1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER
THE SEAGRAM 401(k) PLAN
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
Vivendi Universal, S.A.
42, avenue de Friedland
75380 Paris Cedex 08, France
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
2
2
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4 The Seagram 401(k) Plan (the "Seagram Plan") is subject to the requirements
of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Attached hereto are the financial statements of the Seagram Plan
for the fiscal year ended December 31, 2000 prepared in accordance with the
financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Spencer Plan for the fiscal year ended December
31, 2000 prepared in accordance with the financial reporting requirements
of ERISA.
2. Consent of Gutierrez & Co., independent accountants.
3
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
THE SEAGRAM 401(k) PLAN
By /s/ Andrew Loyst
----------------------------------
Andrew Loyst
Director - Global Benefits
Vivendi Universal, S.A.
Date: June 29, 2001
4
THE SEAGRAM 401(k) PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
5
THE SEAGRAM 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
Page
----
Independent Auditors' Report 1
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-12
6
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
The Seagram 401(k) Plan
We have audited the accompanying statements of net assets available for
benefits of The Seagram 401(k) Plan (the "Plan") as of December 31, 2000 and
1999, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan at December 31, 2000 and 1999, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Gutierrez & Co.
Flushing, New York
June 15, 2001
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THE SEAGRAM 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
----------------------------
2000 1999
------------ ------------
Net assets held in trust by Bank of New York ( Note 11 ) $185,560,263 $193,136,742
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $185,560,263 $193,136,742
============ ============
The accompanying notes are an integral part of the financial statements.
2
8
THE SEAGRAM 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
-----------------------------
2000 1999
------------ ------------
CONTRIBUTIONS
Participating Employees $ 11,712,204 $ 10,888,836
Participating Companies 3,975,208 3,699,710
------------ ------------
15,687,412 14,588,546
------------ ------------
INVESTMENT INCOME ON ASSETS HELD BY BANK OF NEW YORK
Net appreciation in fair value of investments (8,768,076) 18,678,667
Dividends and interest 4,778,263 2,919,629
PARTICIPANT WITHDRAWALS (17,388,245) (14,461,547)
------------ ------------
INCREASE (DECREASE) IN PLAN EQUITY (5,690,646) 21,725,295
TRANSFER OF PARTICIPANT BALANCES TO THE SEAGRAM 401(k) PLAN-
UNIVERSAL EMPLOYEES (1,885,833)
PLAN EQUITY AT BEGINNING OF YEAR 193,136,742 171,411,447
------------ ------------
PLAN EQUITY AT END OF YEAR $185,560,263 $193,136,742
============ ============
The accompanying notes are an integral part of the financial statements.
3
9
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies followed in the preparation of the financial
statements of The Seagram 401(k) Plan (the "Plan") conform with
generally accepted accounting principles. The more significant
accounting policies are:
Basis of Accounting
The accompanying financial statements of the Plan are maintained on the
accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
Investment Valuation
Effective January 1, 1997, the assets are held in trust by Bank of New
York (Trustee) in the Joseph E. Seagram & Sons, Inc. Master Trust
Agreement (Master Trust), which also includes assets of the 401(k)
plans of the Company's affiliates, Universal Studios, Inc., UMG
Manufacturing and Logistics, Inc. and Spencer Gifts, Inc., and
effective July 1, 1999, the assets of The PolyGram Holding, Inc.
Deferred Savings and Investment Plan for Employees were added to the
Master Trust. The related investment income and appreciation in fair
value represents allocations to the Plan based upon the ratio of the
Plan's assets to total Master Trust Assets.
On December 8, 2000, The Seagram Company Ltd. (parent of Joseph E.
Seagram & Sons, Inc.), Vivendi and Canal Plus S.A. completed a series
of transactions pursuant to which the three companies combined into
Vivendi Universal. Upon the completion of the merger transactions,
shareholders of The Seagram Company Ltd. (other than those exercising
dissenters' rights), including the Trustee on behalf of the Plan,
received, for each common share of The Seagram Company Ltd. held, 0.80
Vivendi Universal ADSs or a combination of 0.80 non-voting exchangeable
shares of Vivendi Universal's Canadian subsidiary, Vivendi Universal
Exchangeco, and an equal number of voting rights in Vivendi Universal.
Investment securities are recorded and valued as follows:
United States government obligations at fair value based on the current
market yields; temporary investments in short-term investment funds at
cost which in the normal course approximates market value; securities
representing units of other funds at net asset value; the Vivendi
Universal ADSs and The Coca-Cola Company common stock at the closing
price reported on the composite tape of the New York Stock Exchange on
the valuation date.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
4
10
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Security Transactions
Security transactions are accounted for on a trade date basis with the
average cost basis used for determining the cost of investments sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase
rate. Changes in discount on coupons detached from United States
Treasury Bonds are reflected as unrealized appreciation.
2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan established as of August 1,
1985 by Joseph E. Seagram & Sons, Inc. (the "Company") and is subject
to the applicable provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
The Plan covers employees of the Company and certain of its United
States subsidiaries (collectively, the "Participating Companies") whose
annual base salary or regular wages, (excluding overtime, bonuses,
commissions or other special or contingent payments) exceeds $15,793 as
of December 31, 1998 (increased on the last day of each year by 4%) and
who are either (i) salaried employees, or (ii) hourly employees not
employed in a classification designated by the Participating Companies
from time to time, excluding various categories of employees specified
in the Plan including, but not limited to, persons represented by a
collective bargaining agent, persons employed on a special basis, and
persons employed by an operating unit of the Participating Companies to
which the Plan has not been extended.
The Plan provides benefits to participants based upon amounts
voluntarily contributed to a participant's account by the participant
and, amounts contributed under certain circumstances, by the
Participating Companies (see Note 4). Under the Plan, a participant is
not provided with any fixed benefit. The ultimate benefit to be
received by the participant depends on the amounts contributed, the
investment results and other adjustments, and the participant's vested
interest at termination of employment (see Note 5).
With respect to each participant, contributions are allocated among
four accounts specified in the Plan: pre-tax account, company match
account, after-tax account and rollover account (the "Accounts"). Such
contributions are invested as designated by the participants in one or
more of the investment funds referred to in Note 3, and are accumulated
and invested in the Master Trust. Plan assets are solely available for
the benefit of and used to satisfy the liabilities incurred on behalf
of employees covered by the Plan. The Plan is administered by the
Company through an Administrative Committee appointed by the Board of
Directors of the Company.
2. DESCRIPTION OF THE PLAN (Continued)
5
11
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Effective November 1, 1987, the Thrift Plan for the Employees of the
Wine Spectrum Companies (the "Wine Spectrum Plan") was merged with the
Plan. The eligible employees of the Wine Spectrum Plan became members
of the Plan. As a result of the merger, the Plan retains the Coca-Cola
Company Stock held by the Wine Spectrum Plan; however, no election may
be made to transfer any funds into the Coca-Cola Company Stock Fund.
3. INVESTMENT PROGRAM
During the years ended December 31, 2000 and 1999, the Plan was
comprised of ten and nine investment funds, respectively: (i) the Money
Market Fund investing primarily in the State Street Yield Enhanced STIF
Fund managed by State Street Bank and Trust Company; (ii) the Stable
Income Fund investing in the La Salle Income Plus Fund managed by
LaSalle National Trust, N.A.; (iii) the Bond Fund investing in PIMCO
Total Return Fund; (iv) the S&P 500 Index Fund investing in the
Vanguard Employee Benefit Index Fund (which replaced the S&P 500
Flagship Fund, Series C on April 1, 2000), managed by Vanguard; (v) the
Managed Equity Fund investing in Vanguard Value Index Fund ( which
replaced the Lazard Equity Portfolio on April 1, 2000) managed by
Vanguard; (vi) the Growth Equity Fund investing in Brandywine Fund,
Inc. managed by Friess Associates (up to February 1, 1999); on
December 1, 1999 the Growth Fund was reestablished investing in
Vanguard Institutional Index Fund managed by Vanguard; (vii) the
Seagram Stock Fund investing primarily in The Seagram Company Ltd.
common shares prior to December 8, 2000 and primarily in Vivendi
Universal ADSs beginning December 8, 2000; (viii) the Dreyfus Small
Company Value Fund investing in the Dreyfus Small Company Value Fund
managed by Dreyfus and (ix) the MSDW International Fund investing in
MSDW International Equity Fund managed by Morgan Stanley. On March 1,
2000, the Global Technology Fund investing in the RCM Global Technology
Fund managed by Dresdner was added to the investment funds. The
investments are administered by the Investment Committee appointed by
the Board of Directors of the Company.
On December 8, 2000, The Seagram Company Ltd. (parent of Joseph E.
Seagram & Sons, Inc.), Vivendi and Canal Plus S.A. completed a series
of transactions pursuant to which the three companies combined into
Vivendi Universal. Upon the completion of the merger transactions,
shareholders of The Seagram Company Ltd. (other than those exercising
dissenters' rights), including the Trustee on behalf of the Plan,
received, for each common share of The Seagram Company Ltd. held, 0.80
Vivendi Universal ADSs or a combination of 0.80 non-voting exchangeable
shares of Vivendi Universal's Canadian subsidiary, Vivendi Universal
Exchangeco, and an equal number of voting rights in Vivendi Universal.
4. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan, may elect to
contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax
Contributions) and/or to their after-tax accounts on an after-tax basis
("After-Tax Contributions") through payroll deductions of 1% to 17% (in
the aggregate) of their annual compensation (as defined in the Plan),
in multiples of 1%, in any combination.
6
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THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
4. CONTRIBUTIONS (Continued)
Highly-compensated employees, as defined by the Plan, may elect to
contribute from 1% to 10% of their annual compensation on a pre-tax
basis and from 1% to 17% of their annual compensation on an after-tax
basis; provided, the aggregate percentage of the contributions does not
exceed 17% of their annual compensation. Pre-tax Contributions and
After-Tax Contributions are subject to limitations imposed by federal
laws for qualified retirement plans.
The Plan provides for mandatory matching contributions by the
Participating Companies payable to the participants' company match
accounts. The Participating Companies, except as herein noted,
contribute on behalf of the participants 25% of the participants'
Pre-Tax Contributions not exceeding 6% of their Pre-Tax Contributions.
Effective January 1, 1999, the Participating Companies matching
contribution was increased to 60% of the first 6% of the participants'
Pre-Tax and After-Tax Contributions. The Participating Companies
matching contributions are subject to limitations imposed by federal
laws for qualified retirement plans.
The Plan will accept into participants' rollover accounts cash received
by participants from a qualified plan within the time prescribed by
applicable law ("Rollover Contributions").
The Participating Companies may make discretionary contributions, in an
amount to be determined by the Participating Companies. The
Participating Companies have not made discretionary contributions since
the inception of the Plan.
5. VESTING
A participant in the Plan always has a fully vested interest in the
value of his or her contributions and rollover accounts. He or she has
a non-forfeitable right to the value of his or her company match
account upon the attainment of age 60, disability (as defined in the
Plan ) or death. Upon termination of employment for any other reason, a
participant vests in the funds held in his or her company match account
in accordance with the following vesting schedule:
Years of Service Vested Percentage
---------------- -----------------
Less than 1 0%
At least 1, but less than 2 20%
At least 2, but less than 3 40%
At least 3, but less than 4 60%
At least 4, but less than 5 80%
5 or more 100%
Upon termination of employment for reasons other than the attainment of
age 60, disability or death of a participant who was not fully vested
in the funds held in his or her company match account, the nonvested
funds of the participant's company match account shall be forfeited.
Any amount forfeited shall be applied to reduce the Participating
Companies' contributions in accordance with
7
13
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
5. VESTING (Continued)
the terms of the Plan. Any amount forfeited shall be restored if the
participant is re-employed by a Participating Company before incurring
a five year break in service and if the participant repays to the Plan
(within five years after his or her reemployment commencement date) an
amount in cash equal to the full amount distributed to him or her from
the Plan on account of termination of employment, excluding amounts
from the after-tax and rollover accounts at the participant's election.
The Participating Companies used $ 94,051 in forfeitures to offset
their contributions during the year ended December 31, 2000.
6. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for
reason of disability or death, the participant or his or her
beneficiary shall receive the value of his or her Accounts. However, if
the termination of employment is for reasons other than the attainment
of age 60, disability or death, the participant shall receive only the
value of the vested funds in his or her Accounts (See Note 5).
In accordance with the procedures established by the Administrative
Committee and the terms of the Plan, certain terminated employees may
elect to defer final distribution from the Plan. Upon such election,
the amount in such participants' vested interest in the Plan is
entitled to continue to receive investment income and is held by the
Trustee until the date of distribution as elected by the Participants.
Prior to termination of employment, the participant may withdraw
amounts from the participant's Accounts in accordance with the
provisions of the Plan.
7. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of
the value of the vested portion of the participant's Accounts. The
minimum loan amount is $1,000. The maximum repayment terms are 5 years
for general purpose loans and 25 years for principal residence loans,
except that principal residence loans requested after December 31, 1999
will have a maximum repayment term of fifteen years. Applications for
loans must be approved by the Administrative Committee. The amounts
borrowed are transferred from the investment funds in which the
participant's Accounts are currently invested. Repayments and interest
thereon are credited to the participant's current investment funds
through payroll deductions made each pay period. The interest rate for
loans is based on the prime rate on the first business day of the month
in which the loan is made plus one percentage point.
8. TAX STATUS OF PLAN
8
14
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
The Internal Revenue Service has ruled by a letter dated April 20, 2000
that the Plan is qualified under Section 401(a) of the Internal Revenue
Code of 1986, as amended. So long as the Plan continues to be so
qualified, it is not subject to Federal income taxes.
Participants are not currently subject to income tax on the
Participating Companies' contributions to the Plan or on income earned
by the Plan. Benefits distributed to participants or to their
beneficiaries may be taxable to them. The tax treatment of the value of
such benefits depends on the event giving rise to the distribution and
the method of distribution selected.
9. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and certain
recordkeeping fees, are paid by the Company, and personnel and
facilities of the Company are used by the Plan at no charge.
10. TERMINATION OF THE PLAN
The Board of Directors of the Company may terminate the Plan at any
time. In the case of termination, the rights of participants to their
accounts shall be vested as of the date of termination.
11. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the
Trustee where the assets of other related employee benefit plans of
affiliates are invested on a commingled basis.
The Master Trust net assets consist of the following classification of
assets and liabilities as of December 31, 2000 and 1999.
2000 1999
-------------- --------------
Assets
Investments held in trust at fair valued determined by
quoted market prices:
Money Market Fund
State Street Yield Enhanced STIF Fund $ 50,734,702 $ 57,250,843
Stable Income Fund
The LaSalle Income Plus Fund 55,772,944 54,177,363
Bond Fund
PIMCO Total Return Fund, Class A Shares 98,703,855 108,694,075
S&P 500 Index Fund
State Street S&P 500 Flagship Fund Series C 257,741,161
Vanguard Employee Benefit Fund 205,414,392
Managed Equity Fund
Lazard Equity Portfolio Fund 69,428,179
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THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
Vanguard Value Index Fund 51,700,709
Growth Equity Fund
Vanguard Institutional Index Fund 24,538,463 10,005,713
Cash 195,458
The Seagram Stock Fund
The Seagram Company Ltd. Common Stock 31,925,545
Vivendi Universal ADSs 48,004,886
Collective Short Term Investment Fund 1,325,251 847,036
The Coca-Cola Company Stock Fund
The Coca-Cola Company Common Stock 2,453,770 3,214,351
Collective Short Term Investment Fund 67,777 77,420
Dreyfus Small Company Value Fund
Dreyfus Small Company Value Fund 24,883,209 15,733,411
MSDW International Equity Fund
MSDW International Equity Fund 22,109,100 13,493,724
Dreyfus GIC Fund
GICs and GACS 13,110,054
Collective Short Term Investment Fund 198,267
Dresdner Global Technology Fund
Dresdner RCM Global Technology Fund 20,418,043
Loans to Participants 9,280,310 9,614,355
------------ ------------
Total Investments 615,407,411 645,706,955
------------ ------------
Receivables
Accrued interest and dividends 6,347,086 5,226,406
Contributions receivable 88,182 2,068
Proceeds from securities sold 371,263 1,925,793
------------ ------------
Total Receivables 6,806,531 7,154,267
------------ ------------
Total assets 622,213,942 652,861,222
============ ============
Liabilities
Accounts payable for securities purchased 6,337,958 6,551,837
Administrative expenses 26,171 13,989
Other payables 49,311
Benefit payments 1,944
------------ ------------
Total liabilities 6,364,129 6,617,081
------------ ------------
Net Assets $615,849,813 $646,244,141
============ ============
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THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST ( Continued )
As of December 31, 2000 and 1999, the equitable share of The Seagram
401(k) Plan in the Master Trust is 30.13% and 29.88% respectively.
As of December 31, 2000 and 1999, the net assets of the Master Trust
available to the Plan for benefits in the individual investment funds
were as follows:
2000 1999
------------ ------------
Money Market Fund $ 18,171,098 $ 17,633,980
Stable Income Fund 10,675,164 10,836,176
Bond Fund 13,355,029 14,732,769
S & P 500 Index Fund 63,734,515 85,465,655
Managed Equity Fund 15,125,385 18,322,924
Growth Equity Fund 10,215,818 4,684,095
Seagram Stock Fund 20,354,482
Vivendi Universal ADS Stock Fund 18,563,165
The Coca-Cola Company Stock Fund 2,522,007 3,292,191
Dreyfus Small Company Value Fund 10,277,825 7,591,157
MSDW International Equity Fund 9,287,988 6,340,993
GIC Fund 332
Dresdner RCM Global Technology Fund 10,205,844
Loan accounts 3,426,425 3,881,988
------------ ------------
Total $185,560,263 $193,136,742
============ ============
11
17
THE SEAGRAM 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
12. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows:
Investments held in trust at fair value determined by quoted market
prices:
December 31,
2000 1999
-------------- --------------
Bond Fund $ 587,761 $ (21,757)
S & P Index Fund (6,950,763) 14,859,151
Managed Equity Fund 292,669 675,118
Growth Equity Fund (2,857,096) 1,099,045
Seagram Stock Fund 1,446,398
Vivendi Universal ADS Stock Fund 3,686,696
Dreyfus Small Company Value Fund (325,099) 565,259
MSDW International Equity Fund 489,677 538,818
Dresdner RCM Global Technology Fund (3,807,075)
The Coca-Cola Company Stock Fund 115,154 (483,365)
-------------- --------------
Investment gains (net of investment losses) (8,768,076) 18,678,667
-------------- --------------
Interest and dividends 4,778,263 2,919,629
-------------- --------------
Investment Income (Loss) $(3,939,813) $21,598,296
============== ==============
12
18
CONSENT OF INDEPENDENT ACCOUNTANTS
The Seagram Company Ltd.
The Seagram 401(k) Plan
We hereby consent to the incorporation by reference of our report
dated June 15, 2001 which appears in your Annual Report on Form 11-K of The
Seagram 401(k) Plan for the fiscal year ended December 31, 2000.
Gutierrez & Co.
Flushing, New York
June 29, 2001