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, 2001
Commission file number
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
Vivendi Universal
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)
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Retirement Savings and Investment Plan for Union Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates (the "Union 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 Union Plan for the fiscal year ended
December 31, 2001 prepared in accordance with the financial reporting
requirements of ERISA.
EXHIBITS
1. Financial statements of the Union Plan for the fiscal year ended
December 31, 2001 prepared in accordance with the financial reporting
requirements of ERISA.
2. Consent of McGladrey & Pullen, LLP, independent accountants.
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 RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
By /s/ Ann M. Giambusso
----------------------------------------
Ann M. Giambusso
Vice President - Human Resources,
Vivendi Universal
Date: July 12, 2002
Exhibit 1
RETIREMENT SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES OF
JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
FINANCIAL STATEMENTS
DECEMBER 31, 2001 and 2000
CONTENTS
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INDEPENDENT AUDITOR'S REPORT
ON THE FINANCIAL STATEMENT 1
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FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-10
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INDEPENDENT AUDITOR'S REPORT
ON THE SUPPLEMENTARY INFORMATION
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SUPPLEMARY INFORMATION
Line 4j Schedule H of Form 5500 - Schedule of Reportable Transactions
Year Ended December 31, 2001 11
Line 4i Schedule H of Form 5500 - Schedule of Assets Held for Investment
Purposes December 31, 2001 12
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INDEPENDENT AUDITOR'S REPORT
To the Benefits Committee of the Retirement
Savings and Investment Plan for Union
Employees of Joseph E. Seagram & Sons, Inc.
and Affiliates:
We have audited the accompanying statement of net assets available for
benefits of the Retirement Savings and Investment Plan for Union Employees of
Joseph E. Seagram & Sons, Inc. and Affiliates as of December 31, 2001, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2001. 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 audit. The statement of net assets available
for benefits of the Retirement Savings and Investment Plan for Union Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates as of December 31, 2000 was
audited by other auditors whose report, dated June 15, 2001, expressed an
unqualified opinion on that statement.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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
audit provides 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 Retirement
Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons,
Inc. and Affiliates as of December 31, 2001 and the changes in net assets
available for benefits for the year ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of America.
/s/ McGladrey & Pullen, LLP
------------------------------
McGladrey & Pullen, LLP
New York, New York
July 9, 2002
1
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
STATEMENT S OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
2001 2000
-----------------------------------------------------------------------------------------------------------------
ASSETS
Investments (Note 3):
Money market fund:
Dreyfus Cash Management Plus Fund (cost of $408,697 and $206,669 ) $ 408,697 $ 206,669
Cash - 1,568
Stable income fund:
Dreyfus-Certus Stable Value Fund Series I (cost of $172,818 and $225,835) 172,818 225,835
Cash - 927
Bond fund:
Dreyfus A Bond Plus Fund (cost of $148,259 and $190,028) 144,396 189,052
Cash - 1,088
S&P 500 index fund:
Dreyfus Institutional S&P 500 Stock Index Fund
(cost of $1,117,741 and $1,626,506) 1,037,791 1,701,869
Cash - 11,651
Disciplined stock fund:
Warburg Pincus Emerging Growth Fund (cost of $387,762 and $644,466) 344,742 639,777
Cash - 4,088
Growth equity fund:
Dreyfus Disciplined Stock Fund (cost of $393,259 and $735,564) 280,948 614,824
Cash - 4,156
Vivendi stock fund:
Viviendi Universal ADSs ($430,941 in 2000) - 453,700
TBC Inc. Pooled Employee Funds ($461 in 2000) - 461
Cash - 2,983
Loans to particpants 53,198 93,848
------------------------------
TOTAL INVESTMENTS 2,442,590 4,152,496
------------------------------
Receivables
Dividends and Interest - 7
TOTAL ASSETS 2,442,590 4,152,503
LIABILITIES
Cost of unsettled purchases - 26,754
------------------------------
Total Liabiltities - 26,754
------------------------------
NET ASSETS AVAILABLE FOR BENEFITS $2,442,590 $4,125,749
==============================
See Notes to Financial Statements.
2
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2001
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Additions:
Additions to net assets attributed to:
Contributions:
Employees $ 1,209,165
Employer 110,216
-----------
1,319,381
-----------
Investment income:
Interest and dividends 52,931
Net appreciation (depreciation) in fair value
of investments (564,666)
-----------
(511,735)
-----------
Total additions 807,646
-----------
Deductions:
Deductions in net assets attributed to:
Participant Withdrawals (205,461)
Transfer to other plan (2,285,344)
-----------
(2,490,805)
-----------
Net (decrease) (1,683,159)
Net assets available for benefits:
Beginning of Year 4,125,749
-----------
End of Year $ 2,442,590
===========
See Notes to Financial Statements.
3
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SONS, INC. AND AFFILLIATES
NOTES TO FINANCIAL STATEMENTS
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Note 1. Summary of Significant Accounting Policies
The accounting policies followed in the preparation of the financial
statements of the Retirement Savings and Investment Plan for Union Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates (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
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts
of additions and deductions during the reporting period. Accordingly, actual
results may differ from those estimates.
Investment Valuation: Investment securities are recorded and valued as
follows: United States government obligations are recorded at fair value based
on the current market yields; temporary investments in short-term investment
funds are recorded at cost which in the normal course approximates market
value; securities representing units of other funds are recorded at net asset
value; common shares are recorded at the closing price reported on the
composite tape of the New York Stock Exchange on the valuation date.
On December 8, 2000, The Seagram Company Ltd. (parent of Joseph E. Seagram &
Sons, Inc.), Vivendi S.A.and Canal Plus S.A. completed a series of
transactions pursuant to which the three companies combined into Vivendi
Universal S.A. Upon the completion of the merger transactions, shareholders of
The Seagram Company Ltd. (other than those exercising dissenter's rights),
including the Trustee on behalf of the Plan, received, for each common share
of The Seagram Company Ltd. held, 0.80 Vivendi Universal ADS 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.
On December 21, 2001, Vivendi Universal, S.A., Diageo, PLC and Pernod Ricard
S.A., completed a series of transactions which resulted in the stock sale of
Joseph E. Seagram & Son, Inc. to Diageo, PLC. Under the terms of the sale and
purchase agreement, assets and liabilities relating to the U.S. active spirits
and wine employees were to be transferred to the respective 401(k) plans of
Diageo's and Pernod Ricard's U.S. affiliates.
Purchases and sales of securities are accounted for on a trade date basis with
the average cost basis used for determining the cost of investment sold.
Interest income is recorded on an accrual basis. Income on securities
purchased under agreements to resell is accounted for at the repurchase rate.
Note 2. Description of the Plan
The Plan is a defined contribution plan established as of January 1, 1997 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 eligible employees of the Company who are covered by various
collective bargaining arrangements between the Company and the employee
representatives, as specified by the Plan.
4
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SONS, INC. AND AFFILLIATES
NOTES TO FINANCIAL STATEMENTS
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Note 2. Description of the Plan (continued)
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participants' accounts by the participants (See Note 3).
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 4).
With respect to each participant, contributions are allocated among four
accounts: pre-tax account, after-tax account, rollover account and company
match account (the "Accounts"). Such contributions are invested as designated
by the participants in one or more of the investment funds options, and are
accumulated and invested in a Trust Fund held by the Dreyfus Trust Company, as
Trustee. The Plan is administered by the Company through an administrative
committee appointed by the Board of Directors of the Company.
Note 3. Contributions
Eligible employees, as defined, may elect to contribute to their 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 pay, as defined in the Plan, in multiples of
1%, in any contribution, provided, the aggregate percentage of the
contributions does not exceed 17% of their annual pay. Pre-tax contributions
and after-tax contributions are subject to limitations imposed by federal laws
for qualified retirement plans.
The Company will match twenty five cents for each dollar of the first 3% of
the participant's elective deferral. 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").
Note 4. 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:
Under the terms of the sale and purchase agreement relating to the stock sale
of Joseph E. Seagram & Sons, Inc., ad mentioned in Note 1, active spirits and
wine employees were fully vested in their account balances on December 31,
2001.
5
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SONS, INC. AND AFFILLIATES
NOTES TO FINANCIAL STATEMENTS
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Note 4. Vesting (continued)
Years of Service Vested Percentage
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Less than 1 0%
At least 1, but less than 2 20%
Al 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 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.
Note 5. Distributions
Upon termination of employment, after attainment of age 60 or reason of total
and permanent disability or death, the participant or his or her beneficiary
shall receive the entire 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.
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 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.
6
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SONS, INC. AND AFFILLIATES
NOTES TO FINANCIAL STATEMENTS
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Note 6. Loans to Participants
A participant may apply for loans up to the lesser of $50,000 or 50% of the
value 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. The
amounts borrowed are transferred from the investment funds in which the
participant's Accounts are currently invested. On a weekly basis, repayments
and interest thereon are credited to the participant's current investment
funds through payroll deduction.
Note 7. Tax Status
The Internal Revenue Service has ruled by a letter dated May 20, 1998 that the
Plan is qualified under Section 401 (a) of the Internal Revenue Code. So long
as the Plan continues to be so qualified, it is not subject to federal income
taxes. Although the Plan has been amended since receiving the determination
letter, the Plan administrator and the Plan's tax counsel believe the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
Note 8. Related Party Transactions
Certain of the expenses of the Plan are paid by the Company, and personnel and
facilities of the Company are used by the Plan at no charge.
Note 9. Termination of the Plan
Although it has not expressed intent to do so, the Plan may be terminated at
the discretion of the Board of Directors of the Company. The employer
contribution on behalf of the participants shall then become fully vested. The
total value of the employer and employee vested accounts shall be distributed
to the participants in a lump sum.
7
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION
EMPLOYEES OF JOSEPH E. SONS, INC. AND AFFILLIATES
NOTES TO FINANCIAL STATEMENTS
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Note 10. Investments
The following investments each represent five percent or more of the total
Plan assets as of the beginning of the respective Plan year:
Description of Investment Cost Fair Value
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Year ended December 31, 2001:
Dreyfus Cash Management Plus Fund $ 408,697 $ 408,697
Dreyfus-Certus Stable Value Fund Series 1 172,818 172,818
Dreyfus A Bond Plus Fund 148,259 144,396
Dreyfus Institutional S&P 500 Stock Index Fund 1,117,741 1,037,791
Dreyfus Disciplined Stock Fund 387,762 344,742
Warburg Pincus Emerging Growth Fund 393,259 280,948
Year ended December 31, 2000:
Dreyfus Cash Management Plus Fund $ 206,669 $ 206,669
Dreyfus-Certus Stable Value Fund Series I 225,835 225,835
Dreyfus A Bond Plus Fund 190,028 189,052
Dreyfus Institutional S&P 500 Stock Index Fund 1,626,506 1,701,869
Dreyfus Disciplined Stock Fund 644,466 639,777
Warburg Pincus Emerging Growth Fund 735,564 614,824
The Seagram Company, Ltd. Common Shares 430,941 453,700
8
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC.
AND AFFILIATES
Line 4j Schedule H of Form 5500 - Schedule of Reportable Transactions
Series of Transactions In Excess of Five Percent of the Current
Value of the Assets
Year ended December 31, 2001
Shares/ Security Number of Cost of Proceeds Cost of Assets
Par Value Description Transactions Purchases From Sales Disposed Gain/Loss
-----------------------------------------------------------------------------------------------------------------------------------
608,493.83 Dreyfus Cash Mgmt Plus
Institutional Shares* 59 608,494 - - -
127,027.02 Dreyfus Cash Mgmt. Plus
Institutional Shares* 17 - 127,027 127,027 -
26,615.85 Dreyfus/Laurel Fds Inc.
S&P 500 Stk Index FD Tr Shs* 70 656,077 - - -
6,114.77 Dreyfus/Laurel Fds Inc.
S&P 500 Stk Index FD Tr Shs* 21 - 156,811 160,511 (3,700)
7,520.60 Dreyfus/Laurel disc STK FD R* 59 250,373 - - -
2,034.68 Dreyfus/Laurel disc STK FD R* 19 - 68,918 74,956 (6,038)
1,741.00 Vivendi Universal Sponsored ADR* 43 111,769 - - -
8,637.60 Vivendi Universal Sponsored ADR* 19 - 476,213 525,953 (49,740)
5,791.24 Warburg Pincus Emerging Growth Fd 45 151,817 - - -
2,840.36 Warburg Pincus Emerging Growth Fd 17 - 74,625 113,895 (39,270)
11,871.53 Dreyfus A Bond Plus Inc 65 166,229 - - -
2,840.36 Dreyfus A Bond Plus Inc 17 - 17,567 17,604 (37)
102,996.68 TBC Inc Pooled Employee 47 102,997 - - -
103,458.13 TBC Inc Pooled Employee 43 - 103,458 103,458 -
*Party-in interest
9
RETIREMENT SAVINGS AND INVESTMENT PLAN FOR
UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS
AND AFFILIATES
Line 4i Schedule H of Form 5500-Schedule of Assets Held for Investment Purposes
December 31, 2001
Shares/ Security
Par Value Description Cost Price Market
-----------------------------------------------------------------------------------------------------------
Interest-Bearing Cash
---------------------
Dreyfus Cash Mgmt Plus
408,696.9050 Institutional Shares* $ 408,697 $ 1.00 $ 408,697
Participant Loans
-----------------
53,197.9500 Loans to Participants 53,198 1.00 53,198
Common Collective Trust
-----------------------
172,817.8940 Certus Stable Value Series "I" Fund 172,818 1.00 172,818
Registered Investment Companies
-------------------------------
10,609.5770 Dreyfus A Bonds Plus, Inc.* 148,259 13.61 144,396
Dreyfus/Laurel Funds Inc.*
43,422.2150 S&P 500 Stk Index Fund Tr Shares 1,117,741 23.90 1,037,791
Dreyfus/Laurel Funds Inc.*
10,783.2940 Disciplined Stock Fund R* 387,762 31.97 344,742
Warburg Pincus Emerging
10,409.3270 Growth Fund 393,259 26.99 280,948
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Total Registered Investment Companies 2,047,021 1,807,877
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Grand Total $ 2,681,734 $ 2,442,590
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*Party-in-interest
10