-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nc+VkDhTDXw7IKLIyf/QEG4C40P7xcIajyCRdHmABWmpS9d1SVcu9aod+2XYJi7o FXgvlwLkXkDAA+7GI5i6pw== 0000898822-01-000258.txt : 20010312 0000898822-01-000258.hdr.sgml : 20010312 ACCESSION NUMBER: 0000898822-01-000258 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010309 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEAGRAM CO LTD CENTRAL INDEX KEY: 0000088188 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-50475 FILM NUMBER: 1565642 BUSINESS ADDRESS: STREET 1: 1430 PEEL ST STREET 2: H3A 1S9 CITY: MONTREAL QUEBEC CANA STATE: A8 BUSINESS PHONE: 5148495271 MAIL ADDRESS: STREET 1: C/O JOSEPH E SEAGRAM & SONS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 SC TO-I/A 1 0001.txt AMENDMENT TO SCHEDULE TO ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (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- 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 Transaction Valuation* Amount of Filing Fee** --------------------------------------------------------------- $1,169,460,000 $233,892 --------------------------------------------------------------- --------------------------------------------------------------- -1- * 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 (the "units") issued by The Seagram Company Ltd. 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. 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: [X] ================================================================================ -2- This Amendment No. 1 is the final amendment to, and supplements, the Schedule TO filed with the Securities and Exchange Commission (the "SEC") by Vivendi Universal on February 6, 2001 in connection the offer (the "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 [EURO] 5.50, 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 offer. ITEMS 1 THROUGH 9 AND 11. - ------------------------ Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding thereto the following: The offer expired at 12:00 midnight, New York City time, on Wednesday, March 7, 2001 (the "expiration date"). Vivendi Universal has accepted all units validly tendered and not properly withdrawn pursuant to the offer. As of the expiration date, 18,507,716 units, representing approximately 92% of the units outstanding prior to the commencement of the offer, had been validly tendered and not properly withdrawn pursuant to the offer. Vivendi Universal has accepted an additional 1,093,700 units tendered pursuant to the offer. Accordingly, Vivendi Universal has accepted for exchange a total of 19,601,416 units, representing approximately 98% of the units outstanding prior to the commencement of the offer. In addition, Vivendi Universal received the consents necessary to effect certain proposed amendments to the units and certain related agreements prior to 12:00 midnight, New York City time, on March 7, 2001. A supplemental agreement and a supplemental indenture to effect such proposed amendments have been executed and delivered. The proposed amendments will become operative upon the purchase by Vivendi Universal of the units accepted pursuant to the offer. On March 8, 2001, Vivendi Universal issued a press release announcing the closing of the offer. The full text of the press release is attached as Exhibit 12 (a)(6) hereto and incorporated herein by reference. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended by adding thereto the following: 12(a)(6) Press release issued by Vivendi Universal on March 8, 2001 in connection with the offer. -3- 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. Dated: March 9, 2001 VIVENDI UNIVERSAL By: /s/ Dominique Gibert ----------------------- Name: Dominique Gibert Title: Deputy CFO -4- INDEX TO EXHIBITS 12(a)(6) Press release issued by Vivendi Universal on March 8, 2001 in connection with the offer. -5- EX-12.(A).(6) 2 0002.txt EXHIBIT 12(A)(6) 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- 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- -----END PRIVACY-ENHANCED MESSAGE-----