Vivendi – ‘SC TO-I/A’ on 3/9/01 re: Seagram Co Ltd – EX-12.(A).(6)

On:  Friday, 3/9/01, at 5:20pm ET   ·   Accession #:  898822-1-258   ·   File #:  5-50475

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I/A   Amendment to Schedule to                               5     16K 
 2: EX-12.(A).(6)  Statement re: Computation of Ratios                 2      8K 

EX-12.(A).(6)   —   Statement re: Computation of Ratios

EX-12.(A).(6)
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                                                                EXHIBIT 12(a)(6)
[VIVENDI UNIVERSAL LOGO]                                                        

                                          MEDIA RELATIONS:
                                      Anita Larsen
                                      212-572-1118

                                           TREASURY CONTACT:
                                      John Preston
                                      212-572-7819

                                                    INVESTOR RELATIONS(PARIS):
                                          Ariane De Lamaze
                                              011-33-1-71-71-10-84

VIVENDI UNIVERSAL COMPLETES EXCHANGE OFFER AND
 CONSENT SOLICITATION FOR 7.50% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY
 UNITS OF THE SEAGRAM COMPANY LTD.

NEW YORK, NY--MARCH 8, 2001-- Vivendi Universal today announced the successful  
completion of its exchange offer and consent solicitation (collectively, the    
"offer") with respect to the 7.50% Adjustable Conversion-rate Equity Security   
Units (the "Units") issued by The Seagram Company Ltd. ("Seagram"). Vivendi     
Universal has accepted for payment all Units validly tendered and not properly  
withdrawn pursuant to the offer. The offer expired at 12:00 midnight, New York  
City time, on March 7, 2001 and as of such expiration date, more than 92% of the
Units had been validly tendered and not properly withdrawn pursuant to the      
offer. Vivendi Universal expects that settlement for Units accepted for exchange
pursuant to the offer will be made on March 14, 2001. Holders whose Units have  
been accepted pursuant to the offer will receive 0.7535 Vivendi Universal       
American Depositary Shares, and $4.13 in cash, plus accrued and unpaid          
distributions to but not including the date of payment (for an aggregate cash   
payment of $5.00, assuming settlement on March 14, 2001), for each Unit accepted
for exchange pursuant to the offer.                                             

The requisite consents to the proposed amendments to the Units, the 
purchase contract agreement and the subordinated notes related to the Units and 
the indenture pursuant to which the subordinated notes were issued were received
prior to 12:00 midnight, New York City time, on March 7, 2001. A supplemental   
agreement to the purchase contract agreement and a supplemental indenture to the
indenture relating to the Units to effect such amendments have been executed and
delivered. The amendments become operative upon the purchase by Vivendi         
Universal of the Units validly tendered and not properly withdrawn pursuant to  
the offer.                                                                      

-6- 

EX-12.(A).(6)
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   Banc of America Securities LLC and Salomon Smith Barney acted as dealer
managers for the exchange offer and consent solicitation.                       

This announcement does not constitute an offer to purchase or a     
solicitation of acceptance of the offer or an offer of any securities for sale. 

# # #     

-7- 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-I/A’ Filing		Date		First		Last			Other Filings
		3/14/01		1					6-K
Filed on:		3/9/01							6-K
		3/8/01		1					6-K
		3/7/01		1
									List all Filings