As filed with the Securities and Exchange Commission on January 29, 2002
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 of (Primary Standard (I.R.S. Employer
incorporation or organization) Industrial Classification Identification
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)
__________________
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
__________________
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. [ ]
__________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
each class of maximum maximum Amount of
securities to Amount price aggregate registration
be registered (1) to be registered(1) per share(2) offering price fee
Ordinary Shares, nominal 37,593,684 45.95 1,727,429,780 158,923.54
value (euro) 5.50 per share.
(1) This Registration Statement relates to the Registrant's Ordinary Shares,
nominal value (euro) 5.50 per share that the selling shareholders named
in this Registration Statement in the section "Selling Shareholders" may
offer from time to time. A separate Registration Statement on Form F-6
(Registration No. 12820) was filed on November 3, 2000 and declared
effective on December 7, 2000 in connection with the Registrant's
American Depositary Shares, each representing one Ordinary Share of the
Registrant to be sold pursuant to this Registration Statement.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, based on the
average of the high and low prices of the Registrant's American
Depositary Shares as reported by the New York Stock Exchange on January 25,
2002, a date within five business days of the date of filing of this
Registration Statement.
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 the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
==============================================================================
PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 29, 2002
VIVENDI UNIVERSAL
(organized under the laws of the Republic of France)
37,593,684 Ordinary Shares
represented by American Depositary Shares
This prospectus relates to 37,593,684 Ordinary Shares of Vivendi
Universal ("Ordinary Shares") 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 represented by ADSs 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 representing the Ordinary Shares offered hereby will be listed on
such exchange, subject to official notice of issuance.
As of January 28, 2002, the latest practicable date prior to the
date of this prospectus, the closing price on the New York Stock Exchange for
the ADSs was $46.31 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 information in this prospectus is not complete and may be changed. The
selling shareholers may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer is not permitted.
The date of this prospectus is [o].
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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........................................................10
Selling Shareholders...................................................11
Expenses...............................................................12
Plan of Distribution...................................................12
Validity of Securities.................................................15
Experts................................................................15
______________
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, 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 U.S. 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
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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. Upon consummation of the transactions referred to in
the paragraph below, the TV and Film business will be conducted through
Vivendi Universal Entertainment ("VUE"). 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 December 17, 2001, Vivendi Universal announced 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 relating to a series of transactions
pursuant to which Vivendi Universal would, subject to the satisfaction of
certain conditions precedent, acquire through a joint venture control of the
entertainment assets of USA Networks, Universal currently holds an effective
43% equity interest in USA Networks. Upon consummation of the transactions,
Universal will have a 93% equity
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interest in VUE which would own Universal's TV, Film and recreation
businesses and the 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, represented by 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.
Most 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. Our
competitors also may 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 communications business and are
key elements of our strategy. In accordance with that strategy, our
communications business relies 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 communications business becomes 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
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and approvals is often lengthy, complex and unpredictable. Moreover, the cost
of renewing or 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, in particular, licenses to provide telecommunications
services, at a reasonable cost and in a timely manner, 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 COMMUNICATIONS AND ENVIRONMENTAL MANAGEMENT SERVICES
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 communications and
content 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 USA NETWORKS' ENTERTAINMENT ASSETS INTO VIVENDI UNIVERSAL
MAY BE DIFFICULT AND EXPENSIVE TO ACHIEVE AND MAY NOT RESULT IN THE BENEFITS
CURRENTLY ANTICIPATED.
We may not be able to integrate successfully or manage profitably
the entertainment assets we are acquiring through a joint venture from USA
Networks. We may not achieve the revenue or profitability increases or cost
savings currently anticipated to arise from the proposed transactions. The
transactions, while expected to be accretive to earnings in 2002, may fail to
be accretive or may become accretive later than expected. To realize the
anticipated benefits of the transactions, our management must implement a
business plan that will effectively combine operations that are diverse in
terms of the products and services they offer, as well as in management,
compensation and business culture. If our management is not able to implement
a business plan that effectively integrates its acquired operations, the
anticipated benefits of the transactions may not be realized.
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
5
businesses, success of current projects, perceived quality
of new projects and tax and securities laws that are conducive to raising
capital.
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,
its 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.
THE MARKET PRICE 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 that
represent them 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 OR ALLOW ITS CUSTOMERS TO MODIFY OR TERMINATE THOSE CONTRACTS.
Contracts with governmental authorities make up a significant
percentage of the revenue of our 63% effectively owned subsidiary, Vivendi
Environnement. Vivendi Environnement is subject to various statutes and
regulations that apply to companies that contract with governmental
authorities that differ from laws governing private contracts. In civil law
countries such as France, for instance, government contracts often allow the
governmental authority to modify or terminate the contract unilaterally in
certain circumstances. Although Vivendi Environnement is generally entitled to
full indemnification in the event of a unilateral modification or termination
of a contract by a governmental authority, such modifications or terminations
could reduce its revenue and profits if full indemnification is not available.
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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.
CURRENCY EXCHANGE RATE FLUCTUATIONS MAY NEGATIVELY AFFECT OUR FINANCIAL
RESULTS, THE MARKET VALUE OF OUR 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 price of our Ordinary Shares and ADSs to decline. In addition, dividends
to holders of our ADSs will be converted from euros to U.S. dollars prior to
payment. As a result, changes in currency exchange rates could affect the
value of dividends that holders of our ADSs receive.
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 United States and Canada can include slower payment of invoices,
nationalization of businesses, social, political and economic instability,
increased currency exchange risk and currency repatriation restrictions, among
other risks. We may not be able to insure or hedge against these risks.
Furthermore, financing may not be 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.
SOME PROVISIONS OF OUR STATUTS COULD HAVE ANTI-TAKEOVER EFFECTS.
Our statuts (i.e., our organizational documents) contain provisions
that are intended to impede the accumulation of our 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
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disposing of at least 0.5% or any multiple of 0.5% of our Ordinary Shares or
ADSs may be deprived of voting rights for those securities in excess of the
unreported fraction.
PRE-EMPTIVE RIGHTS MAY NOT BE AVAILABLE TO U.S. 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. U.S. holders of our 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,
U.S. 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 representing Ordinary Shares may not have the
same ability to influence corporate governance with respect to our company as
shareholders in some U.S. companies would. For example, the depositary may not
receive voting materials in time to ensure that holders of our ADSs
representing Ordinary Shares can instruct the depositary to vote their shares.
In addition, the depositary's liability to holders of our ADSs representing
Ordinary Shares 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 U.S. federal
securities laws, we are exempt from rules under the Securities Exchange Act of
1934 (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 or ADSs. Moreover, we are not
required to file periodic reports and financial statements with the Commission
as frequently or as promptly as U.S. companies 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 U.S. public companies.
JUDGMENTS OF U.S. COURTS MAY NOT BE ENFORCEABLE AGAINST US.
Judgments of U.S. courts, including those predicated on the civil
liability provisions of the federal securities laws of the United States, may
not be enforceable in French courts. As a result, shareholders who obtain a
judgment against our company in the United States may not be able to require
it to pay the amount of the judgment. We are a corporation organized under the
laws of France. Many of our directors and officers are citizens or residents
of countries other than the United States. Substantial portions of our assets
are located outside the United States. Accordingly, it may be difficult for
investors:
o to obtain jurisdiction over us or our directors or officers in
courts in the United States in actions predicated on the civil
liability provisions of the U.S. federal securities laws;
8
o to enforce against us or our directors or officers judgments
obtained in such actions;
o to obtain judgments against us or our directors or officers in
original actions in non-U.S. courts predicated solely upon the U.S.
federal securities laws; or
o to enforce against us or our directors or officers in non-U.S.
courts judgments of courts in the United States predicated upon the
civil liability provisions of the U.S. federal securities laws.
Actions brought in France for enforcement of judgments of U.S.
courts rendered against French persons, including our directors and officers,
would require those persons to waive their right to be sued in France under
Article 15 of the French Civil Code. In addition, actions in the United States
under the U.S. federal securities laws could be affected under certain
circumstances by the French law of July 16, 1980, which may preclude or
restrict the obtaining of evidence in France or from French persons in
connection with those actions.
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 represented by ADSs to
be offered and sold by the selling shareholders. We also filed a registration
statement on Form F-6 relating to our ADSs which 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
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 representing 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.
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
9
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 July 2, 2001
Reports of Foreign Issuer on Form 6-K All the reports filed from
January 1, 2001 until the date
of this prospectus
Registration Statement on Form 8-A for the December 29, 2000
registration of 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.
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 represented by ADSs to which
this prospectus relates.
10
SELLING SHAREHOLDERS
Set forth below are the names of each selling shareholder and the
number of Ordinary Shares represented by ADSs they will acquire at the Closing
(as defined below), subject to satisfaction of certain conditions precedent,
pursuant to an Agreement and Plan of Merger and Exchange (the "Merger
Agreement") dated December 16, 2001 by and among Vivendi Universal, Universal,
Liberty Media, certain of such selling shareholders and certain of such
parties' respective affiliates. The selling shareholders will not acquire
207,248 of the 37,593,684 Ordinary Shares represented by ADSs to which this
prospectus relates at the Closing. All or a portion of these 207,248 Ordinary
Shares represented by ADSs will be delivered to certain selling shareholders
and their affiliates after the Closing pursuant to Section 8.01 of the Merger
Agreement.
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
represented by ADSs (i) for a period of two years following the consummation
of the transactions contemplated by the Merger Agreement (the "Closing"), or,
if earlier, (ii) until the selling shareholders disposed of all of the
Ordinary Shares or the ADSs representing them. It is a condition precedent to
the Closing that such registration statement be effective.
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 represented by ADSs they offer and sell
pursuant to this prospectus, and any such offers and sales may be deemed to be
made indirectly on our behalf.
At Closing, Liberty Media and its subsidiaries will own 37,386,436
Ordinary Shares represented by ADSs representing approximately 3.6% of our
outstanding Ordinary Shares.
Selling shareholder Number of Ordinary Shares represented
by ADSs beneficially owned at Closing,
all of which may be offered under this
prospectus
Liberty Programming Company LLC 16,960,000
LMC USA VI, Inc. 2,604,384
LMC USA VII, Inc. 3,282,058
LMC USA VIII, Inc. 1,227,942
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, The Seagram Company Ltd. ("Seagram",
wholly-owned by Vivendi Universal since December 8, 2000), 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 representing an effective 43%
equity interest in USA Networks.
The details of such arrangement and related agreements and other
transactions may be found in a Schedule 13D Amendment 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.
11
On December 16, 2001, Vivendi Universal entered into an agreement to
acquirethrough a joint venture, subject to the satisfaction of certain
conditions precedent, full control of the entertainment assets of USA Networks
and Liberty Media's minority interest in multiThematiques S.A., a French
entity. If and when such transactions are consummated, the arrangement
mentioned among Seagram, Universal, USA Networks, HSN, Liberty Media and Barry
Diller would be substantially amended. The details of such transactions may be
found in a Schedule 13D Amendment filed, by such parties and certain of their
affiliates, with respect to USA Networks, with the Commission on December 21,
2001 and the definitive proxy statement filed by USA Networks on [o].
EXPENSES
The following table sets forth the estimated expenses in connection
with the distribution of the securities to be sold pursuant to this
prospectus:
SEC registration fee $ 158,923.54
Printing and engraving costs $25,000
Legal fees and expenses $25,000
Miscellaneous $10,000
--------------
Total $ 218,923.54
==================
This table does not include underwriting discounts and commissions, if any,
that would be paid by the selling shareholders.
PLAN OF DISTRIBUTION
The Ordinary Shares represented by ADSs 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 ADSs for Ordinary Shares or vice versa;
o sales on the New York Stock Exchange, or any other principal market
on which the Ordinary Shares or our ADSs 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 represented by ADSs 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
represented by ADSs;
o the lending of Ordinary Shares represented by ADSs in connection
with option transactions including loans to brokers or dealers who
may, from time to time, sell
12
Ordinary Shares represented by ADSs to cover short sales;
o short sales of Ordinary Shares represented by ADSs and transactions
covering short sales;
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 represented by ADSs or their
interest in such securities;
o the disposition of Ordinary Shares represented by ADSs in connection
with other hedging transactions with brokers, dealers or others;
o the transfer of Ordinary Shares represented by ADSs 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 represented by ADSs may also be sold in
private transactions or under Rule 144, rather than pursuant to this
prospectus. The selling shareholders shall have the sole and absolute
discretion not to accept any purchase offer or make any sale of Ordinary
Shares represented by ADSs 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 represented by
ADSs 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 represented by ADSs 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 represented by ADSs 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 represented
by ADSs 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 represented by ADSs 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 represented by ADSs 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 represented by ADSs 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.
13
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 represented by
ADSs 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 represented by ADSs involved;
o the price at which such Ordinary Shares represented by ADSs 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.
In order to comply with securities laws of certain jurisdictions, if
applicable, Ordinary Shares represented by ADSs may be sold in these
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain jurisdictions, Ordinary Shares represented by ADSs 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 represented by ADSs 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 represented by ADSs from directly or indirectly bidding
for, or purchasing for any account in which it has a beneficial interest, any
of our Ordinary Shares represented by ADSs.
We have advised the selling shareholders that the anti-manipulation
rules under the Exchange Act may apply to sales of Ordinary Shares represented
by ADSs in the market and to the activities of the selling shareholders and
any of their affiliates. The selling shareholders has advised us that, during
the time that they may be engaged in sales of Ordinary Shares represented by
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
represented by ADSs pursuant to this prospectus. However, we are obligated
under the Merger Agreement to pay all registration expenses of the Ordinary
Shares represented by ADSs.
RESTRICTIONS ON TRANSFERS
Pursuant to the Merger Agreement, the selling shareholders agreed,
from the date of the Merger Agreement until the date that is 18 months after
the Closing, 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
14
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 or the ADSs representing the
shares received pursuant to such agreement provided that such restrictions
shall cease to apply to:
(i) 18,300,000 Ordinary Shares or ADSs representing such shares, on and
after the date of Closing, and
(ii) an additional 9,543,218 Ordinary Shares or ADSs representing such
shares, on and after the date that is 12 months after the date of
Closing,
without, in each case, the prior written consent of Vivendi Universal.
Notwithstanding the foregoing, with respect to the 18,300,000 Ordinary Shares
or ADSs representing such shares referred to in clause (i) above, the selling
shareholders may enter into swaps, hedges or other arrangements ("Hedges")
that transfer, in whole or in part, any of the economic consequences of
ownership of such Ordinary Shares or ADSs representing such shares prior to
the date of Closing; provided, that the number of Ordinary Shares or ADSs
representing such shares so Hedged on any day does not exceed twice the
average worldwide daily trading volume for our Ordinary Shares and our ADSs
during the five trading days preceding such day.
VALIDITY OF SECURITIES
The validity of the Ordinary Shares being offered hereby will be
passed upon by Jean-Francois Dubos, General Counsel of Vivendi Universal. The
validity of the Ordinary Shares will be passed upon for any underwriters as
set forth in the prospectus supplement, if any.
EXPERTS
The audited consolidated financial statements incorporated by
reference to Form 20-F we filed on July 2, 2001, in this prospectus have been
so included in reliance on the reports of Barbier Frinault & Cie (a member of
the firm Arthur Andersen) and RSM Salustro Reydel, independent accountants,
incorporated by reference herein and given on the authority of said firms as
experts in auditing and accounting.
15
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[GRAPHIC OMITTED]
VIVENDI
UNIVERSAL
===============================================================================
16
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 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 the
Vivendi Universal report of foreign private issuer on Form 6-K dated December
19, 2001).
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 July 2, 2001).
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,
by and among Vivendi Universal, S.A., Universal Studios, Inc., Light France
Acquisition 1, S.A.S., the additional 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 in 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 RSM Salustro Reydel.
23.3 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors of Vivendi Universal,
included on the signature page hereto.
II-1
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 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.
II-2
(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.
II-3
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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York on January 24, 2002.
Vivendi Universal, S.A.
By: /s/ George E. Bushnell III
------------------------------------
Name: George E. Bushnell III
Title: Vice President
II-4
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Vivendi Universal,
S.A., hereby severally constitute and appoint Jean-Marie Messier,
Jean-Francois Dubos, John Preston and George E. Bushnell III (with full power
to act alone), our true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution in each of them for him and in his
name, place and stead, and in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as full to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or his or their
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jean-Marie Messier Chairman of the Board of Directors and Chief January 24, 2002
____________________ Executive Officer
Jean-Marie Messier
/s/ Guillaume Hannezo Chief Financial Officer (Principal Financial and January 24, 2002
____________________ Accounting Officer)
Guillaume Hannezo
/s/ Dominique Gibert Senior Vice President, Finance (Deputy Chief January 24, 2002
____________________ Financial Officer)
Dominique Gibert
/s/ Pierre Lescure Director and Co-Chief Operating Officer January 24, 2002
____________________
Pierre Lescure
/s/ Eric Licoys Director and Co-Chief Operating Officer January 24, 2002
____________________
Eric Licoys
/s/ Bernard Arnault Director January 24, 2002
____________________
Bernard Arnault
____________________ Director
Jean-Louis Beffa
II-5
/s/ Edgar Bronfman, Jr. Director, Vice-Chairman of the January 24, 2002
____________________ Board of Directors
Edgar Bronfman, Jr.
____________________ Director
Edgar M. Bronfman
/s/ Richard H. Brown Director January 24, 2002
____________________
Richard H. Brown
/s/ Jean-Marc Espalioux Director January 24, 2002
____________________
Jean-Marc Espalioux
/s/ Philippe Foriel-Destezet Director January 24, 2002
____________________
Philippe Foriel-Destezet
/s/ Jacques Friedmann Director January 24, 2002
____________________
Jacques Friedmann
/s/ Esther Koplowitz Director January 24, 2002
____________________
Esther Koplowitz
/s/ Marie-Josee Kravis Director January 24, 2002
____________________
Marie-Josee Kravis
/s/ Henri Lachmann Director January 24, 2002
____________________
Henri Lachmann
/s/ Samuel Minzberg Director January 24, 2002
____________________
Samuel Minzberg
____________________ Director
Simon Murray
/s/ Serge Tchuruk Director January 24, 2002
____________________
Serge Tchuruk
/s/ Rene Thomas Director January 24, 2002
____________________
Rene Thomas
II-6
/s/ Marc Vienot Director January 24, 2002
____________________
Marc Vienot
/s/ George E. Bushnell III Authorized Representative January 24, 2002
____________________ in the United States
George E. Bushnell III
II-7
Exhibits
2.1 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 the
Vivendi Universal report of foreign private issuer on Form 6-K dated December
19, 2001).
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 July 2, 2001).
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,
by and among Vivendi Universal, S.A., Universal Studios, Inc., Light France
Acquisition 1, S.A.S., the additional 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 in 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 RSM Salustro Reydel.
23.3 Consent of Jean-Francois Dubos (included in Exhibit 5.1).
24.1 Power of Attorney of certain officers and directors of Vivendi Universal,
included on the signature page hereto.
II-8