SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
November 4, 2003
VIVENDI UNIVERSAL
42, AVENUE DE FRIEDLAND
75008 PARIS
FRANCE
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
Contents: Business Combination Agreement; IACI Matters Agreement.
This report on Form 6-K shall be incorporated by reference in the Registration
Statement on Form F-3 (Registration No. 333-81578) as amended, filed by Vivendi
Universal under the Securities Act of 1933, to the extent not superseded by
documents or reports subsequently filed by Vivendi Universal under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
On October 8, 2003, Vivendi Universal, S.A. ("Vivendi Universal")
announced that it had entered into a Business Combination Agreement with General
Electric Company, National Broadcasting Company Holding, Inc., National
Broadcasting Company, Inc. ("NBC") and Universal Studios Holding III Corp.
providing for the combination (the "Combination") of NBC and Vivendi Universal
Entertainment LLLP ("VUE"). The Business Combination Agreement provides that the
Combination will be effected by the contribution by Vivendi Universal of all the
issued and outstanding capital stock of Universal Studios, Inc. and Universal
Pictures International Holdings 2 B.V. and 92.3% of the issued and outstanding
capital stock of Universal Pictures International Holdings B.V. ("BV1"),
entities which together hold, directly or indirectly, approximately 93% of the
common interests in VUE, to a subsidiary of NBC in exchange for, in the
aggregate, approximately $3.6 billion in cash and 20% of the issued and
outstanding capital of NBC. The foregoing is subject to adjustment in the event
that MHI Investment Corporation, which holds approximately 7.7% of the issued
and outstanding capital stock of BV1, participates in the Combination or if
InterActiveCorp, which holds a 5.44% common interest in VUE, exercises certain
rights it has to participate in the Combination. As a result of the Combination,
Vivendi Universal will also benefit from an approximately $1.7 billion reduction
in debt on a consolidated basis as a result of the deconsolidation of VUE. In
connection with the Business Combination Agreement, Vivendi Universal also has
certain contingent obligations relating to taxes, retained businesses and
liabilities, the disposition of certain businesses and other matters customary
for a transaction of this type.
In connection with the transactions contemplated by the Business
Combination Agreement, Vivendi Universal also entered into the IACI Matters
Agreement, which sets forth certain arrangements among the parties thereto with
respect to the Class A and B preferred interests in VUE, including arrangements
that make Vivendi Universal responsible for certain economic costs associated
with such preferred interests and entitle Vivendi Universal to certain economic
benefits related to the value of the InterActiveCorp stock that is currently
subject to transfer restrictions in connection with the obligations of certain
subsidiaries of Vivendi Universal relating to the Class B preferred interests in
VUE. Vivendi Universal is required to assume such costs and is entitled to
receive such benefits regardless of whether such costs or benefits are realized
before or after the completion of the Combination, subject to adjustment if
there is a restructuring of such preferred interests as described below. The
terms of the IACI Matters Agreement contemplate that Vivendi Universal and VUE
may negotiate a restructuring of the existing VUE interests owned by
InterActiveCorp, although such a restructuring is not a condition to the
transactions contemplated under the Business Combination Agreement. No
obligation exists on the part of Vivendi Universal or VUE to negotiate or
undertake any such restructuring and no terms for any such restructuring have
been established with InterActiveCorp. Such a restructuring could also result in
an agreement among the parties to the Business Combination Agreement to amend
its terms.
The completion of the transactions contemplated by the Business
Combination Agreement is subject to customary approvals from various regulatory
agencies and other conditions. The companies currently anticipate completing the
transaction in the first half of 2004. The descriptions of the Business
Combination Agreement and the IACI Matters Agreement set forth herein are
qualified in their entirety by reference to the Business Combination Agreement
2
and the IACI Matters Agreement, respectively, which are filed herewith and
incorporated herein by reference.
EXHIBIT LIST
Exhibit Description
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2.1 Business Combination Agreement, dated as of October 8,
2003, by and among General Electric Company, National
Broadcasting Company Holding, Inc., National Broadcasting
Company, Inc., Universal Studios Holding III Corp. and
Vivendi Universal, S.A.
99.1 IACI Matters Agreement, dated as of October 8, 2003, by
and among General Electric Company, National Broadcasting
Company Holding, Inc., National Broadcasting Company,
Inc., Universal Studios Holding III Corp. and Vivendi
Universal, S.A.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
VIVENDI UNIVERSAL
By: /s/ George E. Bushnell III
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Name: George E. Bushnell III
Title: Vice President
Date: November 4, 2003
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