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 - SPENCER EMPLOYEES
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 - Spencer Employees (the "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 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 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 - SPENCER EMPLOYEES
By /s/ Andrew Loyst
----------------------------------
Andrew Loyst
Director - Global Benefits
Vivendi Universal, S.A.
Date: June 29, 2001
4
THE SEAGRAM 401(k) PLAN -
SPENCER EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999
5
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
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 - Spencer Employees
We have audited the accompanying statements of net assets available for
benefits of The Seagram 401(k) Plan - Spencer Employees (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 audit 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 - SPENCER EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-------------------------------
2000 1999
------------- --------------
Net assets held in trust by Bank of New York (Note 11) $ 13,067,592 $ 13,652,682
------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 13,067,592 $ 13,652,682
============= ==============
The accompanying notes are an integral part of the financial statements.
2
8
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
-----------------------------------
2000 1999
------------ ------------
CONTRIBUTIONS
Participating Employees $ 890,969 $ 888,974
Participating Companies 375,594 386,708
------------ ------------
1,266,563 1,275,682
------------ ------------
INVESTMENT INCOME ON ASSETS HELD BY
BANK OF NEW YORK
Net appreciation in fair value of investments (506,679) 1,077,854
Dividends and interest 311,230 154,341
PARTICIPANT WITHDRAWALS (1,026,207) (412,974)
------------ ------------
INCREASE IN PLAN EQUITY 44,907 2,094,903
TRANSFER OF PARTICIPANT BALANCES TO THE SEAGRAM 401(k) PLAN-
UNIVERSAL EMPLOYEES (629,997)
TRANSFER OF SPENCER GIFTS PROFIT SHARING PLAN 2,757,658
PLAN EQUITY AT BEGINNING OF YEAR 13,652,682 8,800,121
------------ ------------
PLAN EQUITY AT END OF YEAR $ 13,067,592 $ 13,652,682
============ ============
The accompanying notes are an intregal part of the financial statements.
3
9
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
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 - Spencer Employees (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. and UMG
Manufacturing and Logistics, Inc. 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 at the closing price reported on the composite tape of
the New York Stock Exchange on the valuation date.
4
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 originally established as the
Spencer Gifts, Inc. Employee Savings Plan ("Spencer Plan") and is
subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
Effective January 1, 1997, the Spencer Plan was amended and continued
in the form of The Seagram 401 (k) Plan (the "Seagram Plan"). The name
of the Spencer Plan was changed to the Retirement Savings and
Investment Plan for Employees of Joseph E. Seagram & Sons, Inc. and
Affiliates - Spencer Employees (the "Plan"). Effective January 1, 1999,
the name of the Retirement Savings and Investment Plan for Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees was
changed to The Seagram 401(k) Plan - Spencer Employees. To simplify
plan administration, the Plan was amended in the form of the Seagram
Plan, including certain modifications to the terms, to accommodate the
benefits provisions solely applicable to eligible employees of Spencer
Gifts, Inc. ("Spencer"). Notwithstanding the adoption of the form of
the Seagram Plan, the Plan has continued its existence as a separate
plan. Plan assets are solely available for the benefit of and used to
satisfy the liabilities incurred on behalf of employees of the Plan.
The Plan covers certain employees of Spencer who have completed one
year of service and who are either (i) salaried employees or (ii)
hourly employees employed in a classification designated by Spencer,
excluding employees classified as Highly Compensated employees.
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
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
2. DESCRIPTION OF THE PLAN (Continued)
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 Joseph
E. Seagram & Sons, Inc. (the "Company") through an Administrative
Committee appointed by the Board of Directors of the Company.
Effective, July 1, 1999, the Spencer Gifts Profit Sharing Plan was
merged with the Plan. The account balances under the Spencer Gifts
Profit Sharing Plan when transferred to the Plan will continue to be
invested in the same funds in which they were invested prior to the
merger unless the participant makes an investment election.
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.
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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
14% (in the aggregate) (up to 17% effective January 1, 1999) of their
annual salary (as defined in the Plan), in multiples of 1%, in any
combination. 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 40% of the participants'
contributions not exceeding 5% of their salary. 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 his or her company match account, the nonvested portion of the
participant's company match account shall be forfeited. Any amount
forfeited shall be applied
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
5. VESTING (Continued)
to reduce the Participating Companies' contributions. 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 nonvested interest of terminated participants serves to reduce
Participating Company contributions in accordance with the terms of the
Plan. The Participating Companies used $20,901 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). Benefits
are recorded when paid.
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 primary 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.
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
8. TAX STATUS OF PLAN
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
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST (Continued)
2000 1999
----------- -----------
Lazard Equity Portfolio Fund 69,428,179
Vanguard Value Index Fund 51,700,709
Growth Equity Fund
Vanguard Institutional Index Fund 24,538,463 10,005,713
Cash 195,458
Seagram Stock Fund
The Seagram Company Ltd. Common Shares 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
----------- -----------
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
11. ASSETS HELD IN TRUST (Continued)
2000 1999
------------ ------------
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
============ ============
As of December 31, 2000 and 1999, the equitable share of the Plan in
the Master Trust is 2.12% and 2.11% 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 $ 1,895,482 $ 1,993,922
Stable Income Fund 881,622 888,166
Bond Fund 1,080,289 1,149,547
S & P 500 Index Fund 5,472,274 6,945,663
Managed Equity Fund 752,429 631,635
Growth Equity Fund 260,909 191,002
Seagram Stock Fund 826,609
Vivendi Universal ADSs 1,271,738
Dreyfus Small Company Value Fund 402,032 403,173
MSDW International Equity Fund 263,802 235,785
GIC Fund 39,496
Dresdner Global Technology Fund 465,778
Loan accounts 321,237 347,684
----------- -----------
Total $13,067,592 $13,652,682
=========== ===========
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THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
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 $ 50,090 $ 660
S & P Index Fund (542,755) 1,072,624
Managed Equity Fund 15,531 14,201
Growth Equity Fund (49,624) 27,307
Seagram Stock Fund (65,460)
Vivendi Universal ADSs 177,086
Dreyfus Small Company Value Fund (10,549) 18,291
Dresdner Global Technology Fund (158,734)
MSDW International Equity Fund 12,276 10,231
--------- ----------
Investment gains (net of investment losses) (506,679) 1,077,854
Interest and dividends 311,230 154,341
--------- ----------
Investment Income (loss) $(195,449) $1,232,195
========= ==========
13. SPENCER PROFIT SHARING PLAN
Effective July 1, 1999, the Spencer Gifts Profit Sharing Plan was
merged into the Plan. As a result of the merger, the Participants'
entire account balances under the Spencer Gifts Profit Sharing Plan
were transferred and credited to the Participants' Spencer Profit
Sharing Account.
12
18
CONSENT OF INDEPENDENT ACCOUNTANTS
The Seagram Company Ltd.
The Seagram 401(k) Plan - Spencer Employees
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 - Spencer Employees for the fiscal year ended December 31,
2000.
Gutierrez & Co.
Flushing, New York
June 29, 2001