-----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, DofLTdQAJfm9kjHHeRUN4RagTbnoXfnau6iTp+cxQhNF/Q9woY75UleD6MEvZyTc Qx7y6hKTcfpCHwitUWW8Lw== 0000950123-99-006493.txt : 19990714 0000950123-99-006493.hdr.sgml : 19990714 ACCESSION NUMBER: 0000950123-99-006493 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19990713 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-02275 FILM NUMBER: 99663694 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 10-K/A 1 THE SEAGRAM COMPANY LTD. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1998 COMMISSION FILE NUMBER 1-2275 THE SEAGRAM COMPANY LTD. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Canada None - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 ------------------- The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report on Form 10-K for the fiscal year ended June 30, 1998 (the "Form 10-K") as set forth below and in the pages attached hereto: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K Item 14 is hereby amended and supplemented pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, as amended, to include as Exhibits 99(a), 99(b), 99(c), 99(d) and 99(e) to the Form 10-K the attached Forms 11-K with respect to the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates, the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees, the Retirement and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees, the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees and the Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates, respectively. 2 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE SEAGRAM COMPANY LTD. By /s/ Daniel R. Paladino ---------------------------------------------- Daniel R. Paladino Executive Vice President, Legal and Environmental Affairs Date: July 13, 1999 EX-99.A 2 FORM 11-K 1 EXHIBIT 99(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-2275 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES 375 Park Avenue New York, New York 10152 (Full title of the plan and the address of the plan) THE SEAGRAM COMPANY LTD. 1430 Peel Street Montreal, Quebec, Canada, H3A 1S9 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Attached hereto are the financial statements of the Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. EXHIBITS 1. Financial statements of the Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES By /s/ John Borgia ------------------------------------ John Borgia Member of Investment Committee Date: July 13, 1999 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES INDEX TO FINANCIAL STATEMENTS
Page ---- Independent Auditors' Report 1 Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4
6 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS INDEPENDENT AUDITORS' REPORT To the Administrative Committee of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates We have audited the accompanying statements of net assets available for benefits of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. /s/ Gutierrez & Co. Flushing, New York July 9, 1999 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS
December 31, ---------------------------- 1998 1997 ------------ ------------ Net assets held in trust by Bank of New York ( Note 11 ) $171,411,447 $233,648,433 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $171,411,447 $233,648,433 ============ ============
The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, ------------------------------------ 1998 1997 ----------- ----------- CONTRIBUTIONS Participating Employees $ 14,134,387 $ 16,179,744 Participating Companies 2,309,726 3,051,881 ----------- ----------- 16,444,113 19,231,625 ----------- ----------- INVESTMENT INCOME ON ASSETS HELD BY BANK OF NEW YORK Net appreciation in fair value of investments 17,280,000 25,269,817 Dividends and interest 8,073,946 4,275,578 Administrative expenses ( 255,747) ( 223,052) PARTICIPANT WITHDRAWALS ( 14,548,662) ( 14,005,074) ----------- ----------- INCREASE IN PLAN EQUITY 26,993,650 34,548,894 TRANSFER OF ASSETS OF TROPICANA ( 89,230,636) PLAN EQUITY AT BEGINNING OF YEAR 233,648,433 199,099,539 ----------- ----------- PLAN EQUITY AT END OF YEAR $171,411,447 $233,648,433 =========== ===========
The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of the financial statements of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") conform with generally accepted accounting principles. The more significant accounting policies are: Basis of Accounting The accompanying financial statements of the Plan are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation Effective January 1, 1997, the assets are held in trust by Bank of New York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master Trust), which also includes assets of the 401(k) plans of the company's affiliates, Universal Studios, Inc., Universal Music and Video Distribution, Inc. and Spencer Gifts, Inc.. The related investment income and appreciation in fair value represents allocations to the Plan based upon the ratio of the Plan's assets to total Master Trust Assets. Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; The Seagram Company Ltd. common shares and The Coca-Cola Company common stock at the closing price reported on the composite tape of the New York Stock Exchange on the valuation date. Security Transactions Security transactions are accounted for on a trade date basis with the average cost basis used for determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan established as of August 1, 1985 by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan covers employees of the Company and certain of its United States subsidiaries (collectively, the "Participating Companies") whose annual base salary or regular wages, (excluding overtime, bonuses, commissions or other special or contingent payments) exceeds $15,186 as of December 31, 1997 (increased on the last day of each year by 4%) and who are either (i) salaried employees, or (ii) hourly employees not employed in a classification designated by the Participating Companies from time to time, excluding various categories of employees specified in the Plan including, but not limited to, persons represented by a collective bargaining agent, persons employed on a special basis, and persons employed by an operating unit of the Participating Companies to which the Plan has not been extended. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant and, amounts contributed under certain circumstances, by the Participating Companies (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5). With respect to each participant, contributions are allocated among four accounts specified in the Plan: pre-tax account, company match account, after-tax account and rollover account (the "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, and are accumulated and invested in the Master Trust. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees covered by the Plan. The Plan is administered by the Company through an Administrative Committee appointed by the Board of Directors of the Company. Effective November 1, 1987, the Thrift Plan for the Employees of the Wine Spectrum Companies (the "Wine Spectrum Plan") was merged with the Plan. The eligible employees of the Wine Spectrum Plan became members of the Plan. As a result of the merger, the Plan retains the Coca-Cola Company Stock held by the Wine Spectrum Plan; however, no election may be made to transfer any funds into the Coca-Cola Company Stock Fund. 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT PROGRAM During the year ended December 31, 1997, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing primarily in the State Street Yield Enhanced STIF Fund (which replaced the State Street STIF Unitized Fund on October 4, 1997) managed by State Street Bank and Trust Company; (ii) the Stable Income Fund investing in the La Salle Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond Fund investing in Pimco Total Return Fund (which replaced the Putnam Income Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series C, managed by State Street Bank and Trust Company; (v) the Managed Equity Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset Management; (vi) the Growth Equity Fund investing in Brandywine Fund, Inc. managed by Friess Associates; (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares. Effective June 1, 1998, two new investment funds were added as follows: (viii) the Dreyfus Small Company Value Fund investing in the Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW International Fund investing in MSDW International Equity Fund managed by Morgan Stanley. The investments are administered by the Investment Committee appointed by the Board of Directors of the Company. 4. CONTRIBUTIONS Non-highly compensated employees, as defined by the Plan, may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their after-tax accounts on an after-tax basis ("After-Tax Contributions") through payroll deductions of 1% to 17% (in the aggregate) of their annual salary (as defined in the Plan), in multiples of 1%, in any combination. Highly-compensated employees, as defined by the Plan, may elect to contribute from 1% to 10% of their annual salary on a pre-tax basis and from 1% to 17% of their annual salary on an after-tax basis; provided, the aggregate percentage of the contributions does not exceed 17% of their annual salary. Pre-tax Contributions and After-Tax Contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan provides for mandatory matching contributions by the Participating Companies payable to the participants' company match accounts. The Participating Companies, except as herein noted, contribute on behalf of the participants 25% of the participants' Pre-Tax Contributions not exceeding 6% of their Pre-Tax Contributions. The maximum Participating Company matching contribution is $1,125 a year. Tropicana Products, Inc., an affiliate of the Company, contributes, without a cap, to the company match 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS account on behalf of the participants who are employed by Tropicana Products, Inc., 50% of such participants aggregate Pre-tax and After-Tax Contributions not exceeding 6% of their combined Contributions. The Participating Companies matching contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan will accept into participants' rollover accounts cash received by participants from a qualified plan within the time prescribed by applicable law ("Rollover Contributions"). 4. CONTRIBUTIONS (Continued) The Participating Companies may make discretionary contributions, in an amount to be determined by the Participating Companies. The Participating Companies have not made discretionary contributions since the inception of the Plan. 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her contributions and rollover accounts. He or she has a non-forfeitable right to the value of his or her company match account upon the attainment of age 60, disability (as defined in the Plan ) or death. Upon termination of employment for any other reason, a participant vests in the funds held in his or her company match account in accordance with the following vesting schedule:
Years of Service Vested Percentage ---------------- ----------------- Less than 1 0% At least 1, but less than 2 20% At least 2, but less than 3 40% At least 3, but less than 4 60% At least 4, but less than 5 80% 5 or more 100%
Upon termination of employment for reasons other than the attainment of age 60, disability or death of a participant who was not fully vested in the funds held in his or her company match account, the nonvested funds of the participant's company match account shall be forfeited. Any amount forfeited shall be applied to reduce the Participating Companies' contributions in accordance with the terms of the Plan. Any amount forfeited shall be restored if the participant is re-employed by a Participating Company before incurring a five year break in service and if the participant repays to the Plan (within five years after his or her reemployment commencement date) an amount in cash equal to the full amount distributed 7 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS to him or her from the Plan on account of termination of employment, excluding amounts from the after-tax and rollover accounts at the participant's election. The Participating Companies used $109,585 in forfeitures to offset their contributions during the year ended December 31, 1998. 6. DISTRIBUTIONS Upon termination of employment, after the attainment of age 60 or for reason of disability or death, the participant or his or her beneficiary shall receive the value of his or her Accounts. However, if the termination of employment is for reasons other than the attainment of age 60, disability or death, the participant shall receive only the value of the vested funds in his or her Accounts (See Note 5). 6. DISTRIBUTIONS (Continued) In accordance with the procedures established by the Administrative Committee and the terms of the Plan, a terminated employee may elect to defer final distribution from the Plan. Upon such election, the amount in the participant's vested interest in the Plan is entitled to continue to receive investment income and is held by the Trustee until the date of distribution as elected by the Participant. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the vested portion of the participant's Accounts. The minimum loan amount is $1,000. The maximum repayment terms are 5 years for general purpose loans and 25 years for principal residence loans. Applications for loans must be approved by the Administrative Committee. The amounts borrowed are transferred from the investment funds in which the participant's Accounts are currently invested. Repayments and interest thereon are credited to the participant's current investment funds through payroll deductions made each pay period. The interest rate for loans is based on the prime rate on the first business day of the month in which the loan is made plus one percentage point. 8. TAX STATUS OF PLAN The Internal Revenue Service has ruled by a letter dated August 14, 1995 that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan has been subsequently 8 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS amended and a request (dated March 16, 1998) to the Internal Revenue Service for a favorable determination with respect to the Plan's continued qualification in light of such amendments is currently pending. So long as the Plan continues to be so qualified, it is not subject to Federal income taxes. Participants are not currently subject to income tax on the Participating Companies' contributions to the Plan or on income earned by the Plan. Benefits distributed to participants or to their beneficiaries may be taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS Some of the Plan expenses including trustee, custodial, and some recordkeeping fees, are paid by the Company, and personnel and facilities of the Company are used by the Plan at no charge. 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 11. ASSETS HELD IN TRUST The assets of the Plan are invested in the Master Trust held by the Trustee where the assets of other related employee benefit plans of affiliates are invested on a commingled basis. The Master Trust net assets consist of the following classification of assets and liabilities as of December 31, 1998 and 1997.
1998 1997 -------------- ------------- Assets ------ Investments held in trust at fair valued determined by quoted market prices: Money Market Fund State Street Yield Enhanced STIF Fund $ 27,162,114 $ 24,089,219 Stable Income Fund The LaSalle Income Plus Fund 14,338,837 34,562,612
9 15 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS Bond Fund PIMCO Total Return Fund, Class A Shares 31,114,802 Putnam Income Fund, Class A Shares 27,015,278 S&P 500 Index Fund State Street S&P 500 Flagship Fund Series C 129,652,061 133,217,637 Managed Equity Fund Lazard Equity Portfolio Fund 29,014,228 30,054,896 Growth Equity Fund Brandywine Fund Inc. Common Shares 25,271,841 58,963,046 Seagram Stock Fund The Seagram Company Ltd. Common Shares 15,666,526 15,210,786 Collective Short Term Investment Fund 468,709 523,383 The Coca-Cola Company Stock Fund The Coca-Cola Company Common Stock 3,941,074 3,922,692 Collective Short Term Investment Fund 97,496 103,633 Dreyfus Small Company Value Fund Dreyfus Small Company Value Fund 2,314,513 MSDW International Equity Fund MSDW International Equity Fund 1,912,494 Loans to Participants 7,253,248 10,426,983 ------------- ------------- Total Investments 288,207,943 338,090,165 ------------- -------------
11. ASSETS HELD IN TRUST ( Continued )
1998 1997 ------------- ------------- Receivables Accrued interest and dividends $ 187,437 $ 300,821 Contributions receivable 640,375 Proceeds from securities sold 2,907,827 5,274,926 ------------- ------------- Total Receivables 3,735,639 5,575,747 ------------- ------------- Total assets 291,943,582 343,665,912 ------------- ------------- Liabilities Accounts payable for securities purchased 3,537,298 4,865,553
10 16 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS Administrative expenses 3,460 8,834 Benefit payments - 519,622 ------------- ------------- Total liabilities 3,540,758 5,394,009 ------------- ------------- Net Assets $288,402,824 $338,271,903 ============= =============
As of December 31, 1998 and 1997, the equitable share of the Retirement Savings & Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc. and Affiliates in the Master Trust is 59.44% and 69.10% respectively. As of December 31, 1998 and 1997, the net assets of the Master Trust available to the Plan for benefits in the individual investment funds were as follows:
1998 1997 ------------- ------------- Money Market Fund $ 13,039,898 $ 11,471,985 Stable Income Fund 9,330,566 31,027,495 Bond Fund 17,862,897 15,400,892 S & P 500 Index Fund 71,521,822 74,878,658 Managed Equity Fund 18,374,810 23,293,060 Growth Equity Fund 16,464,624 50,642,884 Seagram Stock Fund 13,088,349 14,403,216 The Coca-Cola Company Stock Fund 4,033,191 4,025,633 Dreyfus Small Company Value Fund 1,612,644 MSDW International Equity Fund 1,432,115 Loan accounts 4,650,531 8,504,610 ------------- ------------- Total $171,411,447 $233,648,433 ============= =============
12. INVESTMENT INCOME FROM MASTER TRUST The appreciation in fair value and other income is as follows: Investments held in trust at fair value determined by quoted market prices: 12 17 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS December 31, 1998 1997 ------------- ------------- Bond Fund $ 71,250 $ 436,843 S & P Index Fund 18,046,122 35,154,443 Managed Equity Fund 2,516,946 4,172,355 Growth Equity Fund ( 4,328,696) 5,076,157 Seagram Stock Fund 2,179,477 ( 2,917,700) Dreyfus Small Company Value Fund ( 173,393) MSDW International Equity Fund ( 1,048,650) The Coca-Cola Company Stock Fund 16,944 1,104,840 ------------- ------------- Investment gains (net of investment losses) 17,280,000 43,026,938 ------------- ------------- Interest and dividends 8,073,946 5,883,585 ------------- ------------- Investment Income $ 25,353,946 $ 48,910,523 ============= =============
13. TRANSFER OF TROPICANA PRODUCTS, INC. ASSETS In connection with the sale of Tropicana Products, Inc. ("Tropicana") to PepsiCo, Inc., Tropicana established a separate plan and trust. Assets and liabilities of the Plan attributable to Accounts of employees (and former employees) of Tropicana and its subsidiaries presently held in the Master Trust amounting to $89,230,636 were transferred to a new trust on August 26, 1998. The amounts transferred from the individual investment funds of the Plan to the new trust are set forth below: Money Market Fund $ 1,380,633 Stable Income Fund 25,352,478 Bond Fund 3,030,215 S&P 500 Index Fund 23,654,393 Managed Equity Fund 7,691,370 Growth Equity Fund 19,879,943 Seagram Stock Fund 3,670,289 Dreyfus Small Company Value Fund 466,272 MSDW International Equity Fund 240,980 Loan Fund 3,864,063 ------------- Total $ 89,230,636 =============
12 18 5 The Seagram Company Ltd. The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates We hereby consent to the incorporation by reference in Registration Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which appears in your Annual Report on Form 11-K of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates for the fiscal year ended December 31, 1998. /s/ Gutierrez & Co. Flushing, New York July 12, 1999 EX-99.B 3 FORM 11-K 1 EXHIBIT 99(b) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-2275 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES 375 Park Avenue New York, New York 10152 (Full title of the plan and the address of the plan) THE SEAGRAM COMPANY LTD. 1430 Peel Street Montreal, Quebec, Canada, H3A 1S9 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates Universal Employees (the "Universal Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Attached hereto are the financial statements of the Universal Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. EXHIBITS 1. Financial statements of the Universal Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES By /s/ John Borgia --------------------------------------- John Borgia Member of Investment Committee Date: July 13, 1999 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES FINANCIAL STATEMENTS DECEMBER 31, 1998 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES INDEX TO FINANCIAL STATEMENTS Page Independent Auditors' Report 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 6 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees We have audited the accompanying statement of net assets available for benefits of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees (the "Plan") as of December 31, 1998, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /s/ Gutierrez & Co. Flushing, New York July 9, 1999 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 Net assets held in trust by Bank of New York ( Note 11 ) $107,133,463 ------------ NET ASSETS AVAILABLE FOR BENEFITS $107,133,463 ============
The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1998
CONTRIBUTIONS Participating Employees $ 16,661,919 Participating Companies 3,289,118 ------------- 19,951,037 ------------- INVESTMENT INCOME ON ASSETS HELD BY BANK OF NEW YORK Net appreciation in fair value of investments 9,719,156 Interest and dividends ( 199,631) PARTICIPANT WITHDRAWALS ( 19,711,473) ------------- INCREASE IN PLAN EQUITY 9,759,089 PLAN EQUITY AT BEGINNING OF YEAR 97,374,374 ------------- PLAN EQUITY AT END OF YEAR $ 107,133,463 =============
The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of the financial statements of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees (the "Plan") conform with generally accepted accounting principles. The more significant accounting policies are: Basis of Accounting The accompanying financial statements of the Plan are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation The assets are held in trust by Bank of New York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master Trust), which also includes assets of the 401(k) plans of the company's affiliates, Universal Music and Video Distribution, Inc. and Spencer Gifts, Inc. The related investment income and appreciation in fair value represents allocations to the Plan based upon the ratio of the Plan's assets to total Master Trust Assets. Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; The Seagram Company Ltd. common shares and The Coca-Cola Company common stock at the closing price reported on the composite tape of the New York Stock Exchange on the valuation date. Security Transactions Security transactions are accounted for on a trade date basis with the average cost basis used for 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan originally established as the MCA, Inc. Employee Savings Plan ("MCA Plan") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Effective January 1, 1997, the MCA Plan was amended and continued in the form of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The name of the MCA Plan was changed to the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees (the "Plan"). To simplify plan administration, the Plan was amended in the form of the Seagram Plan, including certain modifications to the terms, to accomodate the benefits provisions solely applicable to eligible employees of Universal Studios, Inc. ("Universal"). Notwithstanding the adoption of the Seagram Plan, the Plan has continued its existence as a separate plan. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees of the Plan. The Plan covers employees of Universal and certain of its United States subsidiaries (collectively, the "Participating Companies") who are either (i) salaried employees or (ii) hourly employees employed in a classification designated by the Participating Companies from time to time, excluding persons who are members of a labor union, guild or other collective bargaining unit unless the employee is salaried and paid in whole or in part by Universal or whose employment is subject to a labor agreement, persons employed on a special basis and persons by an operating unit of the Participating Companies to which the Plan has not been extended. In addition, non-salaried employees of Hilltop Service, Inc., seasonal and temporary employees of Universal Studios Tour, certain temporary clerical employees and interns must complete one year of service before they are eligible to participate in the Plan. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant and amounts contributed, under certain circumstances, by the Participating Companies (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS 5). With respect to each participant, contributions are allocated among four accounts specified in the Plan: pre-tax account, company match account, after-tax account and rollover account (the "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, and are accumulated and invested in the Master Trust. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees covered by the Plan. The Plan is administered by the Joseph E. Seagram & Sons, Inc. (the "Company") through an Administrative Committee appointed by the Board of Directors of the Company. 3. INVESTMENT PROGRAM During the year ended December 31, 1997, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing primarily in the State Street Yield Enhanced STIF Fund (which replaced the State Street STIF Unitized Fund on October 4, 1997) managed by State Street Bank and Trust Company; (ii) the Stable Income Fund investing in the La Salle Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond Fund investing in PIMCO Total Return Fund, Class A Shares (which replaced the Putnam Income Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series C, managed by State Street Bank and Trust Company; (v) the Managed Equity Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset Management; (vi) the Growth Equity Fund investing in Brandywine Fund, Inc. managed by Friess Associates; (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares. Effective June 1, 1998, two new investment funds were added as follows:(viii) the Dreyfus Small Company Value Fund investing in the Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW International Equity Fund investing in MSDW International Equity Fund managed by Morgan Stanley. The investments are administered by the Investment Committee appointed by the Board of Directors of the Company. 4. CONTRIBUTIONS Non-highly compensated employees, as defined by the Plan, may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions") and/or to their after-tax accounts on an after-tax basis ("After-Tax Contributions") through payroll deductions of 1% to 14% (in the aggregate) of their annual salary (as defined in the Plan), in multiples of 1%, in any combination. Highly-compensated employees, as defined by the Plan, may elect to contribute from 1% to 10% of their annual salary on a pre-tax basis and from 1% to 10% of their annual salary on an after-tax basis; provided, the aggregate 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS percentage of the contributions does not exceed 10% of their annual salary. Pre-tax Contributions and After-Tax Contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan provides for mandatory matching contributions by the Participating Companies payable to the participants' company match accounts. The Participating Companies, except as herein noted, contribute on behalf of the participants 40% of the participants' contributions not exceeding 5% of their salary. The Participating Companies matching contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan will accept into participants' rollover accounts cash received by participants from a qualified plan within the time prescribed by applicable law ("Rollover Contributions"). The Participating Companies may make discretionary contributions in an amount to be determined by the Participating Companies. The Participating Companies have not made discretionary contributions since the inception of the Plan. 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her contributions and rollover accounts. He or she has a non-forfeitable right to the value of his or her company match account upon the attainment of age 60, disability (as defined in the Plan ) or death. Upon termination of employment for any other reason, a participant vests in the funds held in his or her company match account in accordance with the following vesting schedule: Years of Service Vested Percentage ------------------ ------------------- Less than 1 0% At least 1, but less than 2 20% At least 2, but less than 3 40% At least 3, but less than 4 60% At least 4, but less than 5 80% 5 or more 100% Upon termination of employment for reasons other than the attainment of age 60, disability or death of a participant who was not fully vested in his or her company match account, the nonvested portion of the participant's company match account shall be forfeited. Any amount forfeited shall be applied to reduce the Participating Companies' contributions. Any amount forfeited shall be restored if the participant is 7 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS re-employed by a Participating Company before incurring a five year break in service and if the participant repays to the Plan (within five years after his or her reemployment commencement date) an amount in cash equal to the full amount distributed to him or her from the Plan on account of termination of employment, excluding amounts from the after-tax and rollover accounts at the participant's election. The nonvested interest of terminated participants serves to reduce Participating Company contributions in accordance with the terms of the Plan. The Participating Companies used $157,506 in forfeitures to offset their contributions during the year ended December 31, 1998. 6. DISTRIBUTIONS Upon termination of employment, after the attainment of age 60 or for reason of disability or death, the participant or his or her beneficiary shall receive the value of his or her Accounts. However, if the termination of employment is for reasons other than the attainment of age 60, disability or death, the participant shall receive only the value of the vested funds in his or her Accounts (See Note 5). Benefits are recorded when paid. In accordance with the procedures established by the Administrative Committee and the terms of the Plan, a terminated employee may elect to defer final distribution from the Plan. Upon such election, the amount in the participant's vested interest in the Plan is entitled to continue to receive investment income and is held by the Trustee until the date of distribution as elected by the 6. DISTRIBUTIONS (Continued) participant. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the vested portion of the participant's Accounts. The minimum loan amount is $1,000. The maximum repayment terms are 5 years for general purpose loans and 25 years for principal residence loans. Applications for loans must be approved by the Administrative Committee. The amounts borrowed are transferred from the investment funds in which the participant's Accounts are currently invested. Repayments and interest 8 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS thereon are credited to the participant's current investment funds through payroll deductions made each pay period. The interest rate for loans is based on the prime rate on the first business day of the month in which the loan is made plus one percentage point. 8. TAX STATUS OF PLAN The Internal Revenue Service has ruled by a letter dated January 24, 1996 that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan has been subsequently amended and a request (dated March 16, 1998) to the Internal Revenue Service for a favorable determination with respect to the Plan's continual qualification in light of such amendments is currently pending. So long as the Plan continues to be so qualified, it is not subject to Federal income taxes. Management has applied under the Internal Revenue Service's Voluntary Compliance Resolution Program for the correction of an operational violation. The application is expected to be successful and no adverse tax qualification consequences are expected to affect the Plan. Participants are not currently subject to income tax on the Participating Companies' contributions to the Plan or on income earned by the Plan. Benefits distributed to participants or to their beneficiaries may be taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS Some of the Plan expenses including trustee, custodial, and some recordkeeping fees, are paid by the Company, and personnel and facilities of the Company are used by the Plan at no charge. 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 11. ASSETS HELD IN TRUST The assets of the Plan are invested in the Master Trust held by the Trustee where the assets of other 9 15 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS related employee benefit plans of affiliates are invested on a commingled basis. The Master Trust net assets consist of the following classification of assets and liabilities as of December 31, 1998:
Assets ------ Investments held in trust at fair valued determined by quoted market prices: Money Market Fund State Street Yield Enhanced STIF Fund $ 27,162,114 Stable Income Fund The LaSalle Income Plus Fund 14,338,837 Bond Fund PIMCO Total Return Fund, Class A Shares 31,114,802 S&P 500 Index Fund State Street S&P 500 Flagship Fund Series C 129,652,061 Managed Equity Fund Lazard Equity Portfolio Fund 29,014,228 Growth Equity Fund Brandywine Fund Inc. Common Shares 25,271,841 Seagram Stock Fund The Seagram Company Ltd. Common Shares 15,666,526 Collective Short Term Investment Fund 468,709 The Coca-Cola Company Stock Fund The Coca-Cola Company Common Stock 3,941,074 Collective Short Term Investment Fund 97,496 Dreyfus Small Company Value Fund Dreyfus Small Company Value Fund 2,314,513 MSDW International Equity Fund MSDW International Equity Fund 1,912,494 Loans to Participants 7,253,248 ---------- Total Investments 288,207,943 -----------
11. ASSETS HELD IN TRUST (Continued) 10 16 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS Receivables Accrued interest and dividends 187,437 Contributions receivable 640,375 Proceeds from securities sold 2,907,827 --------------- Total Receivables 3,735,639 --------------- Total assets $291,943,582 --------------- Liabilities Accounts payable for securities purchased 3,537,298 Administrative expenses 3,460 --------------- Total liabilities 3,540,758 --------------- Net Assets $288,402,824 ===============
As of December 31, 1998, the equitable share of the Retirement Savings & Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc. and Affiliates in the Master Trust is 37.15%. As of December 31, 1998, the net assets of the Master Trust available to the Plan for benefits in the individual investment funds were as follows: Money Market Fund $12,764,807 Stable Income fund 4,472,815 Bond Fund 12,081,666 S & P 500 Index Fund 52,881,547 Managed Equity Fund 10,178,632 Growth Equity Fund 8,369,596 Seagram Stock Fund 2,968,510 Dreyfus Small Company Value Fund 650,991 MSDW International Equity Fund 464,131 Loan accounts 2,300,768 ------------ Total $107,133,463 ============
11 17 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNIVERSAL EMPLOYEES NOTES TO FINANCIAL STATEMENTS 12. INVESTMENT INCOME FROM MASTER TRUST The appreciation in fair value and other income is as follows: Investments held in trust at fair value determined by quoted market prices:
December 31, 1998 -------------- Bond Fund $( 24,358) S & P Index Fund 9,830,160 Managed Equity Fund 677,017 Growth Equity Fund (1,529,204) Seagram Stock Fund 401,895 Dreyfus Small Company Value Fund ( 14,044) MSDW International Equity Fund 377,690 ------------- Investment gains (net of investment losses) 9,719,156 ------------- Interest and dividends ( 199,631) ------------- Investment Income $ 9,519,525 =============
13. SUBSEQUENT EVENT Effective January 1, 1999, the Universal Profit Sharing Plan was merged with the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees. 12 18 5 The Seagram Company Ltd. The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees We hereby consent to the incorporation by reference in Registration Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which appears in your Annual Report on Form 11-K of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Universal Employees for the fiscal year ended December 31, 1998. /s/ Gutierrez & Co. Flushing, New York July 12, 1999 EX-99.C 4 FORM 11-K 1 EXHIBIT 99(c) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-2275 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES 375 Park Avenue New York, New York 10152 (Full title of the plan and the address of the plan) THE SEAGRAM COMPANY LTD. 1430 Peel Street Montreal, Quebec, Canada, H3A 1S9 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the "UNI Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Attached hereto are the financial statements of the UNI Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. EXHIBITS 1. Financial statements of the UNI Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES By /s/ John Borgia --------------------------------------- John Borgia Member of Investment Committee Date: July 13, 1999 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES FINANCIAL STATEMENTS DECEMBER 31, 1998 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES INDEX TO FINANCIAL STATEMENTS
Page ---- Independent Auditors' Report 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4
6 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees We have audited the accompanying statement of net assets available for benefits of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the "Plan") as of December 31, 1998, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /s/ Gutierrez & Co. Flushing, New York July 9, 1999 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1998 Net assets held in trust by Bank of New York ( Note 11 ) $1,044,050 ---------- NET ASSETS AVAILABLE FOR BENEFITS $1,044,050 ==========
The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1998 CONTRIBUTIONS Participating Employees $ 188,588 Participating Companies 53,200 ---------- 241,788 ---------- INVESTMENT INCOME ON ASSETS HELD BY BANK OF NEW YORK Net appreciation in fair value of investments 168,173 Interest and dividends 20,805 PARTICIPANT WITHDRAWALS ( 307,555) ----------- INCREASE IN PLAN EQUITY 123,211 PLAN EQUITY AT BEGINNING OF YEAR 920,839 ---------- PLAN EQUITY AT END OF YEAR $1,044,050 ==========
The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of the financial statements of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the "Plan") conform with generally accepted accounting principles. The more significant accounting policies are: Basis of Accounting The accompanying financial statements of the Plan are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation The assets are held in trust by Bank of New York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master Trust), which also includes assets of the 401(k) plans of the company's affiliates, Universal Studios, Inc. and Spencer Gifts, Inc. The related investment income and appreciation in fair value represents allocations to the Plan based upon the ratio of the Plan's assets to total Master Trust Assets. Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; The Seagram Company Ltd. common shares and The Coca-Cola Company common stock at the closing price reported on the composite tape of the New York Stock Exchange on the valuation date. Security Transactions 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS Security transactions are accounted for on a trade date basis with the average cost basis used for determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan originally established as the UNI Distribution Corp. Employees Savings Plan ("UNI Plan") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Effective January 1, 1997, the UNI Plan was amended and continued in the form of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The name of the UNI Plan was changed to the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees (the "Plan"). To simplify plan administration, the Plan was amended in the form of the Seagram Plan, including certain modifications to the terms, to accomodate the benefits provisions solely applicable to eligible employees of Universal Music Video Distribution, Inc. ("UNI"). Notwithstanding the adoption of the Seagram Plan, the Plan has continued its existence as a separate plan. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees of the Plan. The Plan covers certain employees of UNI and certain of its United States subsidiaries (collectively, the "Participating Companies"), excluding persons who are members of a labor union, guild or other collective bargaining unit unless the employee is salaried and paid in whole or in part by UNI. In addition, employees of the Memphis and Reno locations and interns must complete one year of service before they are eligible to participate in the Plan. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant and amounts contributed under certain circumstances, by the Participating Companies (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5). 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS With respect to each participant, contributions are allocated among four accounts specified in the Plan: pre-tax account, company match account, after-tax account and rollover account (the "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, and are accumulated and invested in the Master Trust. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees covered by the Plan. The Plan is administered by the Joseph E. Seagram & Sons, Inc. (the "Company") through an Administrative Committee appointed by the Board of Directors of the Company. 3. INVESTMENT PROGRAM During the year ended December 31, 1997, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing primarily in the State Street Yield Enhanced STIF Fund (which replaced the State Street STIF Unitized Fund on October 4, 1997) managed by State Street Bank and Trust Company; (ii) the Stable Income Fund investing in the La Salle Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond Fund investing in PIMCO Total Return Fund, Class A Shares (which replaced the Putnam Income Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series C, managed by State Street Bank and Trust Company; (v) the Managed Equity Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset Management; (vi) the Growth Equity Fund investing in Brandywine Fund, Inc. managed by Friess Associates; (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares. Effective June 1, 1998, two new investment funds were added as follows: (viii) the Dreyfus Small Company Value Fund investing in the Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW International Equity Fund investing in MSDW International Equity Fund managed by Morgan Stanley. The investments are administered by the Investment Committee appointed by the Board of Directors of the Company. 4. CONTRIBUTIONS Non-highly compensated employees, as defined by the Plan , may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their after-tax accounts on an after-tax 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS basis ("After-Tax Contributions") through payroll deductions of 1% to 14% (in the aggregate) of their annual salary (as defined in the Plan), in multiples of 1%, in any combination. Highly-compensated employees, as defined, may elect to contribute from 1% to 10% of their annual salary on a pre-tax basis and from 1% to 10% of their annual salary on an after-tax basis; provided, the aggregate percentage of the contributions does not exceed 10% of their annual salary. Pre-tax Contributions and After-Tax Contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan provides for mandatory matching contributions by the Participating Companies payable to the participants' company match accounts. The Participating Companies, except as herein noted, contribute on behalf of the participants 40% of the participants' contributions not exceeding 5% of their salary. The Participating Companies matching contributions are subject to limitations imposed by federal laws for qualified retirement plans. 4. CONTRIBUTIONS (Continued) The Plan will accept into participants' rollover Accounts cash received by participants from a qualified plan within the time prescribed by applicable law ("Rollover Contributions"). The Participating Companies may make discretionary contributions in an amount to be determined by the Participating Companies. The Participating Companies have not made discretionary contributions since the inception of the Plan. 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her contributions and rollover accounts. He or she has a non-forfeitable right to the value of his or her company match account upon the attainment of age 60, disability (as defined in the Plan ) or death. Upon termination of employment for any other reason, a participant vests in the funds held in his or her company match account in accordance with the following vesting schedule: 7 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS
Years of Service Vested Percentage - ---------------- ----------------- Less than 1 0% At least 1, but less than 2 20% At least 2, but less than 3 40% At least 3, but less than 4 60% At least 4, but less than 5 80% 5 or more 100%
Upon termination of employment for reasons other than the attainment of age 60, disability or death of a participant who was not fully vested in his or her company match account, the nonvested portion of the participant's company match account shall be forfeited. Any amount forfeited shall be applied to reduce the Participating Companies' contributions. Any amount forfeited shall be restored if the participant is re-employed by a Participating Company before incurring a five year break in service and if the participant repays to the Plan (within five years after his or her reemployment commencement date) an amount in cash equal to the full amount distributed to him or her from the Plan on account of termination of employment, excluding amounts from the after-tax and rollover accounts at the participant's election. The nonvested interest of terminated participants serves to reduce Participating Company contributions in the accordance with the terms of the Plan. The Participating Companies used $899 in forfeitures to offset their contributions during the year ended December 31, 1998. 6. DISTRIBUTIONS Upon termination of employment, after the attainment of age 60 or for reason of disability or death, the participant or his or her beneficiary shall receive the value of his or her Accounts. However, if the termination of employment is for reasons other than the attainment of age 60, disability or death, the participant shall receive only the value of the vested funds in his or her Accounts (See Note 5). Benefits are recorded when paid. In accordance with the procedures established by the Administrative Committee and the terms of the Plan, a terminated employee may elect to defer final distribution from the Plan. Upon such election, the amount in the participant's vested interest in the Plan is entitled to continue to receive investment 8 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS income and is held by the Trustee until the date of distribution as elected by the participant. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the vested portion of the participant's Accounts. The minimum loan amount is $1,000. The maximum repayment terms are 5 years for general purpose loans and 25 years for principal residence loans. Applications for loans must be approved by the Administrative Committee. The amounts borrowed are transferred from the investment funds in which the participant's Accounts are currently invested. Repayments and interest thereon are credited to the participant's current investment funds through payroll deductions made each pay period. The interest rate for loans is based on the prime rate on the first business day of the month in which the loan is made plus one percentage point. 8. TAX STATUS OF PLAN The Internal Revenue Service has ruled by a letter dated December 23, 1996 that the Plan is qualified under Section 401(a) of the Internal Revenue Code, as amended. The Plan has been subsequently amended and a request (dated March 16, 1998) to the Internal Revenue Service for a favorable determination with respect to the Plan's continual qualification in light of such amendments is currently pending. So long as the Plan continues to be so qualified, it is not subject to Federal income taxes. Participants are not currently subject to income tax on the Participating Companies' contributions to the Plan or on income earned by the Plan. Benefits distributed to participants or to their beneficiaries may be taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS Some of the Plan expenses including trustee, custodial, and some recordkeeping fees, are paid by the Company, and personnel and facilities of the Company are used by the Plan at no charge. 9 15 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 11. ASSETS HELD IN TRUST The assets of the Plan are invested in the Master Trust held by the Trustee where the assets of other related employee benefit plans of affiliates are invested on a commingled basis. The Master Trust net assets consist of the following classification of assets and liabilities as of December 31, 1998:
Assets ------ Investments held in trust at fair valued determined by quoted market prices: Money Market Fund State Street Yield Enhanced STIF Fund $ 27,162,114 Stable Income Fund The LaSalle Income Plus Fund 14,338,837 Bond Fund PIMCO Total Return Fund, Class A Shares 31,114,802 S&P 500 Index Fund State Street S&P 500 Flagship Fund Series C 129,652,061 Managed Equity Fund Lazard Equity Portfolio Fund 29,014,228 Growth Equity Fund Brandywine Fund Inc. Common Shares 25,271,841 Seagram Stock Fund The Seagram Company Ltd. Common Shares 15,666,526 Collective Short Term Investment Fund 468,709 The Coca-Cola Company Stock Fund The Coca-Cola Company Common Stock 3,941,074 Collective Short Term Investment Fund 97,496 Dreyfus Small Company Value Fund Dreyfus Small Company Value Fund 2,314,513
10 16 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS 11. ASSETS HELD IN TRUST (Continued)
MSDW International Equity Fund MSDW International Equity Fund 1,912,494 Loans to Participants 7,253,248 ----------- Total Investments 288,207,943 ----------- Receivables Accrued interest and dividends 187,437 Contributions receivable 640,375 Proceeds from securities sold 2,907,827 ----------- Total receivables 3,735,639 ----------- Total assets 291,943,582 ----------- Liabilities Accounts payable for securities purchased 3,537,298 Administrative expenses 3,460 ----------- Total liabilities 3,540,758 ----------- Net Assets $288,402,824 ============
As of December 31, 1998, the equitable share of the Retirement Savings & Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees in the Master Trust is 00.36%. As of December 31, 1998, the net assets of the Master Trust available to the Plan for benefits in the individual investment funds were as follows: Money Market Fund $ 161,251 Stable Income Fund 34,578 Bond Fund 119,944 S & P 500 Index Fund 571,232 Managed Equity Fund 46,198 Growth Equity Fund 54,558 Seagram Stock Fund 27,598
11 17 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - UNI EMPLOYEES NOTES TO FINANCIAL STATEMENTS Dreyfus Small Company Value Fund 4,878 MSDW International Equity Fund 2,212 Loan accounts 21,601 ------------ Total $ 1 ,044,050 ============
12. INVESTMENT INCOME FROM MASTER TRUST The appreciation in fair value and other income is as follows: Investments held in trust at fair value determined by quoted market prices:
December 31, 1998 ------------ Bond Fund $ 449 S & P Index Fund 156,827 Managed Equity Fund 4,688 Growth Equity Fund 1,134 Seagram Stock Fund 3,493 Dreyfus Small Company Value Fund 765 MSDW International Equity Fund 817 ------------ Investment gains (net of investment losses) 168,173 Interest and dividends 20,805 ------------ Investment Income $ 188,978 ============
12 18 5 The Seagram Company Ltd. The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees We hereby consent to the incorporation by reference in Registration Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which appears in your Annual Report on Form 11-K of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - UNI Employees for the fiscal year ended December 31, 1998. /s/ Gutierrez & Co. Flushing, New York July 12, 1999 EX-99.D 5 FORM 11-K 1 EXHIBIT 99(d) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-2275 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES 375 Park Avenue New York, New York 10152 (Full title of the plan and the address of the plan) THE SEAGRAM COMPANY LTD. 1430 Peel Street Montreal, Quebec, Canada, H3A 1S9 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Spencer Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Attached hereto are the financial statements of the Spencer Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. EXHIBITS 1. Financial statements of the Spencer Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES By /s/ John Borgia -------------------------------------- John Borgia Member of Investment Committee Date: July 13, 1999 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES FINANCIAL STATEMENTS DECEMBER 31, 1998 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES INDEX TO FINANCIAL STATEMENTS
Page ---- Independent Auditors' Report 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4
6 INDEPENDENT AUDITORS' REPORT To the Administrative Committee of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees We have audited the accompanying statement of net assets available for benefits of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Plan") as of December 31, 1998, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /s/ Gutierrez & Co. Flushing, New York July 9, 1999 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31 1998 Net assets held in trust by Bank of New York ( Note 11 ) $ 8,800,121 ------------- NET ASSETS AVAILABLE FOR BENEFITS $ 8,800,121 ============= The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 31, 1998
CONTRIBUTIONS Participating Employees $ 724,445 Participating Companies 211,040 --------------- 935,485 --------------- INVESTMENT INCOME ON ASSETS HELD BY BANK OF NEW YORK Net appreciation in fair value of investments 1,107,174 Interest and dividends 167,873 PARTICIPANT WITHDRAWALS ( 394,078) --------------- INCREASE IN PLAN EQUITY 1,816,454 PLAN EQUITY AT BEGINNING OF YEAR 6,983,667 --------------- PLAN EQUITY AT END OF YEAR $ 8,800,121 =============
The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of the financial statements of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Plan") conform with generally accepted accounting principles. The more significant accounting policies are: Basis of Accounting The accompanying financial statements of the Plan are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation Effective January 1, 1997, the assets are held in trust by Bank of New York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust (Master Trust), which also includes assets of the 401(k) plans of the company's affiliates, Universal Studios, Inc. and Universal Music and Video Distribution, Inc. The related investment income and appreciation in fair value represents allocations to the Plan based upon the ratio of the Plan's assets to total Master Trust Assets. Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; The Seagram Company Ltd. common shares and The Coca-Cola Company common stock at the closing price reported on the composite tape of the New York Stock Exchange on the valuation date. Security Transactions 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS Security transactions are accounted for on a trade date basis with the average cost basis used for determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan originally established as the Spencer Gifts, Inc. Employee Savings Plan ("Spencer Plan") and is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Effective January 1, 1997, the Spencer Plan was amended and continued in the form of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Seagram Plan"). The name of the Spencer Plan was changed to the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees (the "Plan"). To simplify plan administration, the Plan was amended in the form of the Seagram Plan, including certain modifications to the terms, to accomodate the benefits provisions solely applicable to eligible employees of Spencer Gifts, Inc. ("Spencer"). Notwithstanding the adoption of the Seagram Plan, the Plan has continued its existence as a separate plan. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees of the Plan. The Plan covers certain employees of Spencer who have completed one year of service and who are either (i) salaried employees or (ii) hourly employees employed in a classification designated by Spencer, excluding employees classified as Highly Compensated employees. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant and, amounts contributed under certain circumstances, by the Participating Companies (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5). With respect to each participant, contributions are allocated among four accounts specified in the Plan: pre-tax account, company match account, after-tax account and rollover account (the 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, and are accumulated and invested in the Master Trust. Plan assets are solely available for the benefit of and used to satisfy the liabilities incurred on behalf of employees covered by the Plan. The Plan is administered by the Joseph E. Seagram & Sons, Inc. (the "Company") through an Administrative Committee appointed by the Board of Directors of the Company. 3. INVESTMENT PROGRAM During the year ended December 31, 1997, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing primarily in the State Street Yield Enhanced STIF Fund (which replaced the State Street STIF Unitized Fund on October 4, 1997) managed by State Street Bank and Trust Company; (ii) the Stable Income Fund investing in the La Salle Income Plus Fund managed by LaSalle National Trust, N.A.; (iii) the Bond Fund investing in PIMCO Total Return Fund, Class A Shares (which replaced the Putnam Income Fund, Class A Shares on June 1, 1998) managed by PIMCO; (iv) the S&P 500 Index Fund investing in the S&P 500 Flagship Fund, Series C, managed by State Street Bank and Trust Company; (v) the Managed Equity Fund investing in Lazard Equity Portfolio managed by Lazard Freres Asset Management; (vi) the Growth Equity Fund investing in Brandywine Fund, Inc. managed by Friess Associates; (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares. Effective June 1, 1998, two new investment funds were added as follows:(viii) the Dreyfus Small Company Value Fund investing in the Dreyfus Small Company Value Fund managed by Dreyfus and (ix) the MSDW International Equity Fund investing in MSDW International Equity Fund managed by Morgan Stanley. The investments are administered by the Investment Committee appointed by the Board of Directors of the Company. 4. CONTRIBUTIONS Non-highly compensated employees, as defined by the Plan, may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their after-tax accounts on an after-tax basis ("After-Tax Contributions") through payroll deductions of 1% to 14% (in the aggregate) of 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS their annual salary (as defined in the Plan), in multiples of 1%, in any combination. Pre-tax Contributions and After-Tax Contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan provides for mandatory matching contributions by the Participating Companies payable to the participants' company match accounts. The Participating Companies, except as herein noted, contribute on behalf of the participants 40% of the participants' contributions not exceeding 5% of their salary. The Participating Companies matching contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan will accept into participants' rollover Accounts cash received by participants from a qualified plan within the time prescribed by applicable law ("Rollover Contributions"). The Participating Companies may make discretionary contributions in an amount to be determined by the Participating Companies. The Participating Companies have not made discretionary contributions since the inception of the Plan. 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her contributions and rollover accounts. He or she has a non-forfeitable right to the value of his or her company match account upon the attainment of age 60, disability (as defined in the Plan ) or death. Upon termination of employment for any other reason, a participant vests in the funds held in his or her company match account in accordance with the following vesting schedule:
Years of Service Vested Percentage ---------------- ----------------- Less than 1 0% At least 1, but less than 2 20% At least 2, but less than 3 40% At least 3, but less than 4 60% At least 4, but less than 5 80% 5 or more 100%
Upon termination of employment for reasons other than the attainment of age 60, disability or death 7 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS of a participant who was not fully vested in his or her company match account, the nonvested portion of the participant's company match account shall be forfeited. Any amount forfeited shall be applied to reduce the Participating Companies' contributions. Any amount forfeited shall be restored if the participant is re-employed by a Participating Company before incurring a five year break in service and if the participant repays to the Plan (within five years after his or her reemployment commencement date) an amount in cash equal to the full amount distributed to him or her from the Plan on account of termination of employment, excluding amounts from the after-tax and rollover accounts at the participant's election. The nonvested interest of terminated participants serves to reduce Participating Company contributions in accordance with the terms of the Plan. The Participating Companies used $3,850 in forfeitures to offset their contributions during the year ended December 31, 1998. 6. DISTRIBUTIONS Upon termination of employment, after the attainment of age 60 or for reason of disability or death, the participant or his or her beneficiary shall receive the value of his or her Accounts. However, if the termination of employment is for reasons other than the attainment of age 60, Disability or death, the participant shall receive only the value of the vested funds in his or her Accounts (See Note 5). Benefits are recorded when paid. In accordance with the procedures established by the Administrative Committee and the terms of the Plan, a terminated employee may elect to defer final distribution from the Plan. Upon such election, the amount in the participant's vested interest in the Plan is entitled to continue to receive investment income and is held by the Trustee until the date of distribution as elected by the 6. DISTRIBUTIONS (Continued) participant. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the vested 8 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS portion of the participant's Accounts. The minimum loan amount is $1,000. The maximum repayment terms are 5 years for general purpose loans and 25 years for principal residence loans. Applications for loans must be approved by the Administrative Committee. The amounts borrowed are transferred from the investment funds in which the participant's Accounts are currently invested. Repayments and interest thereon are credited to the participant's current investment funds through payroll deductions made each pay period. The interest rate for loans is based on the prime rate on the first business day of the month in which the loan is made plus one percentage point. 8. TAX STATUS OF PLAN The Internal Revenue Service has ruled by a letter dated August 12, 1995 that the Plan is qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended. The Plan has been subsequently amended and a request (dated March 16, 1998) to the Internal Revenue Service for a favorable determination with respect to the Plan's continual qualification in light of such amendments is currently pending. So long as the Plan continues to be so qualified, it is not subject to Federal income taxes. Participants are not currently subject to income tax on the Participating Companies' contributions to the Plan or on income earned by the Plan. Benefits distributed to participants or to their beneficiaries may be taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS Some of the Plan expenses including trustee, custodial, and some recordkeeping fees, are paid by the Company, and personnel and facilities of the Company are used by the Plan at no charge. 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 11. ASSETS HELD IN TRUST The assets of the Plan are invested in the Master Trust held by the Trustee where the assets of other related employee benefit plans of affiliates are invested on a commingled basis. 9 15 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS The Master Trust net assets consist of the following classification of assets and liabilities as of December 31, 1988:
Assets - ------ Investments held in trust at fair valued determined by quoted market prices: Money Market Fund State Street Yield Enhanced STIF Fund $ 27,162,114 Stable Income Fund The LaSalle Income Plus Fund 14,338,837 Bond Fund PIMCO Total Return Fund, Class A Shares 31,114,802 S&P 500 Index Fund State Street S&P 500 Flagship Fund Series C 129,652,061 Managed Equity Fund Lazard Equity Portfolio Fund 29,014,228 Growth Equity Fund Brandywine Fund Inc. Common Shares 25,271,841 Seagram Stock Fund The Seagram Company Ltd. Common Shares 15,666,526 Collective Short Term Investment Fund 468,709 The Coca-Cola Company Stock Fund The Coca-Cola Company Common Stock 3,941,074 Collective Short Term Investment Fund 97,496 Dreyfus Small Company Value Fund Dreyfus Small Company Value Fund 2,314,513 MSDW International Equity Fund MSDW International Equity Fund 1,912,494 Loans to Participants 7,253,248 ------------- Total Investments 288,207,943 ------------- Receivables Accrued interest and dividends 187,437 Contributions receivable 640,375 Proceeds from securities sold 2,907,827 ------------- Total receivables 3,735,639 ------------- Total assets 291,943,582 -------------
10 16 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS 11. ASSETS HELD IN TRUST ( Continued ) Liabilities Accounts payable for securities purchased $ 3,537,298 Administrative expenses 3,460 --------------- Total liabilities 3,540,758 --------------- Net Assets $288,402,824 ===============
As of December 31, 1998 the equitable share of the Retirement Savings & Investment Plan for Employees of the Joseph E. Seagram & Sons, Inc. and Affiliates in the Master Trust is 3.05%. As of December 31, 1998 the net assets of the Master Trust available to the Plan for benefits in the individual investment funds were as follows: Money Market Fund $ 1,308,582 Stable Income fund 573,001 Bond Fund 1,045,632 S & P 500 Index Fund 4,665,987 Managed Equity Fund 414,651 Growth Equity Fund 380,900 Seagram Stock Fund 58,313 Dreyfus Small Company Value Fund 46,002 MSDW International Equity Fund 20,452 Loan accounts 286,601 --------------- Total $ 8,800,121 ===============
11 17 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES - SPENCER EMPLOYEES NOTES TO FINANCIAL STATEMENTS 12. INVESTMENT INCOME FROM MASTER TRUST The appreciation in fair value and other income is as follows: Investments held in trust at fair value determined by quoted market prices:
December 31, 1998 --------------- Bond Fund $ 3,763 S & P Index Fund 1,017,874 Managed Equity Fund 49,213 Growth Equity Fund 10,404 Seagram Stock Fund 12,229 Dreyfus Small Company Value Fund ( 2,166) MSDW International Equity Fund 15,857 --------------- Investment gains (net of investment losses) 1,107,174 Interest and dividends 167,873 --------------- Investment Income $ 1,275,047 ===============
12 18 5 The Seagram Company Ltd. The Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees We hereby consent to the incorporation by reference in Registration Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which appears in your Annual Report on Form 11-K of the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees for the fiscal year ended December 31, 1998. /s/ Gutierrez & Co. Flushing, New York July 12, 1999 EX-99.E 6 FORM 11-K 1 EXHIBIT 99(e) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE NUMBER 1-2275 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES 375 Park Avenue New York, New York 10152 (Full title of the plan and the address of the plan) THE SEAGRAM COMPANY LTD. 1430 Peel Street Montreal, Quebec, Canada, H3A 1S9 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Union Plan") is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Attached hereto are the financial statements of the Union Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. EXHIBITS 1. Financial statements of the Union Plan for the fiscal year ended December 31, 1998 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES By /s/ John Borgia ------------------------------------- John Borgia Member of Benefits Committee Date: July 13, 1999 4 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES FINANCIAL STATEMENTS DECEMBER 31, 1998 and 1997 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES INDEX TO FINANCIAL STATEMENTS
Page ---- Financial Statements Independent Auditors' Report 1 Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 4 Notes to Financial Statements 6 Supplemental Financial Statements and Information Schedule of Assets Held For Investment (Original cost and current value) (See Dreyfus Retirement Services attachment) Schedule of Reportable Transactions (See Dreyfus Retirement Services attachment)
6 INDEPENDENT AUDITORS' REPORT To the Benefits Committee of the Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates We have audited the accompanying statements of net assets available for benefits of the Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes and (2) reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Gutierrez & Co. Flushing, New York July 9, 1999 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, ----------------------------------- 1998 1997 ---------------- ---------------- INVESTMENTS ( Note 3 ) Money Market Fund: Dreyfus Cash Mangement Plus Fund (cost of $79,797 and $41,288) $ 79,797 $ 41,288 Cash 759 ( 49) Stable Income Fund: Dreyfus-Certus Stable Value Fund Series I (cost of $66,477 and $25,988) 66,477 25,998 Cash 934 586 Bond Fund: Dreyfus A Bond Plus Fund (cost of $91,026 and $34,600) 87,771 35,110 Cash 1,054 860 S&P 500 Index Fund: Dreyfus Institutional S&P 500 Stock Index Fund (cost of $594,304 and $103,217) 716,020 248,446 Cash 4,910 5,076 Disciplined Stock Fund: Dreyfus Disciplined Stock Fund (cost of $319,634 and $147,986) 360,402 147,257 Cash 3,211 2,654 Growth Equity Fund: Warburg Pincus Emerging Growth Fund (cost of $241,756 and $114,000) 261,494 114,399 Cash 2,679 2,294 Seagram Stock Fund: The Seagram Company Ltd. Common Shares (cost of $152,269 and $81,346) 173,319 57,193 TBC Inc. Pooled Employees Fund (cost of $1,666 and $4,417) 1,666 4,155 Cash 1,757 1,462 Loans to Participants 12,155 1,889 ---------------- ---------------- Total Investments $ 1,774,405 $ 688,618 ---------------- ----------------
The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (Continued)
December 31, --------------------------------- 1998 1997 -------------- --------------- RECEIVABLES Dividends and Interest $ 18 $ 12 Proceeds from Unsettled Sales 49 -------------- --------------- Total Receivables 18 61 -------------- --------------- TOTAL ASSETS 1,774,423 688,679 -------------- --------------- LIABILITIES Cost of Unsettled Purchases 15,283 15,602 -------------- --------------- Total Liabilities 15,283 15,602 -------------- --------------- NET ASSETS AVAILABLE FOR BENEFITS $ 1,759,140 $ 673,077 ============== ===============
The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31, ------------------------------- 1998 1997 -------------- -------------- CONTRIBUTIONS Participating Employees $ 866,788 $ 631,470 -------------- -------------- INVESTMENT ACTIVITIES Investment Income Money Market Fund 3,399 784 Stable Income Fund 2,816 605 Bond Fund 3,540 784 S&P 500 Index Fund 9,179 2,040 Disciplined Stock Fund 1,725 409 Interest on Loans to Participants 178 10 Seagram Stock Fund 1,829 480 -------------- -------------- Total Investment Income 22,666 5,112 -------------- -------------- Realized Net Gain on Sale of Investments Money Market Fund 18 Bond Fund 1,211 476 Stable Income Fund ( 550) 509 S & P 500 Index Fund 5,587 3,411 Disciplined Stock Fund 16,170 13,662 Growth Equity Fund ( 599) 6,477 Seagram Stock Fund ( 448) ( 34) -------------- -------------- Total Realized Net Gain on Sale of Investments 21,389 24,501 -------------- -------------- Unrealized Appreciation (Depreciation) on Investments Bond Fund ( 3,765) 510 S&P 500 Index Fund 104,714 17,002 Growth Equity Fund 16,735 3,003 Disciplined Stock Fund 41,496 ( 729) Seagram Stock Fund 21,859 ( 7,167) -------------- --------------
The accompanying notes are an integral part of the financial statements. 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Total Unrealized Appreciation on Investments 181,039 12,619 ------------ --------------
(Continued)
Year Ended December 31, -------------------------------- 1998 1997 -------------- --------------- Increase in Plan Equity from Investment Activities $ 225,094 $ 42,232 -------------- --------------- PARTICIPANT WITHDRAWALS ( 5,819) ( 625) --------------- ------------- INCREASE IN PLAN EQUITY 1,086,063 673,077 PLAN EQUITY AT BEGINNING OF YEAR 673,077 - -------------- ----------- PLAN EQUITY AT END OF YEAR $ 1,759,140 $ 673,077 ============= ==============
The accompanying notes are an integral part of the financial statements. 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of the financial statements of the Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") conform with generally accepted accounting principles. The more significant accounting policies are: Basis of Accounting The accompanying financial statements of the Plan are maintained on the accrual basis of accounting. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; The Seagram Company Ltd. common shares at the closing price reported on the composite tape of the New York Stock Exchange on the valuation date. Security Transactions Security transactions are accounted for on a trade date basis with the average cost basis used for determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 2. DESCRIPTION OF THE PLAN The Plan is a defined contribution plan established as of January 1, 1997 by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). 2. DESCRIPTION OF THE PLAN (Continued) The Plan covers eligible employees of the Company who are covered by various collective bargaining agreements between the Company and the employee representatives, as specified by the Plan. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5). With respect to each participant, contributions are allocated among three accounts: pre-tax account, after-tax account and rollover account (the "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, and are accumulated and invested in a Trust Fund held by the Dreyfus Trust Company, as Trustee. The Plan is administered by the Company through an Administrative Committee appointed by the Board of Directors of the Company. 3. INVESTMENT PROGRAM During the years ended December 31, 1998 and 1997, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing in the Dreyfus Cash Management Plus Fund managed by Dreyfus Corporation; (ii) the Stable Income Fund investing in the Dreyfus-Certus Stable Value Fund managed by Dreyfus Trust Company; (iii) the Bond Fund investing in Dreyfus A Bond Plus Fund managed by Dreyfus Corporation; (iv) the S&P 500 Index Fund investing in Dreyfus Institutional S & P 500 Stock Index Fund managed by Dreyfus Corporation; (v) the Disciplined Stock Fund investing in Dreyfus Disciplined Stock Fund managed by Dreyfus Corporation; (vi) the Growth Equity Fund investing in Warburg Pincus Emerging Growth Fund managed by Warburg 7 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS Pincus Counsellors, Inc.; and (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares. The investments are administered by the Benefits Committee appointed by the Board of Directors of the Company. 4. CONTRIBUTIONS Eligible employees, as defined, may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their after-tax accounts on an after-tax basis ("After-Tax Contributions") through payroll deductions of 1% to 17% (in the aggregate) of their annual pay, as defined in the Plan, in multiples of 1%, in any combination, provided, the aggregate percentage of the contributions does not exceed 17% of their annual pay. Pre-tax Contributions and After-Tax 4. CONTRIBUTIONS (Continued) Contributions are subject to limitations imposed by federal laws for qualified retirement plans. The Plan does not provide for matching contributions by the Company. The Plan will accept into participants' rollover accounts cash received by participants from a qualified plan within the time prescribed by applicable law ("Rollover Contributions"). 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her Accounts. 6. DISTRIBUTIONS Upon termination of employment, after retirement or for reason of total and permanent disability or death, the participant or his or her beneficiary shall receive the entire value of his or her Accounts. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the participant's 8 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS Accounts. The minimum loan amount is $1,000. The maximum repayment terms are 5 years for general purpose loans and 25 years for principal residence loans. The amounts borrowed are transferred from the investment funds in which the participant's Accounts are currently invested. On a weekly basis, repayments and interest thereon are credited to the participant's current investment funds through payroll deduction. The interest rate for loans is based on the prime rate on the first business day of the month in which the loan is made plus one percentage point. 8. TAX STATUS OF PLAN The Internal Revenue Service has ruled by a letter dated May 20, 1998 that the Plan is qualified under Section 401(a) of the Internal Revenue Code. So long as the Plan continues to be so qualified, it is not subject to federal income taxes. Participants are not currently subject to income tax on the income earned by the Plan. Benefits distributed to participants or to their beneficiaries maybe taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS Certain of the expenses of the Plan are paid by the Company, and personnel and facilities of the Company are used by the Plan at no charge. 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 9 15 5500 SCHEDULE OF INVESTMENTS AT END OF PLAN YEAR SUMMARY REPORT 31 DECEMBER 1998
MARKET UNREALIZED DESCRIPTION COST VALUE GAIN/LOSS - ----------- ------------ ------------ ------------ GENERAL INVESTMENTS INTEREST-BEARING CASH 79,797.08 79,797.08 0.00 CORPORATE STOCK - COMMON 152,269.41 173,318.00 21,048.59 LOANS TO PARTICIPANTS - OTHER 12,155.12 12,155.12 0.00 ------------ ------------ ------------ TOTAL GENERAL INVESTMENTS 244,221.61 265,270.20 21,048.59 CERTAIN INVESTMENT ARRANGEMENTS COMMON/COLLECTIVE TRUST 68,143.42 68,143.42 0.00 REGISTERED INVESTMENT COMPANIES 1,246,720.92 1,425,686.98 178,966.06 ------------ ------------ ------------ TOTAL CERTAIN INVESTMENT ARRANGEMENTS 1,314,864.34 1,493,830.40 178,966.06 GRAND TOTALS 1,559,085.95 1,759,100.60 200,014.65
16 5500 SCHEDULE OF INVESTMENTS AT END OF PLAN YEAR 31 DECEMBER 1998
SHARES/ MARKET UNREALIZED PAR VALUE SECURITY DESCRIPTION COST PRICE VALUE GAIN/LOSS - ----------------------------------------------- ----------- --------- ---------- ------------- INTEREST-BEARING CASH 79,797.0850 DREYFUS CASH MGMT PLUS INSTL SH 79,797.08 1.0000 79,797.08 0.00 TOTAL INTEREST-BEARING CASH 79,797.08 79,797.08 0.00 CORPORATE STOCK - COMMON 4,561.0000 SEAGRAM LTD COM 152,269.41 38.0000 173,318.00 21,048.59 TOTAL CORPORATE STOCK - COMMON 152,269.41 173,318.00 21,048.59 LOANS TO PARTICIPANTS - OTHER 12,155.1200 LOANS TO PARTICIPANTS 12,155.12 100.0000 12,155.12 0.00 TOTAL LOANS TO PARTICIPANTS - OTHER 12,155.12 12,155.12 0.00 COMMON/COLLECTIVE TRUST 1,666.5200 TBC INC POOLED EMPLOYEE FUNDS 1,666.52 1.0000 1,666.52 0.00 DAILY LIQUIDITY FUND 66,476.9000 CERTUS STABLE VALUE SER 'I' FD 66,476.90 1.0000 66,476.90 0.00 TOTAL COMMON/COLLECTIVE TRUST 68,143.42 68,143.42 0.00 REGISTERED INVESTMENT COMPANIES 6,269.3350 DREYFUS A BONDS PLUS INC. 91,025.84 14.0000 87,770.69 3,255.15- 27,677.6370 DREYFUS/LAUREL FDS INC. S&P 500 594,304.24 25.8700 716,020.47 121,716.23 STK INDEX FD TR SHS 9,620.9720 DREYFUS/LAUREL DISC STK FD R 319,634.53 37.4600 360,401.61 19,737.90 6,542.2620 WARBURG PINCUS EMERGING 241,756.31 39.9700 261,494.21 40,767.08 GROWTH FD TOTAL REGISTERED INVESTMENT COMPANIES 1,256,720.92 1,425,686.98 178,966.06 GRAND TOTAL 1,559,085.95 1,759,100.60 200,014.65
17 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS FC 58.55 DREYFUS A BONDS PLUS INC. .00 859.59 .00 .00 .00 B 7.08 DREYFUS A BONDS PLUS INC. .00 105.60 .00 .00 .00 B 8.15 DREYFUS A BONDS PLUS INC. .00 121.84 .00 .00 .00 B 54.28 DREYFUS A BONDS PLUS INC. .00 807.70 .00 .00 .00 B 54.39 DREYFUS A BONDS PLUS INC. .00 804.49 .00 .00 .00 B 36.24 DREYFUS A BONDS PLUS INC. .00 538.97 .00 .00 .00 B 12.77 DREYFUS A BONDS PLUS INC. .00 188.51 .00 .00 .00 B 3.96 DREYFUS A BONDS PLUS INC. .00 58.44 .00 .00 .00 B 37.32 DREYFUS A BONDS PLUS INC. .00 553.10 .00 .00 .00 B 109.69 DREYFUS A BONDS PLUS INC. .00 1,627.86 .00 .00 .00 S 1.42 DREYFUS A BONDS PLUS INC. .00 .00 21.18 20.68 .50 B 75.06 DREYFUS A BONDS PLUS INC. .00 1,107.22 .00 .00 .00 B 13.29 DREYFUS A BONDS PLUS INC. .00 194.88 .00 .00 .00 B 60.42 DREYFUS A BONDS PLUS INC. .00 884.56 .00 .00 .00 B 66.40 DREYFUS A BONDS PLUS INC. .00 973.56 .00 .00 .00 B 68.93 DREYFUS A BONDS PLUS INC. .00 1,018.81 .00 .00 .00 B 60.78 DREYFUS A BONDS PLUS INC. .00 899.61 .00 .00 .00 B 15.59 DREYFUS A BONDS PLUS INC. .00 229.43 .00 .00 .00 B 64.48 DREYFUS A BONDS PLUS INC. .00 948.59 .00 .00 .00 B 70.00 DREYFUS A BONDS PLUS INC. .00 1,031.23 .00 .00 .00 B 61.54 DREYFUS A BONDS PLUS INC. .00 906.55 .00 .00 .00 B 62.37 DREYFUS A BONDS PLUS INC. .00 919.42 .00 .00 .00 S 74.77 DREYFUS A BONDS PLUS INC. .00 .00 1,099.99 1,088.09 11.90 B 58.29 DREYFUS A BONDS PLUS INC. .00 853.47 .00 .00 .00 B 16.73 DREYFUS A BONDS PLUS INC. .00 245.43 .00 .00 .00 B 59.79 DREYFUS A BONDS PLUS INC. .00 876.57 .00 .00 .00 S 9.54 DREYFUS A BONDS PLUS INC. .00 .00 139.60 138.99 .61 B 66.87 DREYFUS A BONDS PLUS INC. .00 982.43 .00 .00 .00 B 62.21 DREYFUS A BONDS PLUS INC. .00 917.00 .00 .00 .00 B 65.65 DREYFUS A BONDS PLUS INC. .00 971.05 .00 .00 .00 B 17.45 DREYFUS A BONDS PLUS INC. .00 257.64 .00 .00 .00 B 69.49 DREYFUS A BONDS PLUS INC. .00 1,025.73 .00 .00 .00 B 70.95 DREYFUS A BONDS PLUS INC. .00 1,046.55 .00 .00 .00 B 45.55 DREYFUS A BONDS PLUS INC. .00 677.85 .00 .00 .00 B 74.28 DREYFUS A BONDS PLUS INC. .00 1,100.97 .00 .00 .00 B 73.43 DREYFUS A BONDS PLUS INC. .00 1,090.55 .00 .00 .00 B 18.59 DREYFUS A BONDS PLUS INC. .00 275.06 .00 .00 .00 B 75.43 DREYFUS A BONDS PLUS INC. .00 1,117.15 .00 .00 .00 B 73.39 DREYFUS A BONDS PLUS INC. .00 1,084.80 .00 .00 .00 S 16.29 DREYFUS A BONDS PLUS INC. .00 .00 241.23 237.88 3.35 B 61.44 DREYFUS A BONDS PLUS INC. .00 909.35 .00 .00 .00 B 64.17 DREYFUS A BONDS PLUS INC. .00 951.04 .00 .00 .00 B 20.78 DREYFUS A BONDS PLUS INC. .00 307.05 .00 .00 .00 B 147.94 DREYFUS A BONDS PLUS INC. .00 2,185.18 .00 .00 .00 S 33.12 DREYFUS A BONDS PLUS INC. .00 .00 489.95 483.92 6.03 B 4.30 DREYFUS A BONDS PLUS INC. .00 63.52 .00 .00 .00 B 87.94 DREYFUS A BONDS PLUS INC. .00 1,297.15 .00 .00 .00 B 35.14 DREYFUS A BONDS PLUS INC. .00 519.03 .00 .00 .00 B 66.07 DREYFUS A BONDS PLUS INC. .00 969.38 .00 .00 .00 B 21.21 DREYFUS A BONDS PLUS INC. .00 311.68 .00 .00 .00 B 74.85 DREYFUS A BONDS PLUS INC. .00 1,101.81 .00 .00 .00 B 72.17 DREYFUS A BONDS PLUS INC. .00 1,055.86 .00 .00 .00 B 75.34 DREYFUS A BONDS PLUS INC. .00 1,109.12 .00 .00 .00 B 21.25 DREYFUS A BONDS PLUS INC. .00 314.16 .00 .00 .00 B 1.70 DREYFUS A BONDS PLUS INC. .00 25.14 .00 .00 .00 B 77.48 DREYFUS A BONDS PLUS INC. .00 1,145.28 .00 .00 .00 B 67.97 DREYFUS A BONDS PLUS INC. .00 1,010.72 .00 .00 .00 B 68.17 DREYFUS A BONDS PLUS INC. .00 964.05 .00 .00 .00 B 66.71 DREYFUS A BONDS PLUS INC. .00 957.40 .00 .00 .00 B 70.81 DREYFUS A BONDS PLUS INC. .00 1,011.20 .00 .00 .00 B 25.59 DREYFUS A BONDS PLUS INC. .00 360.61 .00 .00 .00 B 77.04 DREYFUS A BONDS PLUS INC. .00 1,085.01 .00 .00 .00
18 2 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 77.60 DREYFUS A BONDS PLUS INC. .00 1,088.62 .00 .00 .00 S 20.37 DREYFUS A BONDS PLUS INC. .00 .00 286.90 297.30 10.40- B 122.16 DREYFUS A BONDS PLUS INC. .00 1,718.91 .00 .00 .00 B 93.87 DREYFUS A BONDS PLUS INC. .00 1,329.30 .00 .00 .00 B 28.40 DREYFUS A BONDS PLUS INC. .00 399.62 .00 .00 .00 B 179.76 DREYFUS A BONDS PLUS INC. .00 2,576.01 .00 .00 .00 B 103.62 DREYFUS A BONDS PLUS INC. .00 1,458.04 .00 .00 .00 B 73.04 DREYFUS A BONDS PLUS INC. .00 1,031.36 .00 .00 .00 B 73.33 DREYFUS A BONDS PLUS INC. .00 1,934.68 .00 .00 .00 B 89.10 DREYFUS A BONDS PLUS INC. .00 1,253.64 .00 .00 .00 B 31.04 DREYFUS A BONDS PLUS INC. .00 431.23 .00 .00 .00 B 75.30 DREYFUS A BONDS PLUS INC. .00 1,054.22 .00 .00 .00 B 187.76 DREYFUS CASH MGMT PLUS CL A .00 187.76 .00 .00 .00 FC 48.71 DREYFUS CASH MGMT PLUS CL A .00 .00 48.71 48.71 .00 B 255.41 DREYFUS CASH MGMT PLUS CL A .00 255.41 .00 .00 .00 S 1,955.91 DREYFUS CASH MGMT PLUS CL A .00 .00 1,955.91 1,955.91 .00 S 878.51 DREYFUS CASH MGMT PLUS CL A .00 .00 878.51 878.51 .00 B 950.29 DREYFUS CASH MGMT PLUS CL A .00 950.29 .00 .00 .00 B 908.37 DREYFUS CASH MGMT PLUS CL A .00 908.37 .00 .00 .00 B 187.34 DREYFUS CASH MGMT PLUS CL A .00 187.34 .00 .00 .00 B 645.52 DREYFUS CASH MGMT PLUS CL A .00 645.52 .00 .00 .00 S 690.84 DREYFUS CASH MGMT PLUS CL A .00 .00 690.84 690.84 .00 B 1,780.97 DREYFUS CASH MGMT PLUS CL A .00 1,780.97 .00 .00 .00 B 18.14 DREYFUS CASH MGMT PLUS CL A .00 18.14 .00 .00 .00 B 901.83 DREYFUS CASH MGMT PLUS CL A .00 901.83 .00 .00 .00 B 178.28 DREYFUS CASH MGMT PLUS CL A .00 178.28 .00 .00 .00 S .94 DREYFUS CASH MGMT PLUS CL A .00 .00 .94 .94 .00 B 919.65 DREYFUS CASH MGMT PLUS CL A .00 919.65 .00 .00 .00 B 916.20 DREYFUS CASH MGMT PLUS CL A .00 916.20 .00 .00 .00 S 754.88 DREYFUS CASH MGMT PLUS CL A .00 .00 754.88 754.88 .00 B 935.35 DREYFUS CASH MGMT PLUS CL A .00 935.35 .00 .00 .00 B 935.60 DREYFUS CASH MGMT PLUS CL A .00 935.60 .00 .00 .00 B 2,457.72 DREYFUS CASH MGMT PLUS CL A .00 2,457.72 .00 .00 .00 B 216.95 DREYFUS CASH MGMT PLUS CL A .00 216.95 .00 .00 .00 B 844.50 DREYFUS CASH MGMT PLUS CL A .00 844.50 .00 .00 .00 B 1,030.33 DREYFUS CASH MGMT PLUS CL A .00 1,030.33 .00 .00 .00 S 3,041.63 DREYFUS CASH MGMT PLUS CL A .00 .00 3,041.63 3,041.63 .00 B 880.73 DREYFUS CASH MGMT PLUS CL A .00 880.73 .00 .00 .00 B 866.15 DREYFUS CASH MGMT PLUS CL A .00 866.15 .00 .00 .00 B 847.17 DREYFUS CASH MGMT PLUS CL A .00 847.17 .00 .00 .00 B 863.56 DREYFUS CASH MGMT PLUS CL A .00 863.56 .00 .00 .00 B 231.29 DREYFUS CASH MGMT PLUS CL A .00 231.29 .00 .00 .00 S 11.18 DREYFUS CASH MGMT PLUS CL A .00 .00 11.18 11.18 .00 B 884.29 DREYFUS CASH MGMT PLUS CL A .00 884.29 .00 .00 .00 S 62.28 DREYFUS CASH MGMT PLUS CL A .00 .00 62.28 62.28 .00 B 980.87 DREYFUS CASH MGMT PLUS CL A .00 980.87 .00 .00 .00 B 806.65 DREYFUS CASH MGMT PLUS CL A .00 806.65 .00 .00 .00 B 889.68 DREYFUS CASH MGMT PLUS CL A .00 889.68 .00 .00 .00 B 251.65 DREYFUS CASH MGMT PLUS CL A .00 251.65 .00 .00 .00 B 867.75 DREYFUS CASH MGMT PLUS CL A .00 867.75 .00 .00 .00 B 938.12 DREYFUS CASH MGMT PLUS CL A .00 938.12 .00 .00 .00 S 1,505.58 DREYFUS CASH MGMT PLUS CL A .00 .00 1,505.58 1,505.58 .00 B 842.76 DREYFUS CASH MGMT PLUS CL A .00 842.76 .00 .00 .00 B 1,054.41 DREYFUS CASH MGMT PLUS CL A .00 1,054.41 .00 .00 .00 B 251.90 DREYFUS CASH MGMT PLUS CL A .00 251.90 .00 .00 .00 B 3,873.17 DREYFUS CASH MGMT PLUS CL A .00 3,873.17 .00 .00 .00 B 896.18 DREYFUS CASH MGMT PLUS CL A .00 896.18 .00 .00 .00 B 962.03 DREYFUS CASH MGMT PLUS CL A .00 962.03 .00 .00 .00 S 286.04 DREYFUS CASH MGMT PLUS CL A .00 .00 286.04 286.04 .00 S 3,925.42 DREYFUS CASH MGMT PLUS .00 .00 3,925.42 3,925.42 .00 INSTL SH B 881.45 DREYFUS CASH MGMT PLUS .00 881.45 .00 .00 .00 INSTL SH B 3,855.35 DREYFUS CASH MGMT PLUS .00 3,855.35 .00 .00 .00 INSTL SH B 815.66 DREYFUS CASH MGMT PLUS .00 815.66 .00 .00 .00 INSTL SH B 287.32 DREYFUS CASH MGMT PLUS .00 287.32 .00 .00 .00 INSTL SH
19 3 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 2,041.50 DREYFUS CASH MGMT PLUS .00 2,041.50 .00 .00 .00 INSTL SH B 805.56 DREYFUS CASH MGMT PLUS .00 805.56 .00 .00 .00 INSTL SH B 460.10 DREYFUS CASH MGMT PLUS .00 460.10 .00 .00 .00 INSTL SH B 313.82 DREYFUS CASH MGMT PLUS .00 313.82 .00 .00 .00 INSTL SH B 838.80 DREYFUS CASH MGMT PLUS .00 838.80 .00 .00 .00 INSTL SH S 1,260.34 DREYFUS CASH MGMT PLUS .00 .00 1,260.34 1,260.34 .00 INSTL SH B 887.02 DREYFUS CASH MGMT PLUS .00 887.02 .00 .00 .00 INSTL SH B 872.32 DREYFUS CASH MGMT PLUS .00 872.32 .00 .00 .00 INSTL SH B 824.55 DREYFUS CASH MGMT PLUS .00 824.55 .00 .00 .00 INSTL SH B 315.08 DREYFUS CASH MGMT PLUS .00 315.08 .00 .00 .00 INSTL SH B 827.28 DREYFUS CASH MGMT PLUS .00 827.28 .00 .00 .00 INSTL SH B 863.79 DREYFUS CASH MGMT PLUS .00 863.79 .00 .00 .00 INSTL SH S 1,062.65 DREYFUS CASH MGMT PLUS .00 .00 1,062.65 1,062.65 .00 INSTL SH B 848.17 DREYFUS CASH MGMT PLUS .00 848.17 .00 .00 .00 INSTL SH B 906.56 DREYFUS CASH MGMT PLUS .00 906.56 .00 .00 .00 INSTL SH B 912.57 DREYFUS CASH MGMT PLUS .00 912.57 .00 .00 .00 INSTL SH B 325.30 DREYFUS CASH MGMT PLUS .00 325.30 .00 .00 .00 INSTL SH B 865.99 DREYFUS CASH MGMT PLUS .00 865.99 .00 .00 .00 INSTL SH B 855.65 DREYFUS CASH MGMT PLUS .00 855.65 .00 .00 .00 INSTL SH S 293.21 DREYFUS CASH MGMT PLUS .00 .00 293.21 293.21 .00 INSTL SH B 285.37 DREYFUS CASH MGMT PLUS .00 285.37 .00 .00 .00 INSTL SH B 1,050.61 DREYFUS CASH MGMT PLUS .00 1,050.61 .00 .00 .00 INSTL SH B 321.96 DREYFUS CASH MGMT PLUS .00 321.96 .00 .00 .00 INSTL SH B 1,217.50 DREYFUS CASH MGMT PLUS .00 1,217.50 .00 .00 .00 INSTL SH S 3,733.22 DREYFUS CASH MGMT PLUS .00 .00 3,733.22 3,733.22 .00 INSTL SH B 821.12 DREYFUS CASH MGMT PLUS .00 821.12 .00 .00 .00 INSTL SH B 1,003.49 DREYFUS CASH MGMT PLUS .00 1,003.49 .00 .00 .00 INSTL SH B 1,120.21 DREYFUS CASH MGMT PLUS .00 1,120.21 .00 .00 .00 INSTL SH B 758.76 DREYFUS CASH MGMT PLUS .00 758.76 .00 .00 .00 INSTL SH B 330.05 DREYFUS CASH MGMT PLUS .00 330.05 .00 .00 .00 INSTL SH FC 246.76 DREYFUS BASIC S&P 500 STK IND .00 5,075.92 .00 .00 .00 FUND B 69.21 DREYFUS BASIC S&P 500 STK IND .00 1,403.05 .00 .00 .00 FUND B 294.21 DREYFUS BASIC S&P 500 STK IND .00 5,860.70 .00 .00 .00 FUND B 188.85 DREYFUS BASIC S&P 500 STK IND .00 3,812.97 .00 .00 .00 FUND
20 4 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 43.25 DREYFUS BASIC S&P 500 STK IND .00 878.51 .00 .00 .00 FUND B 281.84 DREYFUS BASIC S&P 500 STK IND .00 5,746.72 .00 .00 .00 FUND B 286.68 DREYFUS BASIC S&P 500 STK IND .00 5,819.64 .00 .00 .00 FUND B 269.33 DREYFUS BASIC S&P 500 STK IND .00 5,602.23 .00 .00 .00 FUND B 2.74 DREYFUS BASIC S&P 500 STK IND .00 58.43 .00 .00 .00 FUND B 32.20 DREYFUS BASIC S&P 500 STK IND .00 690.84 .00 .00 .00 FUND B 592.85 DREYFUS BASIC S&P 500 STK IND .00 12,841.28 .00 .00 .00 FUND S 11.29 DREYFUS BASIC S&P 500 STK IND .00 .00 246.71 219.03 27.68 FUND B 265.69 DREYFUS BASIC S&P 500 STK IND .00 5,816.09 .00 .00 .00 FUND S 17.18 DREYFUS BASIC S&P 500 STK IND .00 .00 382.94 333.91 49.03 FUND B 260.67 DREYFUS BASIC S&P 500 STK IND .00 5,800.05 .00 .00 .00 FUND B 274.37 DREYFUS BASIC S&P 500 STK IND .00 6,156.88 .00 .00 .00 FUND S 37.93 DREYFUS BASIC S&P 500 STK IND .00 .00 871.37 741.27 130.10 FUND B 272.10 DREYFUS BASIC S&P 500 STK IND .00 6,280.27 .00 .00 .00 FUND B 266.87 DREYFUS BASIC S&P 500 STK IND .00 6,274.28 .00 .00 .00 FUND S 105.03 DREYFUS BASIC S&P 500 STK IND .00 .00 2,457.72 2,066.14 391.58 FUND B 256.87 DREYFUS BASIC S&P 500 STK IND .00 6,051.92 .00 .00 .00 FUND S 43.25 DREYFUS BASIC S&P 500 STK IND .00 .00 1,030.33 853.67 176.66 FUND B 127.37 DREYFUS BASIC S&P 500 STK IND .00 3,041.63 .00 .00 .00 FUND B 205.08 DREYFUS BASIC S&P 500 STK IND .00 4,805.14 .00 .00 .00 FUND B 266.12 DREYFUS BASIC S&P 500 STK IND .00 6,317.90 .00 .00 .00 FUND B 228.52 DREYFUS BASIC S&P 500 STK IND .00 5,461.78 .00 .00 .00 FUND S 243.76 DREYFUS BASIC S&P 500 STK IND .00 .00 5,862.47 4,860.10 1,002.37 FUND B 242.36 DREYFUS BASIC S&P 500 STK IND .00 5,601.11 .00 .00 .00 FUND B 39.02 DREYFUS BASIC S&P 500 STK IND .00 901.04 .00 .00 .00 FUND S .21 DREYFUS BASIC S&P 500 STK IND .00 .00 5.00 4.22 .78 FUND B 259.36 DREYFUS BASIC S&P 500 STK IND .00 6,157.21 .00 .00 .00 FUND B 63.99 DREYFUS BASIC S&P 500 STK IND .00 1,498.05 .00 .00 .00 FUND B 2.65 DREYFUS BASIC S&P 500 STK IND .00 62.28 .00 .00 .00 FUND B 260.03 DREYFUS BASIC S&P 500 STK IND .00 6,170.58 .00 .00 .00 FUND B 264.34 DREYFUS BASIC S&P 500 STK IND .00 6,275.57 .00 .00 .00 FUND B 306.06 DREYFUS BASIC S&P 500 STK IND .00 7,091.50 .00 .00 .00 FUND B 278.83 DREYFUS BASIC S&P 500 STK IND .00 6,455.05 .00 .00 .00 FUND B 267.84 DREYFUS BASIC S&P 500 STK IND .00 6,358.61 .00 .00 .00 FUND
21 5 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 400.36 DREYFUS BASIC S&P 500 STK IND .00 9,152.44 .00 .00 .00 FUND B 268.46 DREYFUS BASIC S&P 500 STK IND .00 6,456.63 .00 .00 .00 FUND B 283.55 DREYFUS BASIC S&P 500 STK IND .00 6,827.89 .00 .00 .00 FUND S 159.06 DREYFUS BASIC S&P 500 STK IND .00 .00 3,873.17 3,258.87 614.30 FUND B 275.41 DREYFUS BASIC S&P 500 STK IND .00 6,824.71 .00 .00 .00 FUND B 262.30 DREYFUS BASIC S&P 500 STK IND .00 6,562.81 .00 .00 .00 FUND S 4.79 DREYFUS BASIC S&P 500 STK IND .00 .00 119.77 98.89 20.88 FUND B 155.70 DREYFUS/LAUREL FDS INC S&P .00 3,925.42 .00 .00 .00 500 STK INDEX FD TR SHS B 268.66 DREYFUS/LAUREL FDS INC S&P .00 6,759.70 .00 .00 .00 500 STK INDEX FD TR SHS S 155.70 DREYFUS/LAUREL FDS INC S&P .00 .00 3,855.35 3,224.38 630.97 500 STK INDEX FD TR SHS B 285.33 DREYFUS/LAUREL FDS INC S&P .00 6,916.59 .00 .00 .00 500 STK INDEX FD TR SHS B 109.37 DREYFUS/LAUREL FDS INC S&P .00 2,605.29 .00 .00 .00 500 STK INDEX FD TR SHS B 498.75 DREYFUS/LAUREL FDS INC S&P .00 11,511.28 .00 .00 .00 500 STK INDEX FD TR SHS B 78.32 DREYFUS/LAUREL FDS INC S&P .00 1,807.76 .00 .00 .00 500 STK INDEX FD TR SHS B 295.32 DREYFUS/LAUREL FDS INC S&P .00 6,872.22 .00 .00 .00 500 STK INDEX FD TR SHS B 323.31 DREYFUS/LAUREL FDS INC S&P .00 7,429.73 .00 .00 .00 500 STK INDEX FD TR SHS B 310.99 DREYFUS/LAUREL FDS INC S&P .00 6,530.97 .00 .00 .00 500 STK INDEX FD TR SHS B 123.00 DREYFUS/LAUREL FDS INC S&P .00 2,539.94 .00 .00 .00 500 STK INDEX FD TR SHS B 59.06 DREYFUS/LAUREL FDS INC S&P .00 1,260.34 .00 .00 .00 500 STK INDEX FD TR SHS B 355.07 DREYFUS/LAUREL FDS INC S&P .00 7,378.38 .00 .00 .00 500 STK INDEX FD TR SHS B 2.51 DREYFUS/LAUREL FDS INC S&P .00 54.90 .00 .00 .00 500 STK INDEX FD TR SHS B 315.86 DREYFUS/LAUREL FDS INC S&P .00 6,952.08 .00 .00 .00 500 STK INDEX FD TR SHS B 305.16 DREYFUS/LAUREL FDS INC S&P .00 6,628.17 .00 .00 .00 500 STK INDEX FD TR SHS B 304.02 DREYFUS/LAUREL FDS INC S&P .00 6,472.77 .00 .00 .00 500 STK INDEX FD TR SHS B 316.11 DREYFUS/LAUREL FDS INC S&P .00 6,635.19 .00 .00 .00 500 STK INDEX FD TR SHS B 12.15 DREYFUS/LAUREL FDS INC S&P .00 247.79 .00 .00 .00 500 STK INDEX FD TR SHS S 1.64 DREYFUS/LAUREL FDS INC S&P .00 .00 34.34 34.38 .04- 500 STK INDEX FD TR SHS S 227.58 DREYFUS/LAUREL FDS INC S&P .00 .00 4,822.47 4,764.68 57.79 500 STK INDEX FD TR SHS B 341.27 DREYFUS/LAUREL FDS INC S&P .00 7,211.12 .00 .00 .00 500 STK INDEX FD TR SHS S 19.13 DREYFUS/LAUREL FDS INC S&P .00 .00 429.49 400.75 28.74 500 STK INDEX FD TR SHS B 321.95 DREYFUS/LAUREL FDS INC S&P .00 7,276.23 .00 .00 .00 500 STK INDEX FD TR SHS B 297.62 DREYFUS/LAUREL FDS INC S&P .00 6,735.21 .00 .00 .00 500 STK INDEX FD TR SHS S 37.21 DREYFUS/LAUREL FDS INC S&P .00 .00 868.56 780.80 87.76 500 STK INDEX FD TR SHS B 2.79 DREYFUS/LAUREL FDS INC S&P .00 65.97 .00 .00 .00 500 STK INDEX FD TR SHS
22 6 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 281.05 DREYFUS/LAUREL FDS INC S&P .00 6,632.87 .00 .00 .00 500 STK INDEX FD TR SHS B 2.72 DREYFUS/LAUREL FDS INC S&P .00 66.11 .00 .00 .00 500 STK INDEX FD TR SHS B 81.49 DREYFUS/LAUREL FDS INC S&P .00 1,950.92 .00 .00 .00 500 STK INDEX FD TR SHS B 301.65 DREYFUS/LAUREL FDS INC S&P .00 7,221.65 .00 .00 .00 500 STK INDEX FD TR SHS S 7.48 DREYFUS/LAUREL FDS INC S&P .00 .00 178.69 157.71 20.98 500 STK INDEX FD TR SHS B 529.05 DREYFUS/LAUREL FDS INC S&P .00 12,734.37 .00 .00 .00 500 STK INDEX FD TR SHS B 322.54 DREYFUS/LAUREL FDS INC S&P .00 8,121.66 .00 .00 .00 500 STK INDEX FD TR SHS S 9.01 DREYFUS/LAUREL FDS INC S&P .00 .00 222.28 190.85 31.43 500 STK INDEX FD TR SHS B 325.31 DREYFUS/LAUREL FDS INC S&P .00 8,103.48 .00 .00 .00 500 STK INDEX FD TR SHS B 150.35 DREYFUS/LAUREL FDS INC S&P .00 3,733.22 .00 .00 .00 500 STK INDEX FD TR SHS B 280.24 DREYFUS/LAUREL FDS INC S&P .00 7,020.17 .00 .00 .00 500 STK INDEX FD TR SHS B 94.41 DREYFUS/LAUREL FDS INC S&P .00 2,368.76 .00 .00 .00 500 STK INDEX FD TR SHS B 328.01 DREYFUS/LAUREL FDS INC S&P .00 7,937.92 .00 .00 .00 500 STK INDEX FD TR SHS S 10.62 DREYFUS/LAUREL FDS INC S&P .00 .00 261.99 226.61 35.38 500 STK INDEX FD TR SHS B 92.89 DREYFUS/LAUREL FDS INC S&P .00 2,340.94 .00 .00 .00 500 STK INDEX FD TR SHS B 413.45 DREYFUS/LAUREL FDS INC S&P .00 10,551.37 .00 .00 .00 500 STK INDEX FD TR SHS B 155.04 DREYFUS/LAUREL FDS INC S&P .00 3,922.59 .00 .00 .00 500 STK INDEX FD TR SHS B 189.78 DREYFUS/LAUREL FDS INC S&P .00 4,909.75 .00 .00 .00 500 STK INDEX FD TR SHS FC 85.26 DREYFUS DISCIPLINED STK FD .00 2,653.51 .00 .00 .00 CL R B 26.58 DREYFUS DISCIPLINED STK FD .00 810.66 .00 .00 .00 CL R S 56.13 DREYFUS DISCIPLINED STK FD .00 .00 1,674.46 1,755.26 80.80 CL R B 38.89 DREYFUS DISCIPLINED STK FD .00 1,178.95 .00 .00 .00 CL R B 100.15 DREYFUS DISCIPLINED STK FD .00 3,069.69 .00 .00 .00 CL R B 105.60 DREYFUS DISCIPLINED STK FD .00 3,228.31 .00 .00 .00 CL R B 98.87 DREYFUS DISCIPLINED STK FD .00 3,108.62 .00 .00 .00 CL R S 3.62 DREYFUS DISCIPLINED STK FD .00 .00 116.87 113.30 3.57 CL R B 189.38 DREYFUS DISCIPLINED STK FD .00 6,200.33 .00 .00 .00 CL R B 2.07 DREYFUS DISCIPLINED STK FD .00 .00 68.42 64.81 3.61 CL R B 89.16 DREYFUS DISCIPLINED STK FD .00 2,955.07 .00 .00 .00 CL R B 110.39 DREYFUS DISCIPLINED STK FD .00 3,725.71 .00 .00 .00 CL R B 99.59 DREYFUS DISCIPLINED STK FD .00 3,392.02 .00 .00 .00 CL R S 25.17 DREYFUS DISCIPLINED STK FD .00 .00 878.75 790.95 87.80 CL R B 95.31 DREYFUS DISCIPLINED STK FD .00 3,344.67 .00 .00 .00 CL R B 87.98 DREYFUS DISCIPLINED STK FD .00 3,138.39 .00 .00 .00 CL R
23 7 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS B 85.11 DREYFUS DISCIPLINED STK FD .00 3,050.67 .00 .00 .00 CL R B 130.45 DREYFUS DISCIPLINED STK FD .00 4,654.55 .00 .00 .00 CL R B 87.83 DREYFUS DISCIPLINED STK FD .00 3,174.24 .00 .00 .00 CL R B 6.02 DREYFUS DISCIPLINED STK FD .00 219.32 .00 .00 .00 CL R B 85.61 DREYFUS DISCIPLINED STK FD .00 3,118.01 .00 .00 .00 CL R S 161.52 DREYFUS DISCIPLINED STK FD .00 .00 5,924.73 5,142.52 782.21 CL R B 82.35 DREYFUS DISCIPLINED STK FD .00 2,897.99 .00 .00 .00 CL R S .22 DREYFUS DISCIPLINED STK FD .00 .00 8.26 7.30 .96 CL R B 6.31 DREYFUS DISCIPLINED STK FD .00 230.07 .00 .00 .00 CL R B 90.39 DREYFUS DISCIPLINED STK FD .00 3,279.34 .00 .00 .00 CL R B 5.94 DREYFUS DISCIPLINED STK FD .00 213.47 .00 .00 .00 CL R B 1.73 DREYFUS DISCIPLINED STK FD .00 62.30 .00 .00 .00 CL R B 88.95 DREYFUS DISCIPLINED STK FD .00 3,219.27 .00 .00 .00 CL R B 88.58 DREYFUS DISCIPLINED STK FD .00 3,218.19 .00 .00 .00 CL R B 96.82 DREYFUS DISCIPLINED STK FD .00 3,423.82 .00 .00 .00 CL R B 82.60 DREYFUS DISCIPLINED STK FD .00 2,909.36 .00 .00 .00 CL R B 90.24 DREYFUS DISCIPLINED STK FD .00 3,261.52 .00 .00 .00 CL R B 152.38 DREYFUS DISCIPLINED STK FD .00 5,299.86 .00 .00 .00 CL R B 88.11 DREYFUS DISCIPLINED STK FD .00 3,216.16 .00 .00 .00 CL R B 100.53 DREYFUS DISCIPLINED STK FD .00 3,679.71 .00 .00 .00 CL R B 88.47 DREYFUS DISCIPLINED STK FD .00 3,235.88 .00 .00 .00 CL R B 96.38 DREYFUS DISCIPLINED STK FD .00 3,665.38 .00 .00 .00 CL R S 3.47 DREYFUS DISCIPLINED STK FD .00 .00 131.83 113.11 18.72 CL R B 86.31 DREYFUS & LAUREL FDS INC. .00 3,299.98 .00 .00 .00 DISCIPL STK FD CL R B 93.21 DREYFUS/LAUREL DISC STK FD R .00 3,418.24 .00 .00 .00 B 18.20 DREYFUS/LAUREL DISC STK FD R .00 631.28 .00 .00 .00 B 175.61 DREYFUS/LAUREL DISC STK FD R .00 6,090.39 .00 .00 .00 S 15.16 DREYFUS/LAUREL DISC STK FD R .00 .00 512.06 496.03 16.03 S 3.68 DREYFUS/LAUREL DISC STK FD R .00 .00 127.05 120.68 6.37 B 128.02 DREYFUS/LAUREL DISC STK FD R .00 4,471.84 .00 .00 .00 B 94.84 DREYFUS/LAUREL DISC STK FD R .00 3,252.23 .00 .00 .00 B 101.02 DREYFUS/LAUREL DISC STK FD R .00 3,157.03 .00 .00 .00 S 82.78 DREYFUS/LAUREL DISC STK FD R .00 .00 2,539.94 2,711.32 171.38 B 108.79 DREYFUS/LAUREL DISC STK FD R .00 3,354.23 .00 .00 .00 S 1.69 DREYFUS/LAUREL DISC STK FD R .00 .00 54.90 55.47 .57 B 107.20 DREYFUS/LAUREL DISC STK FD R .00 3,500.23 .00 .00 .00 B 106.86 DREYFUS/LAUREL DISC STK FD R .00 3,434.73 .00 .00 .00 B 105.38 DREYFUS/LAUREL DISC STK FD R .00 3,321.87 .00 .00 .00 B 108.16 DREYFUS/LAUREL DISC STK FD R .00 3,344.37 .00 .00 .00 S 68.00 DREYFUS/LAUREL DISC STK FD R .00 .00 2,060.39 2,221.94 161.55 S 8.29 DREYFUS/LAUREL DISC STK FD R .00 .00 247.79 270.98 23.19 B 114.68 DREYFUS/LAUREL DISC STK FD R .00 3,570.27 .00 .00 .00 S 3.90 DREYFUS/LAUREL DISC STK FD R .00 .00 129.44 127.35 2.09 B 99.13 DREYFUS/LAUREL DISC STK FD R .00 3,310.11 .00 .00 .00 B 82.17 DREYFUS/LAUREL DISC STK FD R .00 2,761.03 .00 .00 .00
24 8 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE SECURITY DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS S 67.58 DREYFUS/LAUREL DISC STK FD R .00 00 2,343.88 2,208.17 135.71 S 1.88 DREYFUS/LAUREL DISC STK FD R .00 .00 65.97 61.49 4.48 B 88.07 DREYFUS/LAUREL DISC STK FD R .00 3,083.36 .00 .00 .00 B 8.77 DREYFUS/LAUREL DISC STK FD R .00 312.50 .00 .00 .00 S 1.84 DREYFUS/LAUREL DISC STK FD R .00 .00 66.11 60.16 5.95 B 89.74 DREYFUS/LAUREL DISC STK FD R .00 3,194.78 .00 .00 .00 S 4.85 DREYFUS/LAUREL DISC STK FD R .00 .00 172.14 158.81 13.33 B 99.06 DREYFUS/LAUREL DISC STK FD R .00 3,543.51 .00 .00 .00 B 94.70 DREYFUS/LAUREL DISC STK FD R .00 3,551.32 .00 .00 .00 S 5.95 DREYFUS/LAUREL DISC STK FD R .00 .00 217.83 195.32 22.51 B 94.32 DREYFUS/LAUREL DISC STK FD R .00 3,491.80 .00 .00 .00 B 86.02 DREYFUS/LAUREL DISC STK FD R .00 3,200.12 .00 .00 .00 S 63.59 DREYFUS/LAUREL DISC STK FD R .00 .00 2,368.76 2,092.34 276.42 B 90.93 DREYFUS/LAUREL DISC STK FD R .00 3,272.65 .00 .00 .00 S 6.98 DREYFUS/LAUREL DISC STK FD R .00 .00 256.37 230.18 26.19 B 62.39 DREYFUS/LAUREL DISC STK FD R .00 2,340.94 .00 .00 .00 B 121.74 DREYFUS/LAUREL DISC STK FD R .00 4,637.19 .00 .00 .00 B 85.70 DREYFUS/LAUREL DISC STK FD R .00 3,210.44 .00 .00 .00 FC 88.00 SEAGRAM LTD COM 5.28 2,700.28 .00 .00 .00 FC 44.00 SEAGRAM LTD COM 2.64 1,432.64 .00 .00 .00 B 10.00 SEAGRAM LTD COM .60 326.85 .00 .00 .00 B 13.00 SEAGRAM LTD COM .78 440.34 .00 .00 .00 B 39.00 SEAGRAM LTD COM 2.34 1,335.65 .00 .00 .00 B 44.00 SEAGRAM LTD COM 2.64 1,484.89 .00 .00 .00 B 43.00 SEAGRAM LTD COM 2.58 1,478.02 .00 .00 .00 S 6.00 SEAGRAM LTD COM .37 .00 204.76 217.32 12.56- S 15.00 SEAGRAM LTD COM .92 .00 563.46 542.67 20.79 S 22.00 SEAGRAM LTD COM 1.35 .00 831.90 795.91 35.99 B 35.00 SEAGRAM LTD COM 2.10 1,332.10 .00 .00 .00 B 37.00 SEAGRAM LTD COM 2.22 1,405.91 .00 .00 .00 B 36.00 SEAGRAM LTD COM 2.16 1,397.16 .00 .00 .00 S 9.00 SEAGRAM LTD COM .56 .00 342.00 326.64 15.30 B 39.00 SEAGRAM LTD COM 2.34 1,464.84 .00 .00 .00 B 39.00 SEAGRAM LTD COM 2.34 1,479.47 .00 .00 .00 S 1.00 SEAGRAM LTD COM .07 .00 37.74 36.32 1.42 B 39.00 SEAGRAM LTD COM 2.34 1,518.47 .00 .00 .00 B 37.00 SEAGRAM LTD COM 2.22 1,459.10 .00 .00 .00 B 39.00 SEAGRAM LTD COM 2.34 1,462.10 .00 .00 .00 B 44.00 SEAGRAM LTD COM 2.64 1,674.64 .00 .00 .00 B 16.00 SEAGRAM LTD COM .96 609.96 .00 .00 .00 B 40.00 SEAGRAM LTD COM 2.40 1,499.90 .00 .00 .00 B 35.00 SEAGRAM LTD COM 2.10 1,378.04 .00 .00 .00 B 33.00 SEAGRAM LTD COM 1.98 1,288.98 .00 .00 .00 S 6.00 SEAGRAM LTD COM .37 .00 248.63 219.64 28.99 B 34.00 SEAGRAM LTD COM 2.04 1,442.79 .00 .00 .00 B 20.00 SEAGRAM LTD COM 1.20 848.70 .00 .00 .00 B 36.00 SEAGRAM LTD COM 2.16 1,532.16 .00 .00 .00 B 35.00 SEAGRAM LTD COM 2.10 1,430.54 .00 .00 .00 B 34.00 SEAGRAM LTD COM 2.04 1,481.04 .00 .00 .00 B 35.00 SEAGRAM LTD COM 2.10 1,507.10 .00 .00 .00 B 41.00 SEAGRAM LTD COM 2.46 1,760.34 .00 .00 .00 B 34.00 SEAGRAM LTD COM 2.04 1,391.79 .00 .00 .00 S 5.00 SEAGRAM LTD COM .31 .00 203.13 186.01 17.12 B 40.00 SEAGRAM LTD COM 2.40 1,617.40 .00 .00 .00 S 7.00 SEAGRAM LTD COM .43 .00 284.82 260.76 24.06 B 44.00 SEAGRAM LTD COM 2.64 1,823.14 .00 .00 .00 B 48.00 SEAGRAM LTD COM 2.88 1,973.88 .00 .00 .00 B 40.00 SEAGRAM LTD COM 2.40 1,624.90 .00 .00 .00 S 4.00 SEAGRAM LTD COM .25 .00 161.00 149.74 11.26 B 34.00 SEAGRAM LTD COM 2.04 1,366.29 .00 .00 .00 B 7.00 SEAGRAM LTD COM .42 281.73 .00 .00 .00 B 42.00 SEAGRAM LTD COM 2.52 281.73 .00 .00 .00 B 86.00 SEAGRAM LTD COM 5.16 2,956.04 .00 .00 .06 S 7.00 SEAGRAM LTD COM .43 .00 226.63 261.75 35.12- B 48.00 SEAGRAM LTD COM 2.88 1,640.88 .00 .00 .00 B 56.00 SEAGRAM LTD COM 3.36 1,921.36 .00 .00 .00 B 48.00 SEAGRAM LTD COM 2.88 1,562.88 .00 .00 .00 B 54.00 SEAGRAM LTD COM 3.24 1,680.62 .00 .00 .00 B 47.00 SEAGRAM LTD COM 2.82 1,536.20 .00 .00 .00
25 9 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- ------------------------ B 58.00 SEAGRAM LTD COM 3.48 1,881.23 .00 .00 .00 B 53.00 SEAGRAM LTD COM 3.18 1,695.87 .00 .00 .00 B 65.00 SEAGRAM LTD COM 3.90 1,746.71 .00 .00 .00 B 74.00 SEAGRAM LTD COM 4.44 1,965.44 .00 .00 .00 B 40.00 SEAGRAM LTD COM 2.40 1,044.90 .00 .00 .00 B 73.00 SEAGRAM LTD COM 4.38 2,034.69 .00 .00 .00 B 7.00 SEAGRAM LTD COM .42 203.42 .00 .00 .00 B 731.00 SEAGRAM LTD COM 43.86 20,877.36 .00 .00 .00 B 57.00 SEAGRAM LTD COM 3.42 1,631.48 .00 .00 .00 B 49.00 SEAGRAM LTD COM 2.94 1,607.69 .00 .00 .00 B 54.00 SEAGRAM LTD COM 3.24 1,646.87 .00 .00 .00 B 50.00 SEAGRAM LTD COM 3.00 1,674.88 .00 .00 .00 B 51.00 SEAGRAM LTD COM 3.06 1,813.56 .00 .00 .00 S 45.00 SEAGRAM LTD COM 2.76 .00 1,521.62 1,561.27 39.65 S 165.00 SEAGRAM LTD COM 10.09 .00 5,527.72 5,724.64 196.92 S 8.00 SEAGRAM LTD COM .49 .00 270.01 277.56 7.55 B 58.00 SEAGRAM LTD COM 3.48 1,979.11 .00 .00 .00 B 58.00 SEAGRAM LTD COM 3.48 2,058.86 .00 .00 .00 S 6.00 SEAGRAM LTD COM .37 .00 207.01 208.46 1.45 B 58.00 SEAGRAM LTD COM .00 2,037.11 .00 .00 .00 B 48.00 SEAGRAM LTD COM 2.88 1,757.88 .00 .00 .00 B 51.00 SEAGRAM LTD COM 3.06 1,762.56 .00 .00 .00 S 7.00 SEAGRAM LTD COM .43 .00 253.32 243.02 10.30 S 131.00 SEAGRAM LTD COM 8.02 .00 4,716.17 4,547.89 168.28 B 73.00 SEAGRAM LTD COM 4.38 2,655.19 .00 .00 .00 B 46.00 SEAGRAM LTD COM 2.30 1,735.93 .00 .00 .00 FC 60.73 WARBURG PINCUS EMERGING GROWTH FD .00 2,293.83 .00 .00 .00 B 15.04 WARBURG PINCUS EMERGING GROWTH FD .00 541.72 .00 .00 .00 S 120.92 WARBURG PINCUS EMERGING GROWTH FD .00 .00 4,186.24 4,446.82 260.58- B 15.48 WARBURG PINCUS EMERGING GROWTH FD .00 550.31 .00 .00 .00 B 74.11 WARBURG PINCUS EMERGING GROWTH FD .00 2,686.57 .00 .00 .00 B 75.75 WARBURG PINCUS EMERGING GROWTH FD .00 2,727.25 .00 .00 .00 B 68.90 WARBURG PINCUS EMERGING GROWTH FD .00 2,537.11 .00 .00 .00 B 126.65 WARBURG PINCUS EMERGING GROWTH FD .00 4,952.10 .00 .00 .00 S 4.29 WARBURG PINCUS EMERGING GROWTH FD .00 .00 169.00 158.33 10.67 B 72.41 WARBURG PINCUS EMERGING GROWTH FD .00 2,844.39 .00 .00 .00 B 58.56 WARBURG PINCUS EMERGING GROWTH FD .00 2,377.58 .00 .00 .00 B 63.39 WARBURG PINCUS EMERGING GROWTH FD .00 2,582.23 .00 .00 .00 S 20.43 WARBURG PINCUS EMERGING GROWTH FD .00 .00 843.17 756.27 86.90 B 62.68 WARBURG PINCUS EMERGING GROWTH FD .00 2,598.70 .00 .00 .00 B 58.10 WARBURG PINCUS EMERGING GROWTH FD .00 2,432.98 .00 .00 .00 B 53.94 WARBURG PINCUS EMERGING GROWTH FD .00 2,300.68 .00 .00 .00 B 80.45 WARBURG PINCUS EMERGING GROWTH FD .00 3,377.64 .00 .00 .00 B 59.00 WARBURG PINCUS EMERGING GROWTH FD .00 2,529.05 .00 .00 .00 B 56.63 WARBURG PINCUS EMERGING GROWTH FD .00 2,467.58 .00 .00 .00 B 52.82 WARBURG PINCUS EMERGING GROWTH FD .00 2,187.43 .00 .00 .00 S 16.41 WARBURG PINCUS EMERGING GROWTH FD .00 .00 687.26 616.94 70.32
26 10 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- S .19 WARBURG PINCUS EMERGING GROWTH FD .00 .00 8.30 7.29 1.01 B 58.92 WARBURG PINCUS EMERGING GROWTH FD .00 2,517.11 .00 .00 .00 B 3.32 WARBURG PINCUS EMERGING GROWTH FD .00 139.60 .00 .00 .00 B 68.31 WARBURG PINCUS EMERGING GROWTH FD .00 2,877.61 .00 .00 .00 B 63.40 WARBURG PINCUS EMERGING GROWTH FD .00 2,621.80 .00 .00 .00 B 70.21 WARBURG PINCUS EMERGING GROWTH FD .00 2,783.30 .00 .00 .00 B 70.75 WARBURG PINCUS EMERGING GROWTH FD .00 2,806.80 .00 .00 .00 B 64.41 WARBURG PINCUS EMERGING GROWTH FD .00 2,624.23 .00 .00 .00 B 71.74 WARBURG PINCUS EMERGING GROWTH FD .00 2,795.04 .00 .00 .00 B 70.12 WARBURG PINCUS EMERGING GROWTH FD .00 2,903.11 .00 .00 .00 B 76.05 WARBURG PINCUS EMERGING GROWTH FD .00 3,186.52 .00 .00 .00 B 66.76 WARBURG PINCUS EMERGING GROWTH FD .00 2,814.65 .00 .00 .00 B 66.56 WARBURG PINCUS EMERGING GROWTH FD .00 2,792.95 .00 .00 .00 S 2.20 WARBURG PINCUS EMERGING GROWTH FD .00 .00 92.78 84.15 8.63 B 62.12 WARBURG PINCUS EMERGING GROWTH FD .00 2,614.06 .00 .00 .00 B 66.70 WARBURG PINCUS EMERGING GROWTH FD .00 2,682.23 .00 .00 .00 S 67.39 WARBURG PINCUS EMERGING GROWTH FD .00 .00 2,605.29 2,577.09 28.20 B 163.23 WARBURG PINCUS EMERGING GROWTH FD .00 6,122.79 .00 .00 .00 B 61.59 WARBURG PINCUS EMERGING GROWTH FD .00 2,305.51 .00 .00 .00 B 71.86 WARBURG PINCUS EMERGING GROWTH FD .00 2,533.11 .00 .00 .00 B 81.94 WARBURG PINCUS EMERGING GROWTH FD .00 2,637.83 .00 .00 .00 B 104.61 WARBURG PINCUS EMERGING GROWTH FD .00 3,328.98 .00 .00 .00 B 92.88 WARBURG PINCUS EMERGING GROWTH FD .00 3,040.11 .00 .00 .00 B 84.02 WARBURG PINCUS EMERGING GROWTH FD .00 2,713.91 .00 .00 .00 B 102.52 WARBURG PINCUS EMERGING GROWTH FD .00 3,098.34 .00 .00 .00 B 97.10 WARBURG PINCUS EMERGING GROWTH FD .00 2,784.82 .00 .00 .00 S 6.33 WARBURG PINCUS EMERGING GROWTH FD .00 .00 172.58 237.36 64.78- B 111.58 WARBURG PINCUS EMERGING GROWTH FD .00 3,109.76 .00 .00 .00 S 14.50 WARBURG PINCUS EMERGING GROWTH FD .00 .00 441.07 540.77 99.70- B 102.31 WARBURG PINCUS EMERGING GROWTH FD .00 3,255.57 .00 .00 .00 B 88.21 WARBURG PINCUS EMERGING GROWTH FD .00 2,874.03 .00 .00 .00 S 33.92 WARBURG PINCUS EMERGING GROWTH FD .00 .00 1,143.08 1,258.91 115.83- B 83.78 WARBURG PINCUS EMERGING GROWTH FD .00 2,866.31 .00 .00 .00 B 83.14 WARBURG PINCUS EMERGING GROWTH FD .00 2,932.50 .00 .00 .00
27 11 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- B 33.74 WARBURG PINCUS EMERGING GROWTH FD .00 1,181.71 .00 .00 .00 B 102.96 WARBURG PINCUS EMERGING GROWTH FD .00 3,629.41 .00 .00 .00 B 96.64 WARBURG PINCUS EMERGING GROWTH FD .00 3,487.03 .00 .00 .00 S 77.47 WARBURG PINCUS EMERGING GROWTH FD .00 .00 2,770.56 2,865.25 94.69- B 95.55 WARBURG PINCUS EMERGING GROWTH FD .00 3,412.35 .00 .00 .00 B 73.98 WARBURG PINCUS EMERGING GROWTH FD .00 2,672.98 .00 .00 .00 B 91.39 WARBURG PINCUS EMERGING GROWTH FD .00 3,189.63 .00 .00 .00 B 113.98 WARBURG PINCUS EMERGING GROWTH FD .00 4,200.34 .00 .00 .00 B 67.03 WARBURG PINCUS EMERGING GROWTH FD .00 2,679.36 .00 .00 .00 S 1,238.41 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,238.41 1,238.41 .00 LIQUIDITY FUND S 1,420.46 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,420.46 1,420.46 .00 LIQUIDITY FUND B 333.02 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 333.02 .00 .00 .00 LIQUIDITY FUND S 326.85 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 326.85 326.85 .00 LIQUIDITY FUND B 461.48 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 461.48 .00 .00 .00 LIQUIDITY FUND S 440.34 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 440.34 440.34 .00 LIQUIDITY FUND B 1,355.00 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,355.00 .00 .00 .00 LIQUIDITY FUND S 1,335.65 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,335.65 1,335.65 .00 LIQUIDITY FUND B 1,488.32 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,488.32 .00 .00 .00 LIQUIDITY FUND S 1,484.89 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,484.89 1,484.89 .00 LIQUIDITY FUND B 1,507.57 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,507.57 .00 .00 .00 LIQUIDITY FUND S 1,457.08 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,457.08 1,457.08 .00 LIQUIDITY FUND B 10.36 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 10.36 .00 .00 .00 LIQUIDITY FUND B 2,697.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,697.94 .00 .00 .00 LIQUIDITY FUND S 2,738.01 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,738.01 2,738.01 .00 LIQUIDITY FUND B 67.71 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 67.71 .00 .00 .00 LIQUIDITY FUND B 1,406.93 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,406.93 .00 .00 .00 LIQUIDITY FUND S 1,397.16 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,397.16 1,397.16 .00 LIQUIDITY FUND B 11.93 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.93 .00 .00 .00 LIQUIDITY FUND B 1,466.78 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,466.78 .00 .00 .00 LIQUIDITY FUND B 1,482.47 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,482.47 .00 .00 .00 LIQUIDITY FUND S 1,464.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,464.84 1,464.84 .00 LIQUIDITY FUND S 1,439.06 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,439.06 1,439.06 .00 LIQUIDITY FUND B 278.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 278.26 .00 .00 .00 LIQUIDITY FUND B 1,542.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,542.04 .00 .00 .00
28 12 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- S 1,523.81 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,523.81 1,523.81 .00 LIQUIDITY FUND B 1,494.62 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,494.62 .00 .00 .00 LIQUIDITY FUND S 1,459.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,459.10 1,459.10 .00 LIQUIDITY FUND B 1,475.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,475.84 .00 .00 .00 LIQUIDITY FUND B 11.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.68 .00 .00 .00 LIQUIDITY FUND S 1,462.40 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,462.40 1,462.40 .00 LIQUIDITY FUND B 2,331.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,331.53 .00 .00 .00 LIQUIDITY FUND S 1,674.64 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,674.64 1,674.64 .00 LIQUIDITY FUND B 901.97 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 901.97 .00 .00 .00 LIQUIDITY FUND S 1,499.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,499.90 1,499.90 .00 LIQUIDITY FUND B 1,383.27 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,383.27 .00 .00 .00 LIQUIDITY FUND S 1,378.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,378.04 1,378.04 .00 LIQUIDITY FUND B 1,937.96 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,937.96 .00 .00 .00 LIQUIDITY FUND S 1,288.98 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,288.98 1,288.98 .00 LIQUIDITY FUND S 621.01 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 621.01 621.01 .00 LIQUIDITY FUND B 18.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 18.56 .00 .00 .00 LIQUIDITY FUND B 13.73 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 13.73 .00 .00 .00 LIQUIDITY FUND B 1,478.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,478.90 .00 .00 .00 LIQUIDITY FUND S 1,442.79 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,442.79 1,442.79 .00 LIQUIDITY FUND B 1,553.45 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,553.45 .00 .00 .00 LIQUIDITY FUND S 848.70 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 848.70 848.70 .00 LIQUIDITY FUND S 1,532.16 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,532.16 1,532.16 .00 LIQUIDITY FUND B 1,456.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,456.26 .00 .00 .00 LIQUIDITY FUND S 550.55 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 550.55 550.55 .00 LIQUIDITY FUND S 1,430.54 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,430.54 1,430.54 .00 LIQUIDITY FUND B 1,506.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,506.53 .00 .00 .00 LIQUIDITY FUND S 1,481.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,481.04 1,481.04 .00 LIQUIDITY FUND B 1,511.37 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,511.37 .00 .00 .00 LIQUIDITY FUND B 10.78 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 10.78 .00 .00 .00 LIQUIDITY FUND S 1,507.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,507.10 1,507.10 .00 LIQUIDITY FUND B 1,799.67 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,799.67 .00 .00 .00 LIQUIDITY FUND S 1,760.34 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,760.34 1,760.34 .00 LIQUIDITY FUND B 348.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 348.94 .00 .00 .00 LIQUIDITY FUND B 1,429.97 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,429.97 .00 .00 .00
29 13 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- S 1,383.15 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,383.15 1,383.15 .00 LIQUIDITY FUND B 1,647.52 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,647.52 .00 .00 .00 LIQUIDITY FUND S 1,617.40 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,617.40 1,617.40 .00 LIQUIDITY FUND B 284.82 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 284.82 .00 .00 .00 LIQUIDITY FUND B 1,849.89 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,849.89 .00 .00 .00 LIQUIDITY FUND B 7.67 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 7.67 .00 .00 .00 LIQUIDITY FUND S 1,823.14 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,823.14 1,823.14 .00 LIQUIDITY FUND B 1,984.44 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,984.44 .00 .00 .00 LIQUIDITY FUND S 1,973.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,973.88 1,973.88 .00 LIQUIDITY FUND B 1,634.05 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,634.05 .00 .00 .00 LIQUIDITY FUND S 1,624.90 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,624.90 1,624.90 .00 LIQUIDITY FUND B 3.33 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 3.33 .00 .00 .00 LIQUIDITY FUND B 1,400.51 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,400.51 .00 .00 .00 LIQUIDITY FUND S 1,366.29 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,366.29 1,366.29 .00 LIQUIDITY FUND S 281.73 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 281.73 281.73 .00 LIQUIDITY FUND B 1,612.42 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,612.42 .00 .00 .00 LIQUIDITY FUND S 1,598.52 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,598.52 1,598.52 .00 LIQUIDITY FUND B 11.72 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 11.72 .00 .00 .00 LIQUIDITY FUND B 2,972.77 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,972.77 .00 .00 .00 LIQUIDITY FUND S 2,956.04 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,956.04 2,956.04 .00 LIQUIDITY FUND S 3.09 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 3.09 3.09 .00 LIQUIDITY FUND B 28.64 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 28.64 .00 .00 .00 LIQUIDITY FUND B 1,660.11 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,660.11 .00 .00 .00 LIQUIDITY FUND S 1,640.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,640.88 1,640.88 .00 LIQUIDITY FUND B 1,944.43 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,944.43 .00 .00 .00 LIQUIDITY FUND S 1,921.36 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,921.36 1,921.36 .00 LIQUIDITY FUND B 1,601.37 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,601.37 .00 .00 .00 LIQUIDITY FUND S 1,562.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,562.88 1,562.88 .00 LIQUIDITY FUND B 1,697.02 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,697.02 .00 .00 .00 LIQUIDITY FUND S 1,257.07 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,257.07 1,257.07 .00 LIQUIDITY FUND B 1,900.38 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,900.38 .00 .00 .00 LIQUIDITY FUND S 1,536.20 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,536.20 1,536.20 .00 LIQUIDITY FUND S 1,881.23 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,881.23 1,881.23 .00 LIQUIDITY FUND B 1,719.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,719.68 .00 .00 .00 LIQUIDITY FUND
30 14 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- S 1,695.87 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,695.87 1,695.87 .00 LIQUIDITY FUND B 2,231.17 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,231.17 .00 .00 .00 LIQUIDITY FUND B 1,756.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,756.94 .00 .00 .00 LIQUIDITY FUND B 1,979.41 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,979.41 .00 .00 .00 LIQUIDITY FUND S 684.06 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 684.06 684.06 .00 LIQUIDITY FUND B 94.95 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 94.95 .00 .00 .00 LIQUIDITY FUND B 20,063.94 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 20,063.94 .00 .00 .00 LIQUIDITY FUND S 388.68 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 388.68 388.68 .00 LIQUIDITY FUND S 203.42 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 203.42 203.42 .00 LIQUIDITY FUND S 22,508.84 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 22,508.84 22,508.84 .00 LIQUIDITY FUND B 1,618.79 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,618.79 .00 .00 .00 LIQUIDITY FUND S 2,231.17 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,231.17 2,231.17 .00 LIQUIDITY FUND S 1,607.69 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,607.69 1,607.69 .00 LIQUIDITY FUND B 1,658.59 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,658.59 .00 .00 .00 LIQUIDITY FUND B 1,745.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,745.88 .00 .00 .00 LIQUIDITY FUND S 3,321.75 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 3,321.75 3,321.75 .00 LIQUIDITY FUND B 1,840.44 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,840.44 .00 .00 .00 LIQUIDITY FUND S 1,489.53 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,489.53 1,489.53 .00 LIQUIDITY FUND S 1,117.99 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,117.99 1,117.99 .00 LIQUIDITY FUND B 863.46 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 863.46 .00 .00 .00 LIQUIDITY FUND B 2,086.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,086.56 .00 .00 .00 LIQUIDITY FUND S 2,058.86 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,058.86 2,058.86 .00 LIQUIDITY FUND B 2,038.56 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,038.56 .00 .00 .00 LIQUIDITY FUND S 188.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 188.10 188.10 .00 LIQUIDITY FUND B 1,787.26 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 1,787.26 .00 .00 .00 LIQUIDITY FUND B 2,404.21 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 2,404.21 .00 .00 .00 LIQUIDITY FUND S 238.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 238.10 238.10 .00 LIQUIDITY FUND S 4,681.88 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 4,681.88 4,681.88 .00 LIQUIDITY FUND B 4,138.70 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 4,138.70 .00 .00 .00 LIQUIDITY FUND S 2,655.19 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 2,655.19 2,655.19 .00 LIQUIDITY FUND S 1,830.10 TBC INC POOLED EMPLOYEE FUNDS DAILY .00 .00 1,830.10 1,830.10 .00 LIQUIDITY FUND FC 585.95 CERTUS STABLE VALUE SER 'I' FD .00 585.95 .00 .00 .00 B 154.87 CERTUS STABLE VALUE SER 'I' FD .00 154.87 .00 .00 .00 B 175.48 CERTUS STABLE VALUE SER 'I' FD .00 175.48 .00 .00 .00
31 15 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- B 584.66 CERTUS STABLE VALUE SER 'I' FD .00 584.66 .00 .00 .00 B 709.42 CERTUS STABLE VALUE SER 'I' FD .00 709.42 .00 .00 .00 B 371.29 CERTUS STABLE VALUE SER 'I' FD .00 371.29 .00 .00 .00 B 125.25 CERTUS STABLE VALUE SER 'I' FD .00 125.25 .00 .00 .00 B 1,091.22 CERTUS STABLE VALUE SER 'I' FD .00 1,091.22 .00 .00 .00 B 30.37 CERTUS STABLE VALUE SER 'I' FD .00 30.37 .00 .00 .00 B 693.38 CERTUS STABLE VALUE SER 'I' FD .00 693.38 .00 .00 .00 B 119.81 CERTUS STABLE VALUE SER 'I' FD .00 119.81 .00 .00 .00 B 635.94 CERTUS STABLE VALUE SER 'I' FD .00 635.94 .00 .00 .00 B 621.77 CERTUS STABLE VALUE SER 'I' FD .00 621.77 .00 .00 .00 S 580.45 CERTUS STABLE VALUE SER 'I' FD .00 .00 580.45 580.45 .00 B 3,348.17 CERTUS STABLE VALUE SER 'I' FD .00 3,348.17 .00 .00 .00 B 661.11 CERTUS STABLE VALUE SER 'I' FD .00 661.11 .00 .00 .00 B 714.33 CERTUS STABLE VALUE SER 'I' FD .00 714.33 .00 .00 .00 B 164.76 CERTUS STABLE VALUE SER 'I' FD .00 164.76 .00 .00 .00 B 627.34 CERTUS STABLE VALUE SER 'I' FD .00 627.34 .00 .00 .00 B 790.13 CERTUS STABLE VALUE SER 'I' FD .00 790.13 .00 .00 .00 B 604.42 CERTUS STABLE VALUE SER 'I' FD .00 604.42 .00 .00 .00 B 549.45 CERTUS STABLE VALUE SER 'I' FD .00 549.45 .00 .00 .00 B 12,887.19 CERTUS STABLE VALUE SER 'I' FD .00 12,887.19 .00 .00 .00 B 792.23 CERTUS STABLE VALUE SER 'I' FD .00 792.23 .00 .00 .00 S 213.78 CERTUS STABLE VALUE SER 'I' FD .00 .00 213.78 213.78 .00 B 194.92 CERTUS STABLE VALUE SER 'I' FD .00 194.92 .00 .00 .00 S 1,561.23 CERTUS STABLE VALUE SER 'I' FD .00 .00 1,561.23 1,561.23 .00 B 941.69 CERTUS STABLE VALUE SER 'I' FD .00 941.69 .00 .00 .00 S 62.30 CERTUS STABLE VALUE SER 'I' FD .00 .00 62.30 62.30 .00 B 938.21 CERTUS STABLE VALUE SER 'I' FD .00 938.21 .00 .00 .00 B 858.81 CERTUS STABLE VALUE SER 'I' FD .00 858.81 .00 .00 .00 B 971.66 CERTUS STABLE VALUE SER 'I' FD .00 971.66 .00 .00 .00 B 244.77 CERTUS STABLE VALUE SER 'I' FD .00 244.77 .00 .00 .00 B 926.27 CERTUS STABLE VALUE SER 'I' FD .00 926.27 .00 .00 .00 B 887.58 CERTUS STABLE VALUE SER 'I' FD .00 887.58 .00 .00 .00 S 1,523.35 CERTUS STABLE VALUE SER 'I' FD .00 .00 1,523.35 1,523.35 .00 B 940.02 CERTUS STABLE VALUE SER 'I' FD .00 940.02 .00 .00 .00
32 16 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- B 1,001.74 CERTUS STABLE VALUE SER 'I' FD .00 1,001.74 .00 .00 .00 B 256.13 CERTUS STABLE VALUE SER 'I' FD .00 256.13 .00 .00 .00 B 1,037.36 CERTUS STABLE VALUE SER 'I' FD .00 1,037.36 .00 .00 .00 B 983.98 CERTUS STABLE VALUE SER 'I' FD .00 983.98 .00 .00 .00 S 248.68 CERTUS STABLE VALUE SER 'I' FD .00 .00 248.68 248.68 .00 B 940.70 CERTUS STABLE VALUE SER 'I' FD .00 940.70 .00 .00 .00 B 919.11 CERTUS STABLE VALUE SER 'I' FD .00 919.11 .00 .00 .00 B 279.18 CERTUS STABLE VALUE SER 'I' FD .00 279.18 .00 .00 .00 B 2,061.67 CERTUS STABLE VALUE SER 'I' FD .00 2,061.67 .00 .00 .00 B 63.53 CERTUS STABLE VALUE SER 'I' FD .00 63.53 .00 .00 .00 B 1,160.41 CERTUS STABLE VALUE SER 'I' FD .00 1,160.41 .00 .00 .00 B 235.33 CERTUS STABLE VALUE SER 'I' FD .00 235.33 .00 .00 .00 B 298.15 CERTUS STABLE VALUE SER 'I' FD .00 298.15 .00 .00 .00 B 918.06 CERTUS STABLE VALUE SER 'I' FD .00 918.06 .00 .00 .00 B 1,138.20 CERTUS STABLE VALUE SER 'I' FD .00 1,138.20 .00 .00 .00 B 828.75 CERTUS STABLE VALUE SER 'I' FD .00 828.75 .00 .00 .00 B 695.11 CERTUS STABLE VALUE SER 'I' FD .00 695.11 .00 .00 .00 B 298.36 CERTUS STABLE VALUE SER 'I' FD .00 298.36 .00 .00 .00 B 937.10 CERTUS STABLE VALUE SER 'I' FD .00 937.10 .00 .00 .00 B 897.03 CERTUS STABLE VALUE SER 'I' FD .00 897.03 .00 .00 .00 S 16,079.45 CERTUS STABLE VALUE SER 'I' FD .00 .00 16,079.45 16,079.45 .00 B 907.55 CERTUS STABLE VALUE SER 'I' FD .00 907.55 .00 .00 .00 B 1,020.80 CERTUS STABLE VALUE SER 'I' FD .00 1,020.80 .00 .00 .00 B 811.43 CERTUS STABLE VALUE SER 'I' FD .00 811.43 .00 .00 .00 B 282.70 CERTUS STABLE VALUE SER 'I' FD .00 282.70 .00 .00 .00 B 863.86 CERTUS STABLE VALUE SER 'I' FD .00 863.86 .00 .00 .00 B 938.49 CERTUS STABLE VALUE SER 'I' FD .00 938.49 .00 .00 .00 B 916.73 CERTUS STABLE VALUE SER 'I' FD .00 916.73 .00 .00 .00 B 1,135.51 CERTUS STABLE VALUE SER 'I' FD .00 1,135.51 .00 .00 .00 B 269.84 CERTUS STABLE VALUE SER 'I' FD .00 269.84 .00 .00 .00 S 210.87 CERTUS STABLE VALUE SER 'I' FD .00 .00 210.87 210.87 .00
33 17 SINGLE TRANSACTIONS IN EXCESS OF FIVE PERCENT OF THE CURRENT VALUE OF THE PLAN ASSETS FOR THE PERIOD 01 JANUARY 1998 THROUGH 31 DECEMBER 1998
5% VALUE: .01 TRAN SHARES/ SECURITY TRANSACTION COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION EXPENSE PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- ----------- --------- ---------- --------------- --------- B 1,000.24 CERTUS STABLE VALUE SER 'I' FD .00 1,000.24 .00 .00 .00 B 811.45 CERTUS STABLE VALUE SER 'I' FD .00 811.45 .00 .00 .00 B 1,115.51 CERTUS STABLE VALUE SER 'I' FD .00 1,115.51 .00 .00 .00 S 243.54 CERTUS STABLE VALUE SER 'I' FD .00 .00 243.54 243.54 .00 B 1,606.61 CERTUS STABLE VALUE SER 'I' FD .00 1,606.61 .00 .00 .00 B 933.94 CERTUS STABLE VALUE SER 'I' FD .00 933.94 .00 .00 .00 B 281.92 CERTUS STABLE VALUE SER 'I' FD .00 281.92 .00 .00 .00
5% VALUE: .01 TRAN SHARES/ SECURITY COST OF PROCEEDS COST OF CODE PAR VALUE DESCRIPTION PURCHASES FROM SALES ASSETS DISPOSED GAIN/LOSS - ---- --------- ----------- --------- ---------- --------------- --------- 69 4,091.42 DREYFUS A BONDS PLUS INC 58,331.58 .00 .00 .00 6 155.51 DREYFUS A BONDS PLUS INC .00 2,278.85 2,266.86 11.99 66 57,971.48 DREYFUS CASH MGMT PLUS INSTL SH 57,971.48 .00 .00 .00 16 19,511.34 DREYFUS CASH MGMT PLUS INSTL SH .00 19,511.34 19,511.34 .00 75 16,936.92 DREYFUS/LAUREL FDS INC S&P 500 387,624.54 .00 .00 .00 STK INDEX FD TR SHS 17 1,090.87 DREYFUS/LAUREL FDS INC S&P 500 .00 22,522.65 22,216.26 3,306.39 STK INDEX FD TR SHS 59 5,546.91 DREYFUS/LAUREL DISC STK FD R 177,681.48 .00 .00 .00 21 588.37 DREYFUS/LAUREL DISC STK FD R .00 19,965.95 18,997.49 968.46 61 3,367.00 SEAGRAM LTD COM 113,958.68 .00 .00 .00 16 444.00 SEAGRAM LTD COM .00 15,599.92 15,559.60 40.32 53 3,938.05 WARBURG PINCUS EMERGING GROWTH 146,202.54 .00 .00 .00 FD 11 364.05 WARBURG PINCUS EMERGING GROWTH .00 13,119.33 13,549.18 429.85 FD 65 105,044.47 TBC INC POOLED EMPLOYEE FUNDS 105,044.47 .00 .00 .00 DAILY LIQUIDITY FUND 59 107,532.84 TBC INC POOLED EMPLOYEE FUNDS .00 107,532.84 107,532.84 .00 DAILY LIQUIDITY FUND 66 61,788.95 CERTUS STABLE VALUE SER 'I' FD 61,788.95 .00 .00 .00 9 20,723.65 CERTUS STABLE VALUE SER 'I' FD .00 20,723.65 20,723.65 .00
34 5 The Seagram Company Ltd. The Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates We hereby consent to the incorporation by reference in Registration Statement No. 333-19059 on Form S-8 of our Report dated July 9, 1999 which appears in your Annual Report on Form 11-K of the Retirement Savings and Investment Plan for Union Employees of Tropicana Products, Inc. and Affiliates for the fiscal year ended December 31, 1998. /s/ Gutierrez & Co. Flushing, New York July 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----