SEC Info - Vivendi - ‘SC TO-I’ on 2/6/01 re: Seagram Co Ltd

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Vivendi – ‘SC TO-I’ on 2/6/01 re: Seagram Co Ltd

On: Tuesday, 2/6/01, at 5:23pm ET · Accession #: 950123-1-904 · File #: 5-50475

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/06/01  Vivendi                           SC TO-I                2:20K  Seagram Co Ltd                    RR Donnelley/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-I     Issuer Tender Offer Subject to Rule 13E-4              6     31K 
 2: EX-99.12.A.5  Presss Release                                       2     12K

SC TO-I — Issuer Tender Offer Subject to Rule 13E-4
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Additional Information Exhibits Financial Statements Identity and Background of Filing Person Information Required by Schedule 13E-3 Interest in Securities of the Subject Company Past Contacts, Transactions, Negotiations and Agreements Persons/Assets, Retained, Compensated or Used Purposes of the Transaction and Plans or Proposals Source and Amount of Funds or Other Consideration Subject Company Information SUMMARY TERM SHEET. Not applicable Terms of the Transaction Vivendi Universal
1	1st Page - Filing Submission
"	Vivendi Universal
2	Item 1. SUMMARY TERM SHEET. Not applicable
"	Item 2. Subject Company Information
"	Item 3. Identity and Background of Filing Person
"	Item 4. Terms of the Transaction
3	Item 5. Past Contacts, Transactions, Negotiations and Agreements
"	Item 6. Purposes of the Transaction and Plans or Proposals
"	Item 7. Source and Amount of Funds or Other Consideration
"	Item 8. Interest in Securities of the Subject Company
"	Item 9. Persons/Assets, Retained, Compensated or Used
4	Item 10. Financial Statements
"	Item 11. Additional Information
"	Item 12. Exhibits
"	Item 13. Information Required by Schedule 13E-3

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
------------------------

THE SEAGRAM COMPANY LTD.
(NAME OF SUBJECT COMPANY (ISSUER))

VIVENDI UNIVERSAL
(NAME OF FILING PERSON AND OFFEROR)

7.50% ADJUSTABLE CONVERSION-RATE EQUITY SECURITY UNITS
OF THE SEAGRAM COMPANY LTD.
(TITLE OF CLASS OF SECURITIES)
------------------------

811850205
(CUSIP NUMBER OF CLASS OF SECURITIES)

MICHEL AVENAS
VIVENDI NORTH AMERICA
800 THIRD AVENUE
NEW YORK, NY 10022
(212) 702-3184
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)

COPIES TO:

[Download Table]

JOHN D. LOBRANO DAVID A. KATZ DAVID LOPEZ WILLIAM S. HAFT
SIMPSON THACHER & WACHTELL, LIPTON, CLEARY, GOTTLIEB, WATSON, FARLEY &
BARTLETT ROSEN & KATZ STEEN & HAMILTON WILLIAMS
425 LEXINGTON AVE. 51 WEST 52ND STREET ONE LIBERTY PLAZA 380 MADISON AVE.
NEW YORK, NY 10017 NEW YORK, NY 10019 NEW YORK, NY 10006 NEW YORK, NY 10017
(212) 455-2000 (212) 403-1000 (212) 225-2000 (212) 922-2200

------------------------

CALCULATION OF FILING FEE

[Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
-------------------------------------------------------------------------------------------------------------

$1,169,460,000 $233,892
-------------------------------------------------------------------------------------------------------------
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* Estimated solely for the purpose of calculating the filing fee pursuant to
Rule 0-11 under the Securities Exchange Act of 1934, as amended, and based
on the product of (i) $58.40, the average of the bid and asked price of the
7.50% Adjustable Conversion-rate Equity Security Units issued by The
Seagram Company Ltd. (the "units") as of January 29, 2001 and
(ii) 20,025,000, the total number of units outstanding at the close of
business on December 29, 2000.

** Calculated as 1/50 of 1% of the transaction valuation.

[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number or the Form or Schedule and the date of its filing.

[Download Table]

AMOUNT PREVIOUSLY PAID: $267,334 FILING PARTY: VIVENDI UNIVERSAL
FORM OR REGISTRATION NO.: FORM F-4 DATE FILED: FEBRUARY 5, 2001

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

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This Schedule TO is being filed with the Securities and Exchange Commission
(the "SEC") by Vivendi Universal in connection with the filing under the
Securities Act of 1933, as amended, of a post-effective amendment no. 1 to a
registration statement on Form F-4 (as amended through the date hereof, the
"Registration Statement") regarding an offer by Vivendi Universal to holders of
the outstanding 7.50% Adjustable Conversion-rate Equity Security Units (the
"units") issued by The Seagram Company Ltd. to exchange 0.7535 Vivendi Universal
American Depositary Shares ("ADSs"), each such ADS representing one Vivendi
Universal ordinary share, nominal value E5.50, and $4.13 in cash, plus accrued
and unpaid distributions to but not including the date of payment, for each unit
validly tendered and accepted by Vivendi Universal in the exchange offer on the
terms and subject to the conditions set forth in the prospectus and consent
solicitation and related letter of transmittal and consent (collectively, the
"Prospectus") included in the Registration Statement. A copy of the Prospectus
is incorporated herein by reference to the Registration Statement.

ITEM 1. SUMMARY TERM SHEET. Not applicable.

ITEM 2. SUBJECT COMPANY INFORMATION.

(a) Name and Address: The Seagram Company Ltd.
1430 Peel Street
Montreal, Quebec
H3A 159 Canada
(514) 987-5200

(b) Securities: 7.50% Adjustable Conversion-rate Equity
Security Units, issued by The Seagram Company
Ltd., of which Vivendi Universal believes
20,025,000 were outstanding as of December 31,
2000.

(c) Trading Market and Price: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Summary -- Distributions and
Market Prices of Units" is hereby incorporated
by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) Name and Address: Vivendi Universal
42, avenue de Friedland
75380 Paris Cedex 08, France
33 (1) 71 71 10 00

Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Management of Vivendi
Universal" is hereby incorporated by
reference. The Seagram Company Ltd. is a
wholly owned subsidiary of Vivendi Universal.

ITEM 4. TERMS OF THE TRANSACTION.

(a) Material Terms: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Summary," "The Exchange
Offer and Consent Solicitation," "The Proposed
Amendments," "Special Factors," "Vivendi
Universal Capital and Statuts," "Vivendi
Universal ADSs and Ordinary Shares" and "Tax
Information" is hereby incorporated by
reference.

(b) Purchases: The exchange offer is open to all holders of
units who tender such units in a jurisdiction
where the exchange offer is permitted under
the laws of that jurisdiction. Therefore, any
officer, director or affiliate of Vivendi
Universal who is a holder of units may

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participate in the exchange offer. As of
February 6, 2001, none of the directors or
principal executive officers of Vivendi
Universal beneficially owned any units.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(e) Agreements: None.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

(a) Purposes: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "The Exchange Offer and
Consent Solicitation -- Purpose of the
Exchange Offer and Consent Solicitation" is
hereby incorporated by reference.

(b) Use of Securities
Acquired: If the Exchange Offer is consummated, the
acquired units will be retired.

(c) Plans: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Special Factors -- Future
Plans," "Management of Vivendi Universal" and
"Vivendi Universal -- Recent Developments" is
hereby incorporated by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) Source of Funds: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Special Factors -- Source of
Funds" is hereby incorporated by reference.

(b) Conditions: There are no material conditions to the
financing arrangement described in the
Prospectus under "Special Factors -- Source of
Funds," and Vivendi Universal has not made any
alternative financing plans.

(d) Borrowed Funds: Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a) Securities Ownership: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Transactions and Agreements
Concerning the Units -- Ownership of Units by
Certain Beneficial Owners" is hereby
incorporated by reference.

(b) Securities Transactions: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Transactions and Agreements
Concerning the Units -- Ownership of Units by
Certain Beneficial Owners" is hereby
incorporated by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, COMPENSATED OR USED.

(a) Solicitations or
Recommendations: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "The Exchange Offer and
Consent Solicitation -- Fees and Expenses" is
hereby incorporated by reference.

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ITEM 10. FINANCIAL STATEMENTS.

(a) Financial Information: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Financial Statements,"
"Summary -- Selected Unaudited Interim
Consolidated Financial Data,"
"Summary -- Selected Historical Annual
Financial Data" and "Summary -- Unaudited Pro
Forma Condensed Consolidated Selected
Financial Data" is hereby incorporated by
reference.

(b) Pro Forma Information: Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Pro Forma Historical and
Interim Financial Information" and
"Summary -- Unaudited Pro Forma Condensed
Consolidated Selected Financial Data" is
hereby incorporated by reference.

ITEM 11. ADDITIONAL INFORMATION.

(a) Agreements, Regulatory
Requirements and Legal
Proceedings:

(1) Pursuant to General Instruction F to Schedule
TO, the information contained in the
Prospectus under "Management of Vivendi
Universal" and "Major Shareholders and Related
Party Transactions" is hereby incorporated by
reference.

(2) None.

(3) None.

(4) Not Applicable.

(5) None.

(b) Other Material
Information: None.

ITEM 12. EXHIBITS.

A list of exhibits filed herewith is contained in the Index to Exhibits,
which is incorporated herein by reference.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

VIVENDI UNIVERSAL

By: /s/ DOMINIQUE GIBERT
------------------------------------
Name: Dominique Gibert
Title: Deputy CFO

Dated: February 6, 2001

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INDEX TO EXHIBITS

[Download Table]

EXHIBIT NO. DESCRIPTION
----------- -----------

12(a)(1) Post-Effective Amendment No. 1 to Vivendi Universal's
Registration Statement on Form F-4, dated February 6, 2001
(which includes the Prospectus and, as exhibits thereto,
forms of a Letter of Transmittal and Consent, a Letter to
Clients and a Letter to Brokers, Dealers, etc.)
(incorporated by reference hereto).

12(a)(2) None.

12(a)(3) Not applicable.

12(a)(4) Included in Exhibit 12(a)(1).

12(a)(5) Press Release, dated February 6, 2001.

12(b) None.

12(d) None.

12(g) None.

12(h)(i) Opinion of Simpson Thacher & Bartlett regarding certain
United States federal income tax matters (incorporated by
reference to Post-Effective Amendment No. 1 to Vivendi
Universal's registration statement on Form F-4 dated
February 6, 2001).

12(h)(ii) Opinion of Watson, Farley & Williams regarding certain
French tax matters (incorporated by reference to
Post-Effective Amendment No. 1 to Vivendi Universal's
registration statement on Form F-4 dated February 6, 2001).

12(h)(iii) Opinion of Wachtell, Lipton, Rosen & Katz regarding certain
United States federal income tax matters (incorporated by
reference to Post-Effective Amendment No. 1 to Vivendi
Universal's registration statement on Form F-4 dated
February 6, 2001).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC TO-I’ Filing	Date	First	Last	Other Filings

Filed on:	2/6/01	3	6	POS AM
	2/5/01	1		F-4
	1/29/01	1
	12/31/00	2		11-K, 20-F
	12/29/00	1		8-A12B, S-8 POS
				List all Filings

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Filing Submission 0000950123-01-000904 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Vivendi – ‘SC TO-I’ on 2/6/01 re: Seagram Co Ltd

On: Tuesday, 2/6/01, at 5:23pm ET · Accession #: 950123-1-904 · File #: 5-50475

Previous ‘SC TO-I’: None · Next & Latest: ‘SC TO-I/A’ on 3/9/01

Tender-Offer Statement — Issuer Tender Offer — Schedule TOFiling Table of Contents

SC TO-I — Issuer Tender Offer Subject to Rule 13E-4Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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

SC TO-I — Issuer Tender Offer Subject to Rule 13E-4
Document Table of Contents