As filed with the Securities and Exchange Commission on June 3, 2002
Registration No. 333-81578
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIVENDI UNIVERSAL
(Exact name of Registrant as specified in its charter)
Republic of France 7389 None
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) No.)
42, avenue de Friedland 75380 Paris Cedex 08, France
33 (1) 71 71 10 00
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
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Vivendi Universal U.S. Holding Co.
800 Third Avenue
7th Floor
New York, New York 10022
(212) 572-7000
(Name, address, including zip code and telephone number,
including area code of agent for service)
---------------------
with a copy to:
Faiza J. Saeed Elena Baxter
Cravath, Swaine & Moore Bredin Prat
Worldwide Plaza 130 rue du Fauboug
825 Eighth Avenue Saint Honore
New York, NY 10019-7472 Paris 75008
(212) 474-1000 33 (1) 44 35 35 35
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement, as
determined by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
===============================================================================
PROSPECTUS
VIVENDI UNIVERSAL
(organized under the laws of the Republic of France)
37,593,684 Ordinary Shares
that may be represented by American Depositary Shares
This prospectus relates to 37,593,684 Ordinary Shares of Vivendi
Universal ("Ordinary Shares") that may be represented by American Depositary
Shares ("ADSs") that the selling shareholders named in this prospectus in the
section "Selling Shareholders" may offer and sell from time to time. The selling
shareholders may be deemed to be acting as "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act of 1933 (the "Securities Act") with
respect to any Ordinary Shares or ADSs representing Ordinary Shares they offer
and sell pursuant to this prospectus, and any such offers and sales may be
deemed to be made indirectly on our behalf. We will not receive any part of the
proceeds from the sale of these shares by the selling shareholders.
Ordinary Shares are traded on the Paris stock exchange under the Code
Isin "FR0000127771". ADSs representing Ordinary Shares are traded on the New
York Stock Exchange under the symbol "V". Each ADS represents one Ordinary
Share. ADSs that may represent the Ordinary Shares offered hereby will be listed
on such exchange, subject to official notice of issuance.
As of May 31, 2002, the latest practicable date prior to the date of
this prospectus, the closing price for the Ordinary Shares on the Paris stock
exchange was (euro)33.60 per share and for the ADSs on New York Stock Exchange
was $31.05 per share.
You should consider all of the information contained in this
prospectus, and accompanying prospectus supplements if any, before making an
investment decision.
Investing in our securities involves risks. See "Risk Factors"
beginning on page 4.
--------------
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is June 3, 2002.
TABLE OF CONTENTS
About This Prospectus.....................................................2
Forward-Looking Information...............................................2
Prospectus Summary........................................................3
Risk Factors..............................................................4
Where You Can Find More Information.......................................9
Use of Proceeds..........................................................11
Selling Shareholders.....................................................11
Expenses.................................................................12
Plan of Distribution.....................................................13
Validity of Securities...................................................16
Experts..................................................................16
ABOUT THIS PROSPECTUS
This prospectus is part of a Registration Statement that we are filing
with the Securities and Exchange Commission (the "Commission") on behalf of the
selling shareholders named in this prospectus in the section "Selling
Shareholders" utilizing a "shelf" registration process. Under this shelf
process, the selling shareholders may, from time to time over approximately the
next two years, offer and sell up to 37,593,684 Ordinary Shares that may be
represented by ADSs, described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the
securities that the selling shareholders may offer and sell. Each time the
selling shareholders offer or sell such securities, if required, we will provide
a prospectus supplement that will contain specific information about the terms
of that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and the prospectus supplements, if any, together with additional information
described under the heading "Where You Can Find More Information" beginning on
page 9 of this prospectus.
You should rely only on the information provided in this prospectus
and in prospectus supplements, if any, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. The selling shareholders are not offering the securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus, or supplement to this prospectus, if any, is
accurate at any date other than the date indicated on the cover page of those
documents.
FORWARD-LOOKING INFORMATION
The Commission encourages companies to disclose forward-looking
information so that investors can better understand a company's future prospects
and make informed investment decisions. This prospectus contains
"forward-looking statements" as that term is defined in the US Private
Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"estimate," "expects," "projects," "intends," "plans," "believes," "will" and
words and terms of similar substance typically indicate forward-looking
statements. All forward-looking statements are management's present expectations
of future events and are subject to a number of factors and
2
uncertainties, some of them being discussed under "Risk Factors" hereafter, that
could cause actual results to differ materially from those described in the
forward-looking statements.
You are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date they were made. Vivendi Universal is
not under any obligation, and expressly disclaims any obligation, to update or
alter any forward-looking statements, whether as a result of new information,
future events or otherwise. All subsequent forward-looking statements
attributable to Vivendi Universal, its affiliates or any person acting on their
behalf are expressly qualified in their entirety by the cautionary statements
referred to in this section.
PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you.
You should read the entire prospectus and any prospectus supplement before
making an investment decision. Unless the context requires otherwise, references
to "we", "us" and "our" mean Vivendi Universal and its subsidiaries.
DESCRIPTION OF VIVENDI UNIVERSAL
We are engaged in the Media and Communications business and, through
our subsidiary Vivendi Environnement, the Environmental Services business.
The media and communications business is divided into five business
segments: Music, Publishing, TV and Film, Telecoms and Internet. The Music
business is conducted through Universal Music Group which develops, acquires,
manufactures, markets and distributes recorded music through wholly owned
operations or licensees in 63 countries around the world. Universal Music
Group's other businesses also include one of the world's largest music
publishing companies, which involves the acquisition of rights to, and licensing
of, musical compositions. The Publishing business is a worldwide content leader
in its core markets: publishing, including education and literature, games, and
consumer press. It provides content across multiple platforms, including print,
multimedia, on the wired Internet and to PDAs (Personal Digital Assistants) via
WAP (Wireless Application Protocol) technology. The TV and Film business
produces and distributes motion picture, television and home video/DVD products
worldwide, operates and has ownership interests in a number of cable and pay-TV
channels, engages in the licensing of merchandising and film property rights and
operates theme parks and retail stores around the world. The TV and Film
business is conducted through Vivendi Universal Entertainment LLLP ("VUE"),
except for the Canal + business. The Telecoms business provides a broad range of
telecommunications services, including mobile and fixed telephony, Internet
access and data services and transmission, principally in Europe. The Internet
business manages the strategic Internet initiatives and new online ventures for
Vivendi Universal. Utilizing digital distribution technology, the Internet
business develops e-commerce, e-services and thematic portals that offer access
to the Internet via a variety of devices, including mobile phones, PDAs,
interactive TV and computers.
On May 7, 2002, pursuant to an agreement among Vivendi Universal,
Universal Studios, Inc. ("Universal", a subsidiary of Vivendi Universal),
Liberty Media Corporation ("Liberty Media"), USA Networks, Inc. ("USA Networks")
and Barry Diller, Vivendi Universal consummated the acquisition of control of
the entertainment assets of USA Networks. Universal has a 93% equity interest in
VUE which owns Universal's TV, Film and recreation businesses
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and the former entertainment assets of USA Networks (USA Films, Studios USA and
USA Cable).
Vivendi Environnement is a 63-percent owned subsidiary of Vivendi
Universal, which operates its environmental services business, and has
operations around the globe. Vivendi Environnement has filed a registration
statement with the Commission on Form 20-F dated September 26, 2001, and has
outstanding shares represented by American depositary shares listed on the New
York Stock Exchange (ticker "VE").
We are incorporated under the laws of the Republic of France. Our
executive offices are located at 42, avenue de Friedland 75380 Paris Cedex 08,
France and our telephone number is 33 (1) 71 71 10 00.
THE OFFERING
Stock Offered.............. 37,593,684 Ordinary Shares or ADSs.
Use of Proceeds............ We will not receive any of the proceeds
from the sale by the selling shareholders
listed on page 11 of this prospectus.
NYSE Symbol................ V.
RISK FACTORS
You should carefully consider the risk factors described below in
addition to the other information presented in this document.
WE MAY SUFFER REDUCED PROFITS OR LOSSES AS A RESULT OF INTENSE COMPETITION.
The majority of the industries in which we operate are highly
competitive and require substantial human and capital resources. Many other
companies serve each of the markets in which we compete. From time to time, our
competitors may reduce their prices in an effort to expand market share and
introduce new technologies or services, or improve the quality of their
services. We may lose business if we are unable to match the prices,
technologies or service quality offered by our competitors.
In addition, content and integration of content with communications
access are increasingly important parts of the media and communications
businesses and are key elements of our strategy. In accordance with that
strategy, our Media & Communications businesses rely on some important
third-party content. There is no assurance that the desired rights to content
will be available on commercially reasonable terms, and as the media and
communications businesses become more competitive, the cost of obtaining this
third-party content could increase. Any of these competitive effects could have
an adverse effect on our business and financial performance.
WE MAY NOT BE ABLE TO RETAIN OR OBTAIN REQUIRED LICENSES, PERMITS, APPROVALS AND
CONSENTS.
We need to maintain, renew or obtain a variety of permits and
approvals from regulatory authorities to conduct and expand each of our
businesses. The process for obtaining these permits and approvals is often
lengthy, complex and unpredictable. Moreover, the cost for renewing or
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obtaining permits and approvals may be prohibitive. If we are unable to retain
or obtain the permits and approvals we need to conduct and expand our businesses
at a reasonable cost and in a timely manner, in particular, licenses to provide
telecommunications services, our ability to achieve our strategic objectives
could be impaired. The regulatory environment in which our businesses operate is
complex and subject to change, and adverse changes in that environment could
impose costs on us and/or limit our revenue.
DEMAND FOR OUR INTEGRATED MEDIA & COMMUNICATIONS AND ENVIRONMENTAL SERVICES
BUSINESSES MAY BE LESS THAN WE EXPECT.
We believe that important factors driving our growth in the next
several years will be increased demand for (i) integrated media and
communications content and services that are accessible through a variety of
communications devices and (ii) large-scale, integrated environmental management
services. Although we expect markets for both types of services to develop
rapidly, our expectations may not be realized. If either market does not grow or
does not grow as quickly as we expect, our profitability and the return we earn
on many of our investments may suffer.
THE INTEGRATION OF THE ENTERTAINMENT ASSETS OF USA NETWORKS AND UNIVERSAL INTO
THE NEWLY-FORMED ENTITY, VUE, MAY NOT RESULT IN THE BENEFITS CURRENTLY
ANTICIPATED.
We may not be able to integrate profitably the operations of the
entertainment assets of USA Networks and the film, TV and recreation businesses
of Universal into Vivendi Universal's new entertainment group, VUE. VUE may not
achieve the profitability increases or cost savings currently expected from the
operations of these merged assets. To realize the anticipated benefits from
VUE's operations, VUE's management must implement a business plan that
effectively integrates these assets.
WE MAY HAVE DIFFICULTY ENFORCING OUR INTELLECTUAL PROPERTY RIGHTS.
The decreasing cost of electronic equipment and related technology has
made it easier to create unauthorized versions of audio and audiovisual products
such as compact discs, videotapes and DVDs. A substantial portion of our revenue
comes from the sale of audio and audiovisual products that are potentially
subject to unauthorized copying. Similarly, advances in Internet technology have
increasingly made it possible for computer users to share audio and audiovisual
information without the permission of the copyright owners and without paying
royalties to holders of applicable intellectual property or other rights.
Intellectual property rights to information that is potentially subject to
widespread, uncompensated dissemination on the Internet represents a substantial
portion of our market value. If we fail to obtain appropriate relief through the
judicial process or the complete enforcement of judicial decisions issued in our
favor, or if we fail to develop effective means of protecting our intellectual
property or entertainment-related products and services, our results of
operations and financial position may suffer.
WE MAY NOT BE ABLE TO MEET ANTICIPATED CAPITAL REQUIREMENTS FOR CERTAIN
TRANSACTIONS.
We routinely engage in projects that may require us to seek
substantial amounts of funds through various forms of financing. Our ability to
arrange financing for projects and the cost of capital depends on numerous
factors, including general economic and capital market conditions, availability
of credit from banks and other financial institutions, investor confidence in
our businesses, success of current projects, perceived quality of new projects
and tax and securities
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laws that are conducive to raising capital. We may forego attractive business
opportunities and lose market share if we cannot secure financing on
satisfactory terms.
OUR CONTENT ASSETS IN TV, MOTION PICTURES AND MUSIC MAY NOT BE COMMERCIALLY
SUCCESSFUL.
We expect a significant amount of our revenue to come from the
production and distribution of content offerings such as feature films,
television series and audio recordings. The success of content offerings depends
primarily upon their acceptance by the public, which is difficult to predict.
The commercial success of a film, television series or audio recording depends
on the quality and acceptance of competing offerings released into the
marketplace at or near the same time, the availability of alternative forms of
entertainment and leisure time activities, general economic conditions and other
tangible and intangible factors, all of which can change quickly. Because we
expect the popularity of our content offerings to be a significant factor
driving the growth of our communications services, our failure to produce films,
television series and audio recordings with broad consumer appeal could
materially harm our business and prospects for growth.
WE MAY NOT BE SUCCESSFUL IN DEVELOPING NEW TECHNOLOGIES OR INTRODUCING NEW
PRODUCTS AND SERVICES.
Many of the industries in which we operate are subject to rapid and
significant changes in technology and are characterized by the frequent
introduction of new products and services. Pursuit of necessary technological
advances may require substantial investments of time and resources and we may
not succeed in developing marketable technologies. Furthermore, we may not be
able to identify and develop new product and service opportunities in a timely
manner. Finally, technological advances may render our existing products
obsolete, forcing us to write off investments made in those products and
services and to make substantial new investments.
CURRENCY EXCHANGE RATE FLUCTUATIONS MAY NEGATIVELY AFFECT OUR FINANCIAL
RESULTS, THE MARKET VALUE OF OUR ORDINARY SHARES AND ADSs AND THE VALUE OF
DIVIDENDS RECEIVED BY HOLDERS OF OUR ADSs.
We hold assets and liabilities, earn income and pay expenses of our
subsidiaries in a variety of currencies. Because our financial statements are
presented in euros, we must translate our assets, liabilities, revenue, income
and expenses in currencies other than the euro into euros at then-applicable
exchange rates when we prepare our financial statements. Consequently,
increases and decreases in the value of the euro will affect the value of
these items in our financial statements, even if their value has not changed
in their original currency. In this regard, an increase in the value of the
euro may result in a decline in the reported value, in euros, of our interests
held in other currencies. To the extent this has a negative effect on our
financial condition as presented in our financial statements, it could cause
the market price of our Ordinary Shares and ADSs to decline. In addition,
dividends to holders of our ADSs will be converted from euros to US dollars
prior to payment. As a result, changes in currency exchange rates could affect
the value of dividends received by our ADS holders.
OUR BUSINESS OPERATIONS IN SOME COUNTRIES MAY BE SUBJECT TO ADDITIONAL RISKS.
We conduct business in markets around the world. The risks
associated with conducting business in some countries outside of Western
Europe, the US and Canada can include, among other risks, slower payment of
invoices, nationalization of businesses, social, political and economic
instability, increased currency exchange risk and currency repatriation
restrictions. We may not be able to insure or hedge against these risks.
Furthermore, financing may not be
6
available in countries with less than investment grade sovereign credit
ratings. As a result, it may be difficult to create or maintain profit-making
operations in developing markets.
OUR RECREATION GROUP MAY CONTINUE TO BE NEGATIVELY AFFECTED BY INTERNATIONAL,
POLITICAL AND MILITARY DEVELOPMENTS.
The terrorist attacks of September 11, 2001 on the US and their
aftermath resulted in significant reductions in domestic and international
travel that negatively affected our US theme park and resort activities. These
developments have had a continued impact on vacation travel, group conventions
and tourism in general. The magnitude and duration of the effects on the
results of our recreation business is unknown at this point.
THE MARKET PLACE OF OUR ORDINARY SHARES AND OUR ADSs MAY BE SUBJECT TO THE
VOLATILITY GENERALLY ASSOCIATED WITH INTERNET AND TECHNOLOGY COMPANY SHARES.
The market for shares of Internet and technology companies has, over
the past two years, experienced extreme price and volume volatility that has
often been unrelated or disproportionate to the operating performance of those
companies. Because our value is based in part on our Internet and other high
technology operations, the price of our Ordinary Shares and ADSs may be subject
to similar volatility.
PROVISIONS IN MANY OF THE ENVIRONMENTAL CONTRACTS OF OUR SUBSIDIARY, VIVENDI
ENVIRONNEMENT, MAY CREATE SIGNIFICANT RESTRICTIONS OR OBLIGATIONS ON ITS
BUSINESS.
Contracts with governmental authorities make up a significant
percentage of the revenue of our 63% owned subsidiary, Vivendi Environnement.
Vivendi Environnement is subject to various statutes and regulations that
apply to governmental contracts which differ from laws governing private
contracts. In civil law countries such as France, for instance, governmental
contracts often provide for unilateral amendment or termination by the
governmental authority, under certain circumstances. Although Vivendi
Environnement is generally entitled to full indemnification in the event of
such unilateral modification or termination, its revenue and/or profits could
be reduced if full indemnification is not available.
WE MAY INCUR ENVIRONMENTAL LIABILITY IN CONNECTION WITH PAST, PRESENT AND FUTURE
OPERATIONS.
Each of our businesses, primarily in the case of Vivendi
Environnement, is subject to extensive and increasingly stringent
environmental laws and regulations. In some circumstances, we could be
required to pay fines or damages under these environmental laws and
regulations even if we exercise due care in conducting our operations, we
comply with all applicable laws and regulations, and the quantity of pollutant
is very small.
In addition, courts or regulatory authorities may require us to
undertake investigatory and/or remedial activities, curtail operations or
close facilities temporarily or permanently in connection with applicable
environmental laws and regulations. We could also become subject to claims for
personal injury or property damage. Being required to take these actions or to
pay environmental damages could substantially impair our business or affect
our ability to obtain new business.
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SOME PROVISIONS OF OUR STATUTS COULD HAVE ANTI-TAKEOVER EFFECTS.
Our organizational documents (called statuts) contain provisions
that are intended to impede the accumulation of our Ordinary Shares by third
parties seeking to gain a measure of control of our company. For example, in
the case where a quorum of less than 60% is present at a shareholders'
meeting, our statuts adjust the rights of each shareholder that owns in excess
of 2% of our total voting power through the application of a formula pursuant
to which the voting power of each such shareholder will be equal to that which
it would possess if 100% of our shareholders were present or represented at
the shareholders' meeting at which the vote takes place. In addition, our
statuts provide that any person or group that fails to notify us within 15
days of acquiring or disposing of at least 0.5% or any multiple of 0.5% of our
Ordinary Shares may be deprived of voting rights for those shares in excess of
the unreported fraction.
PRE-EMPTIVE RIGHTS MAY NOT BE AVAILABLE FOR US PERSONS.
Under French law, shareholders have pre-emptive rights to subscribe
for cash issuances of new shares or other securities giving rights to acquire
additional shares on a pro rata basis. US holders of our Ordinary Shares may
not be able to exercise pre-emptive rights for our shares unless a
registration statement under the Securities Act is effective with respect to
such rights or an exemption from the registration requirements imposed by the
Securities Act is available. We may, from time to time, issue new shares or
other securities giving rights to acquire additional shares at a time when no
registration statement is in effect and no Securities Act exemption is
available. If so, US holders of our shares will be unable to exercise their
pre-emptive rights.
THE ABILITY OF HOLDERS OF OUR ADSs TO INFLUENCE THE GOVERNANCE OF OUR COMPANY
MAY BE LIMITED.
Holders of our ADSs may not have the same ability to influence
corporate governance with respect to our company as shareholders in some
companies incorporated in the US would. For example, the depositary may not
receive voting materials in time to ensure that holders of our ADSs can
instruct the depositary to vote their shares. In addition, the depositary's
liability to holders of our ADSs for failing to carry out voting instructions
or for the manner of carrying out voting instructions is limited by the
deposit agreement.
WE ARE EXEMPT FROM CERTAIN REQUIREMENTS UNDER THE EXCHANGE ACT.
As a "foreign private issuer" for the purposes of the US federal
securities laws, we are exempt from rules under the US Securities and Exchange
Act of 1934, as amended (the "Exchange Act"), that impose certain disclosure
and procedural requirements in connection with proxy solicitations under
Section 14 of the Exchange Act. In addition, our officers, directors and
principal shareholders are exempt from the reporting and "short-swing" profit
recovery provisions of Section 16 of the Exchange Act and related rules with
respect to their purchase and sale of our Ordinary Shares. Moreover, we are
not required to file periodic reports and financial statements with the
Commission as frequently or as promptly as companies that do not qualify as
"foreign private issuers" and whose securities are registered under the
Exchange Act, nor are we required to comply with Regulation FD, which
restricts the selective disclosure of material information. Accordingly, there
may be less information concerning our company publicly available than there
is for companies that do not qualify as "foreign private issuers".
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JUDGMENTS OF US COURTS MAY NOT BE ENFORCEABLE AGAINST VIVENDI UNIVERSAL.
Judgments of US courts, including those predicated on the civil
liability provisions of the federal securities laws of the US, may not be
enforceable in French courts. As a result, shareholders who obtain a judgment
against Vivendi Universal in the US may not be able to require it to pay the
amount of the judgment.
WE COULD BE ADVERSELY AFFECTED IF MEMBER FIRMS OF ANDERSEN WORLDWIDE ARE UNABLE
TO PERFORM REQUIRED AUDIT-RELATED SERVICES FOR US OR IF THE SEC CEASES ACCEPTING
FINANCIAL STATEMENTS AUDITED OR REVIEWED BY MEMBER FIRMS OF ANDERSEN WORLDWIDE.
Our independent auditor, Barbier Frinault & Cie, is a member firm of
Andersen Worldwide. On March 14, 2002, Arthur Andersen LLP, the US-based
member firm of Andersen Worldwide, was indicted on federal obstruction of
justice charges in connection with its role as the auditor for Enron
Corporation. Although the SEC has said that it will continue to accept
financial statements audited by Arthur Andersen LLP and foreign affiliates of
Arthur Andersen LLP so long as Arthur Andersen LLP and such foreign affiliates
are able to make certain representations to its clients, our access to the US
capital markets and our ability to make SEC filings timely could be impaired
if the SEC ceases accepting financial statements audited by member firms of
Andersen Worldwide or if for any reason any member firm of Andersen Worldwide
performing auditing services for us is unable to perform such auditing
services. In such event, we may also incur significant expense in
familiarizing new auditors with our accounting. Furthermore, relief which may
be available under the federal securities laws against auditing firms may not
be available as a practical matter against member firms of Andersen Worldwide
if such firms should either cease to operate or be financially impaired.
WE COULD BE ADVERSELY AFFECTED IF RATING AGENCIES DOWNGRADE OUR DEBT RATINGS.
At the beginning of May 2002, Moody's and S&P lowered Vivendi
Universal's senior and short-term debt ratings, respectively. Further
downgrades by either S&P or Moody's could result in liquidity problems and
could affect our ability to make payments on outstanding debt instruments and
to comply with other existing obligations.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Commission, a registration statement under
the Securities Act to register 37,593,684 Ordinary Shares that may be
represented by ADSs to be offered and sold by the selling shareholders. We
have also filed a registration statement on Form F-6 relating to our ADSs that
represent Ordinary Shares, Registration No. 12820, filed on November 3, 2000
and declared effective on December 7, 2000.
The registration statement relating to the sale of our Ordinary
Shares that may be represented by ADSs by the selling shareholders, including
the exhibits and schedules thereto and the documents incorporated by reference
therein, contains additional relevant information about us, our Ordinary
Shares and the ADSs that may represent Ordinary Shares. The rules and
regulations of the Commission allow us to omit certain information included or
incorporated by reference in such registration statement from this prospectus
and any prospectus supplement.
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In addition, we file reports and other information with the
Commission under the Exchange Act. You may read and copy this information at
the following location of the Commission:
Public Reference Room
450 Fifth Street, N.W.
Washington, D.C. 20549
You may also obtain copies of this information by mail from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site that contains reports
and other information about issuers, like us, who file electronically with the
Commission. The address of that site is http://www.sec.gov.
You can also inspect reports and other information about us at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York.
The Commission allows us to "incorporate by reference" information
into this prospectus. This means that we can disclose important information to
you by referring you to another document filed separately with the Commission.
The information incorporated by reference is considered to be a part of this
prospectus, except for any information that is superseded by information that
is included directly in this document, or by a document that is subsequently
filed with the Commission and incorporated by reference herein.
This prospectus incorporates by reference the documents listed below
that we have previously filed with the Commission. They contain important
information about us and our predecessors.
Company SEC Filings Filing date
------------------- -----------
Annual Report on Form 20-F May 28, 2002
Reports of Foreign Issuer on Form 6-K All the reports filed from
January 1, 2002 until
the date of this prospectus
Registration Statement on Form 8-A for the December 29, 2000
registration of Ordinary Shares represented
by ADSs under the Exchange Act
We incorporate by reference all Annual Reports on Form 20-F we file
with the Commission between the date of this prospectus and the termination of
the offering of the securities. In addition, we may incorporate by reference
future filings on Form 6-K by identifying in such forms that they are being
incorporated in this prospectus.
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You can obtain any of the documents incorporated by reference in
this document through us, or from the Commission through the Commission's web
site at the address described above. Documents incorporated by reference are
available from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:
Vivendi Universal
Attention: Investor Relations
375 Park Avenue
New York, NY 10152-0192
(212) 572-7000
investor-relations@groupvu.com
If you request any incorporated documents from us, we will mail them
to you by first class mail, or another equally prompt means, within one
business day after we receive your request.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale by the selling
shareholders of the 37,593,684 Ordinary Shares that may be represented by ADSs
to which this prospectus relates.
SELLING SHAREHOLDERS
Set forth below are the names of each selling shareholder and the
number of Ordinary Shares beneficially owned by such selling shareholders.
At the closing of the transactions contemplated by the Merger
Agreement (as defined below) the selling shareholders were delivered
37,386,436 Ordinary Shares. All or a portion of an additional 207,248 Ordinary
Shares to which this prospectus relates will be delivered to certain selling
shareholders and their affiliates pursuant to Section 8.01 of an Agreement and
Plan of Merger and Exchange, as amended (the "Merger Agreement") dated as of
December 16, 2001, by and among Vivendi Universal, Universal, Liberty Media,
certain of such selling shareholders and certain of such parties' respective
affiliates.
Pursuant to the Merger Agreement, we agreed to use our reasonable
best efforts to maintain the effectiveness of the registration statement
relating to the sale by the selling shareholders of Ordinary Shares that may
be represented by ADSs (i) for a period of two years following the date such
registration statement is declared effective by the Commission, or, if
earlier, (ii) until the selling shareholders disposed of all of the Ordinary
Shares or ADSs representing them.
Each of the selling shareholders is, directly or indirectly, a
subsidiary of Liberty Media.
The selling shareholders may be deemed to be acting as
"underwriters" within the meaning of Section 2(a)(11) of the Securities Act
with respect to any Ordinary Shares or ADSs representing Ordinary Shares they
offer and sell pursuant to this prospectus, and any such offers and sales may
be deemed to be made indirectly on our behalf.
As of May 7, 2002, Liberty Media and its subsidiaries owned
37,386,436 Ordinary Shares representing approximately 3.5% of our outstanding
Ordinary Shares.
11
Selling shareholder Number of Ordinary Shares beneficially
owned as of May 7, 2002, all of which
may be offered under this prospectus
Liberty Programming Company LLC 18,187,942
LMC USA VI, Inc. 2,604,384
LMC USA VII, Inc. 3,282,058
LMC USA X, Inc. 3,572,044
Liberty Media International, Inc. 9,740,000
Liberty HSN LLC Holdings, Inc. 8
Total 37,386,436
On October 19, 1997, Vivendi Universal Canada Inc. (formerly known
as Seagram Company Ltd. "VU Canada") Universal, USA Networks, Home Shopping
Networks, Inc. ("HSN", a subsidiary of USA Networks), Liberty Media and Barry
Diller entered into an arrangement pursuant to which Universal contributed its
domestic production and distribution business to USA Networks in exchange for
cash, common shares of USA Networks and securities exchangeable into common
shares of USA Networks. The details of such arrangement, related agreements
and other transactions may be found in a Schedule 13D/A filed, by such parties
and certain of their affiliates, with respect to USA Networks, with the
Commission on February 24, 1998, as amended from time to time.
On May 7, 2002, Vivendi Universal consummated the acquisition of (i)
control of the entertainment assets of USA Networks and (ii) Liberty Media's
minority interest in multiThematiques S.A., a French entity. The details of
such transactions and the amendments to the above mentioned arrangements among
VU Canada, Inc., Universal, USA Networks, HSN, Liberty Media and Barry Diller
may be found in a statement on Schedule 13D/A dated as of December 21, 2001,
as amended, filed with the Commission, by such parties and certain of their
affiliates, with respect to USA Networks.
EXPENSES
The following table sets forth the estimated expenses in connection
with the distribution of the securities to be sold pursuant to this
prospectus:
Registration fee $158,923.54
Printing and engraving costs $25,000.00
Legal fees and expenses $25,000.00
Miscellaneous $10,000.00
------------
Total $218,923.54
============
This table does not include underwriting discounts and commissions, if any, that
would be paid by the selling shareholders.
12
PLAN OF DISTRIBUTION
The Ordinary Shares or ADSs representing Ordinary Shares which may
be sold by the selling shareholders or, to the extent permitted, its pledgees,
donees, transferees or other successors-in-interest, pursuant to this
prospectus, may be disposed of from time to time (in each case subject to the
transfer restrictions described below) in one or more transactions, which may
involve:
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
o an exchange of Ordinary Shares for ADSs or vice versa;
o sales on the New York Stock Exchange, or any other principal market on
which the Ordinary Shares or our ADSs representing Ordinary Shares trade
at the time of sale, including directly with a market maker acting as
principal;
o privately-negotiated transactions, which include direct sales to
purchasers and sales effected through agents;
o a block trade in which the broker or dealer so engaged will attempt to
sell Ordinary Shares or ADSs representing Ordinary Shares as agent but
may position and resell a portion of the block as principal to facilitate
the transaction;
o purchases by a broker or dealer as principal and resale by that broker or
dealer for its own account;
o an exchange distribution in accordance with the rules of that exchange or
transactions in the over-the-counter market;
o transactions otherwise than in the over-the-counter market;
o the writing of put or call or other options on the Ordinary Shares or
ADSs representing Ordinary Shares;
o the lending of Ordinary Shares or ADSs representing Ordinary Shares in
connection with option transactions including loans to brokers or dealers
who may, from time to time, sell Ordinary Shares or ADSs representing
Ordinary Shares to cover short sales;
o short sales of Ordinary Shares or ADSs representing Ordinary Shares and
transactions covering short sales or otherwise;
o the pledge of the security for any loan or obligation, including pledges
to brokers or dealers who may, from time to time, themselves sell or
transfer Ordinary Shares or ADSs representing Ordinary Shares or their
interest in such securities;
o the disposition of Ordinary Shares or ADSs representing Ordinary Shares
in connection with other hedging transactions with brokers, dealers or
others;
o the transfer of Ordinary Shares or ADSs representing Ordinary Shares by
the selling shareholders to their partners, members or shareholders; or
o a combination of any of the above.
The sale price pursuant to this prospectus may be:
o a fixed price;
o the market price prevailing at the time of sale;
o a price related to such prevailing market price;
o a negotiated price; or
o any other price as the selling shareholders may determine, including
sales below the market price.
In addition, Ordinary Shares or ADSs representing Ordinary Shares
may also be sold in private transactions or under Rule 144, rather than
pursuant to this prospectus. The selling
13
shareholders shall have the sole and absolute discretion not to accept any
purchase offer or make any sale of Ordinary Shares or ADSs representing
Ordinary Shares if they deem the purchase price to be unsatisfactory at any
particular time.
Market makers acting as principals, or brokers or dealers acting as
agents for the selling shareholders or their customers, may receive
compensation in the form of discounts, concessions or commissions from the
selling shareholders and/or the purchasers of Ordinary Shares or ADSs
representing Ordinary Shares for whom such brokers or dealers may act as
agents or to whom they may sell as principal or both, which compensation as to
a particular broker or dealer might be in excess of customary commissions.
Market makers and block purchasers purchasing Ordinary Shares or ADSs
representing Ordinary Shares will do so for their own account and at their own
risk. It is possible that the selling shareholders will attempt to sell
Ordinary Shares or ADSs representing Ordinary Shares in block transactions to
market makers or other purchasers at a price per share which may be below the
then current market price. In effecting sales, brokers or dealers may arrange
for other brokers or dealers to participate. The selling shareholders cannot
ensure that all or any of the Ordinary Shares or ADSs representing Ordinary
Shares offered pursuant to this prospectus will, in fact, be sold by the
selling shareholders or that the selling shareholders will not sell, gift or
otherwise transfer any such Ordinary Shares or ADSs representing Ordinary
Shares by other means not described in this prospectus.
The selling shareholders may be deemed to be acting as
"underwriters" within the meaning of Section 2(a)(11) of the Securities Act
with respect to any Ordinary Shares or ADSs representing Ordinary Shares they
offer and sell pursuant to this prospectus, and any such offers and sales may
be deemed to be made indirectly on our behalf. In addition, any brokers,
dealers or agents may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with the sale of the Ordinary Shares or ADSs
representing Ordinary Shares offered pursuant to this prospectus. Accordingly,
any discounts, concessions or commissions such broker, dealer or agent
receives may be deemed to be underwriting compensation under the Securities
Act.
To our knowledge, there are currently no plans, arrangements or
agreements between any of the selling shareholders and any underwriter,
broker, dealer or agent regarding the sale of Ordinary Shares or ADSs
representing Ordinary Shares by any of the selling shareholders pursuant to
this prospectus, and there is no assurance that any such plans, arrangements
or agreements will be entered into. If the selling shareholders enter into
such a material plan, arrangement or agreement (other than for ordinary and
customary trading fees, discounts, concessions or commissions) with an
underwriter, a broker, dealer or agent, acting as principal, a prospectus
supplement pursuant to Rule 424(b) under the Securities Act or a
post-effective amendment to the registration statement, if required, will be
filed and distributed, disclosing, in addition to those items previously
mentioned:
o the name of any such underwriter, broker, dealer or agent;
o the number of Ordinary Shares or ADSs representing Ordinary Shares
involved;
o the price at which such Ordinary Shares or ADSs representing Ordinary
Shares are to be sold;
o the commissions paid or discounts or concessions allowed to such broker,
dealer or agent where applicable;
o customary indemnification and contribution provisions, if any; and
o other facts material to the transaction.
14
In order to comply with securities laws of certain jurisdictions, if
applicable, Ordinary Shares or ADSs representing Ordinary Shares may be sold
in these jurisdictions only through registered or licensed brokers or dealers.
In addition, in certain jurisdictions, Ordinary Shares or ADSs representing
Ordinary Shares may not be sold unless they have been registered or qualified
for sale in these jurisdictions, or an exemption from registration or
qualification is available and complied with.
The selling shareholders and any other persons participating in the
sales of Ordinary Shares or ADSs representing Ordinary Shares pursuant to this
prospectus may be subject to applicable provisions of the Exchange Act and the
rules and regulations under such Act, including, without limitation,
Regulation M. In general, Regulation M prohibits any person connected with a
distribution of our Ordinary Shares or ADSs representing Ordinary Shares from
directly or indirectly bidding for, or purchasing for any account in which it
has a beneficial interest, any of our Ordinary Shares or ADSs representing
Ordinary Shares.
We have advised the selling shareholders that the anti-manipulation
rules under the Exchange Act may apply to sales of Ordinary Shares or ADSs
representing Ordinary Shares in the market and to the activities of the
selling shareholders and any of their affiliates. The selling shareholders
have advised us that, during the time that they may be engaged in sales of
Ordinary Shares or ADSs registered under this prospectus, they will comply
with Regulation M under the Exchange Act.
The selling shareholders will pay all underwriting commissions,
transfer taxes and other expenses associated with sales of Ordinary Shares or
ADSs representing Ordinary Shares pursuant to this prospectus. However, we are
obligated under the Merger Agreement to pay all registration expenses of the
Ordinary Shares or ADSs representing Ordinary Shares.
RESTRICTIONS ON TRANSFERS
Pursuant to the Merger Agreement, the selling shareholders agreed,
from the date of the Merger Agreement until November 7, 2003, not to, without
our consent, offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, enter into a transaction which would have the same
effect, or enter into any swap, hedge or other arrangement that transfers, in
whole or in part, any of the economic consequences of ownership of, or
publicly disclose the intention to make any such offer, sale, pledge or
disposition or enter into any such transaction, swap, hedge or other
arrangement with respect to the Ordinary Shares received pursuant to such
agreement or the ADSs that may represent them provided that such restrictions
have ceased to apply to:
(i) have ceased to apply to 18,300,000 Ordinary Shares or ADSs
representing Ordinary Shares, as of May 7, 2002, and
(ii) shall cease to apply to an additional 9,543,218 Ordinary Shares or
ADSs representing Ordinary Shares, on and after May 7, 2003,
without, in each case, the prior written consent of Vivendi Universal.
Notwithstanding the transfer restrictions set forth above, at any
time and from time to time after May 7, 2002, (a) any selling shareholder
may transfer all or any portion of the restricted Ordinary Shares or ADSs that
represent them to any person in an Exempt Transfer (as defined below) and (b)
any selling shareholder or any transferee pursuant to an Exempt Transfer may
transfer Ordinary Shares or ADSs that represent them to any wholly owned
subsidiary of Liberty Media, provided that in the case of (a) and (b) above,
such transferee agrees with Vivendi Universal in writing to be bound by the
restrictions on transfers provided in the Merger
15
Agreement. "Exempt Transfer" means a transfer or series of related transfers
of restricted Ordinary Shares or ADSs that represent them in which the final
transferee(s) is (i) a bank, investment banking firm, broker dealer or other
financial institution or (ii) a third party, other than a bank, investment
banking firm, broker dealer or other financial institution, consented to by
Vivendi Universal, which consent shall not be unreasonably withheld; provided,
that the selling shareholders and their affiliates shall only be entitled to
make up to three (3) Exempt Transfers pursuant to the Merger Agreement.
VALIDITY OF SECURITIES
The validity of the Ordinary Shares being offered hereby has been
passed upon by Jean-Francois Dubos, General Counsel of Vivendi Universal. The
validity of the Ordinary Shares will be passed upon for any underwriters, if
any, as set forth in a prospectus supplement.
EXPERTS
The audited consolidated financial statements incorporated by
reference to Form 20-F we filed on May 28, 2002, in this prospectus have been
so included in reliance on the reports of Barbier Frinault & Cie (a member
firm of Andersen Worldwide) and RSM Salustro Reydel, independent accountants,
incorporated by reference herein and given on the authority of said firms as
experts in auditing and accounting.
16
===============================================================================
VIVENDI
UNIVERSAL
===============================================================================
17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers.
The French commercial code provides that any clause of a
corporation's statuts that conditions legal proceedings against the members of
its board of directors or the chief executive officer on the prior approval or
on the authorization of the general shareholders' meeting or which provides in
advance for the waiver of such proceedings is void. The French commercial code
also provides that a resolution adopted at a general shareholders' meeting
cannot cause the extinction of an action brought against the members of the
board of directors for damages due to breach of duty in their official
capacity.
We have Directors and Officers liability insurance that provides
$200 million of protection for our officers and directors.
Item 9. Exhibits.
2.1 Amended and Restated Transaction Agreement, dated as of December 16,
2001, by and among Vivendi Universal, S.A., Universal Studios, Inc.,
USA Networks, Inc., USANi LLC, Liberty Media Corporation and Barry
Diller (incorporated by reference to Statement on Schedule 13D/A
dated as of May 17, 2002, filed with respect to USA Interactive,
Inc.).
3.1 Vivendi Universal, S.A. Restated Corporate statuts (organizational
document) (English translation) (incorporated by reference to the
Vivendi Universal annual report on Form 20-F dated May 28, 2002).
4.1 Deposit Agreement dated as of April 19, 1995, as amended and
restated as of September 11, 2000, and as further amended and
restated as of December 8, 2000, among Vivendi Universal, S.A., The
Bank of New York, as Depositary, and all the Owners and Beneficial
Owners from time to time of American Depositary Shares issued
thereunder (incorporated by reference to the Vivendi Universal
Registration Statement on Form 8-A dated December 29, 2000).
4.2 Agreement and Plan of Merger and Exchange, dated as of December 16,
2001, as amended, by and among Vivendi Universal, S.A., Universal
Studios, Inc., Light France Acquisition 1, S.A.S., the merger
subsidiaries listed on the signature page thereto, Liberty Media
Corporation, Liberty Programming Company LLC, Liberty Programming
France, Inc., LMC USA VI, Inc., LMC USA VII, Inc., LMC USA VIII,
Inc., LMC USA X, Inc., Liberty HSN LLC Holdings, Inc., and the
Liberty holding entities listed on the signature page thereto
(incorporated by reference to the Vivendi Universal report of
foreign private issuer on Form 6-K dated December 19, 2001).
5.1* Opinion of Jean-Francois Dubos regarding the validity of the
securities registered.
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
II-1
24.1# Power of Attorney of certain officers and directors of Vivendi
Universal.
* Previously filed with the registration statement on Form F-3, dated January
29, 2002.
# Previously included on the signature page to this Registration Statement.
ITEM 10. UNDERTAKINGS.
We hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that clauses (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A of Form 20-F at the
start of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Securities Act of 1933 need not be furnished, provided that the registrant
includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (4) and other information
necessary to ensure that all other information in the prospectus is at least
as current as the date of those financial statements. Notwithstanding
II-2
the foregoing, a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the
Securities Act if such financial statements and information are contained in
periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(5) For purposes of determining any liability under the Securities
Act of 1933, each filing of our annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions of our statuts or otherwise, we
have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by our director, officer or controlling person in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by us is against public
policy as expressed in the Act and will be governed by final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form F-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York on June 3, 2002.
Vivendi Universal, S.A.
By: /s/ George E. Bushnell III
---------------------------
Name: George E. Bushnell III
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
*
------------------------------------ Chairman of the Board of Directors and Chief June 3, 2002
Jean-Marie Messier Executive Officer
*
------------------------------------ Chief Financial Officer (Principal Financial and June 3, 2002
Guillaume Hannezo Accounting Officer)
*
------------------------------------ Senior Vice President, Finance (Deputy Chief June 3, 2002
Dominique Gibert Financial Officer)
*
------------------------------------ Director and Co-Chief Operating Officer June 3, 2002
Pierre Lescure
*
------------------------------------ Director and Co-Chief Operating Officer June 3, 2002
Eric Licoys
*
------------------------------------ Director June 3, 2002
Bernard Arnault
------------------------------------ Director
Jean-Louis Beffa
*
------------------------------------ Director, Vice-Chairman of the Board of June 3, 2002
Edgar Bronfman, Jr. Directors
------------------------------------ Director
Edgar M. Bronfman
*
------------------------------------ Director June 3, 2002
Richard H. Brown
*
------------------------------------ Director June 3, 2002
Jean-Marc Espalioux
*
------------------------------------ Director June 3, 2002
Philippe Foriel-Destezet
*
------------------------------------ Director June 3, 2002
Jacques Friedmann
*
------------------------------------ Director June 3, 2002
Esther Koplowitz
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Signature Title Date
--------- ----- ----
* Director June 3, 2002
------------------------------------
Marie-Josee Kravis
* Director June 3, 2002
------------------------------------
Henri Lachmann
* Director June 3, 2002
------------------------------------
Samuel Minzberg
------------------------------------ Director
Simon Murray
* Director June 3, 2002
------------------------------------
Serge Tchuruk
* Director June 3, 2002
------------------------------------
Rene Thomas
* Director June 3, 2002
------------------------------------
Marc Vienot
/s/ George E. Bushnell III Authorized Representative in the June 3, 2002
------------------------------------ United States
George E. Bushnell III
*By: /s/ George E. Bushnell III
---------------------------------
Name: George E. Bushnell III
Attorney-in-Fact
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Exhibits
2.1 Amended and Restated Transaction Agreement, dated as of December 16,
2001, by and among Vivendi Universal, S.A., Universal Studios, Inc.,
USA Networks, Inc., USANi LLC, Liberty Media Corporation and Barry
Diller (incorporated by reference to Statement on Schedule 13D/A
dated as of May 17, 2002, filed with respect to USA Interactive,
Inc.).
3.1 Vivendi Universal, S.A. Restated Corporate statuts (organizational
document) (English translation) (incorporated by reference to the
Vivendi Universal annual report on Form 20-F dated May 28, 2002).
4.1 Deposit Agreement dated as of April 19, 1995, as amended and
restated as of September 11, 2000, and as further amended and
restated as of December 8, 2000, among Vivendi Universal, S.A., The
Bank of New York, as Depositary, and all the Owners and Beneficial
Owners from time to time of American Depositary Shares issued
thereunder (incorporated by reference to the Vivendi Universal
Registration Statement on Form 8-A dated December 29, 2000).
4.2 Agreement and Plan of Merger and Exchange, dated as of December 16,
2001, as amended, by and among Vivendi Universal, S.A., Universal
Studios, Inc., Light France Acquisition 1, S.A.S., the merger
subsidiaries listed on the signature page thereto, Liberty Media
Corporation, Liberty Programming Company LLC, Liberty Programming
France, Inc., LMC USA VI, Inc., LMC USA VII, Inc., LMC USA VIII,
Inc., LMC USA X, Inc., Liberty HSN LLC Holdings, Inc., and the
Liberty holding entities listed on the signature page thereto
(incorporated by reference to the Vivendi Universal report of
foreign private issuer on Form 6-K dated December 19, 2001).
5.1* Opinion of Jean-Francois Dubos regarding the validity of the
securities registered.
23.1 Consent of RSM Salustro Reydel and Barbier Frinault & Cie.
23.2 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
24.1# Power of Attorney of certain officers and directors of Vivendi
Universal.
* Previously filed with the registration statement on Form F3, dated
January 29, 2002.
# Previously included on the signature page to this Registration Statement.
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