UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
VIVENDI UNIVERSAL S.A.
(NAME OF ISSUER)
ORDINARY SHARES, NOMINAL VALUE 5.50 EUROS PER SHARE
(TITLE OF CLASS OF SECURITIES)
F9798210
(CUSIP NUMBER)
SARAH E. COGAN
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE, NEW YORK, NEW YORK 10017
(212) 455-3575
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 3, 2002
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 2 OF 27
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
EDGAR M. BRONFMAN, individually, as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman, as Managing Partner
of Bronfman Associates and as trustee or director of certain charitable
foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 453,848
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH
32,922,715
9 SOLE DISPOSITIVE POWER
453,848
10 SHARED DISPOSITIVE POWER
32,922,715
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,376,563
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 3 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
THE HON. CHARLES R. BRONFMAN, individually, as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman and as
director or trustee of certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 433,893
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 3,570,015
9 SOLE DISPOSITIVE POWER
433,893
10 SHARED DISPOSITIVE POWER
3,570,015
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,003,908
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON*.
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 4 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PHYLLIS LAMBERT, as trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as director of certain
charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 2,247,976
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,247,976
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,247,976
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 5 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SAMUEL BRONFMAN II, individually and as trustee of a certain charitable
foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 147,392
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 192,000
9 SOLE DISPOSITIVE POWER
147,392
10 SHARED DISPOSITIVE POWER
192,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,392
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 6 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
EDGAR BRONFMAN, JR., individually, as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman and as trustee of
a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 3,423,458
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 31,733,219
9 SOLE DISPOSITIVE POWER
3,423,458
10 SHARED DISPOSITIVE POWER
31,733,751
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,157,209
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 7 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MATTHEW BRONFMAN, individually and as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 192
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH
31,541,219
9 SOLE DISPOSITIVE POWER
192
10 SHARED DISPOSITIVE POWER
31,541,219
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,541,411
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 8 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
STEPHEN R. BRONFMAN, individually, as trustee under certain trusts for
the benefit of descendants of the late Samuel Bronfman and as director of
certain charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 3,942,661
EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH
9,753,745
9 SOLE DISPOSITIVE POWER
3,942,661
10 SHARED DISPOSITIVE POWER
9,753,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,696,406
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 9 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ELLEN J. BRONFMAN HAUPTMAN, individually, as trustee under a certain
trust for the benefit of descendants of the late Samuel Bronfman and as
director of a certain charitable foundation.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 690,500
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 6,418,869
9 SOLE DISPOSITIVE POWER
690,500
10 SHARED DISPOSITIVE POWER
6,418,869
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,109,369
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 10 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MILDRED KALIK, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 32,730,431
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
32,730,431
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,730,431
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 11 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MAYO A. SHATTUCK, III, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 32,730,431
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
32,730,431
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,730,431
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 12 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN S. WEINBERG, individually, as trustee under a certain trust for the
benefit of John S. Weinberg and as trustee under certain trusts for the
benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 800
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 32,734,831
9 SOLE DISPOSITIVE POWER
800
10 SHARED DISPOSITIVE POWER
32,734,831
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,735,631
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 13 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ARNOLD M. LUDWICK, as trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as a director of certain
charitable foundations.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 7,505,769
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
7,505,769
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,505,769
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 14 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ROBERT S. VINEBERG, as trustee under certain trusts for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 8,623,038
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,623,038
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,623,038
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 15 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
E. LEO KOLBER, as trustee under a certain trust for the benefit of
descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 0
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 2,247,500
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,247,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,247,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 16 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SAMUEL MINZBERG, individually and as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 750
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 2,247,500
9 SOLE DISPOSITIVE POWER
750
10 SHARED DISPOSITIVE POWER
2,247,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,248,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 17 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BRUCE I. JUDELSON, individually and as trustee under a certain trust for
the benefit of descendants of the late Samuel Bronfman.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 261,568
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
261,568
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
261,568
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
---------------------- ----------------------
CUSIP NO. F9798210 PAGE 18 OF 27
---------------------- ----------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ANDELL INVESTMENTS (LUXEMBOURG) S.A.R.L., a corporation organized under
the laws of Luxembourg.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCES OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LUXEMBOURG
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY 10,000,000
EACH 8 SHARED VOTING POWER
REPORTING
PERSON
WITH 0
9 SOLE DISPOSITIVE POWER
10,000,000
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
14 TYPE OF REPORTING PERSON*
CO
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PAGE 19 OF 27
----------------------
This Statement on Schedule 13D, as amended, to which this amendment
relates (the "Schedule 13D"), filed pursuant to Rule 13d-1 of the Rules and
Regulations under the Securities Exchange Act of 1934, as amended, by each of
the individuals and entities identified on the cover pages to this Schedule 13D
(such persons and entities, collectively, the "Reporting Persons"), relating to
the ordinary shares, nominal value 5.50 euros per share (the "Ordinary Shares"),
of Vivendi Universal S.A., a societe anonyme organized under the laws of France
("Vivendi Universal"), is hereby amended as set forth below.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
Following the resignation of Edgar Bronfman, Jr. as Executive Vice
Chairman of Vivendi Universal as of March 31, 2002, the Reporting Persons
intend to review the performance of their investment in Vivendi Universal from
time to time. Depending on various factors, including the business, prospects
and financial position of Vivendi Universal, the current and anticipated future
price levels of the ADSs and the Exchangeable Shares (as the case may be) and
currency exchange rates, the conditions in the securities markets and general
economic and industry conditions, as well as the benefits of diversification and
the other investment opportunities available to them, the Reporting Persons will
take such actions with respect to their investment in Vivendi Universal as they
deem appropriate in light of the circumstances existing from time to time,
subject to the Governance Agreement. Subject to the Governance Agreement, the
Reporting Persons may purchase additional equity in Vivendi Universal or may,
and hereby reserve the right to, dispose of some or all of their holdings in the
open market, in public offerings, in privately negotiated transactions or in
other transactions, including derivative transactions.
Other than as described above, and, in the case of each of Edgar M.
Bronfman, Edgar Bronfman, Jr. and Samuel Minzberg, other than in his capacity as
a director of Vivendi Universal, none of the Reporting Persons has any plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D (although each Reporting
Person reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
CURRENT OWNERSHIP
As of the date hereof and after giving effect to the transactions
described below under "Recent Transactions," Bronfman Associates, a New York
general partnership ("BA"), owns directly 31,541,219 Vivendi Universal American
Depositary Shares ("ADSs"), or approximately 3.1% of the Ordinary Shares. Edgar
M. Bronfman is the Managing Partner of BA, the Edgar Miles Bronfman Trust (the
"EMBT") directly and indirectly holds a 99% general partnership interest and the
children of Edgar M. Bronfman, including Samuel Bronfman II, Edgar Bronfman, Jr.
and Matthew Bronfman, directly and indirectly hold the other partnership
interest in BA. The EMBT owns no Vivendi Universal Securities directly (the term
"Vivendi Universal Securities" refers to, collectively, Ordinary Shares, ADSs,
exchangeable shares
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("Exchangeable Shares") of Vivendi Universal Exchangeco Inc., a Canadian
subsidiary of Vivendi Universal, and Vivendi Universal voting rights). Edgar M.
Bronfman, Edgar Bronfman, Jr., Matthew Bronfman, Mildred Kalik, Mayo A. Shattuck
III and John S. Weinberg are the trustees of the EMBT, and Edgar M. Bronfman,
Mildred Kalik, Mayo A. Shattuck III and John S. Weinberg are the trustees of the
PBBT/Edgar Miles Bronfman Family Trust (the "PBBT/EMBFT"), both of which are
trusts for the benefit of Edgar M. Bronfman and his descendants. The PBBT/EMBFT
owns directly 1,189,212 ADSs, or approximately 0.1% of the Ordinary Shares.
The Charles Rosner Bronfman Family Trust (the "CRBFT") and The
Charles R. Bronfman Discretionary Trust (the "CRBDT"), trusts for the benefit of
Charles R. Bronfman and his descendants, own directly (in the case of the CRBDT)
or indirectly (in the case of the CRBFT) 6,373,038 Exchangeable Shares and
242,208 ADSs, or approximately 0.6% and less than 0.1% of the Ordinary Shares,
respectively. The CRBFT is the sole voting shareholder of Esarbee Investments
Limited, a corporation existing under the laws of Canada, which owns directly
6,373,038 Exchangeable Shares. Stephen R. Bronfman, Ellen J. Bronfman Hauptman,
Arnold M. Ludwick and Robert S. Vineberg are the trustees of the CRBFT. Bruce I.
Judelson is the trustee of the CRBDT.
The Stephen Rosner Bronfman Substitute Trust (the "SRBST"), a trust
for the benefit of Stephen R. Bronfman and his descendants, is the sole
shareholder of Stepworth Holdings Inc., a corporation existing under the laws of
Canada, which owns directly 2,247,500 Exchangeable Shares, or approximately 0.2%
of the Ordinary Shares. Charles R. Bronfman, Phyllis Lambert, Stephen R.
Bronfman, E. Leo Kolber, Robert S. Vineberg and Samuel Minzberg are the trustees
of the SRBST. Claridge SRB Investments Inc., a corporation existing under the
laws of Canada ("SRB Investments"), owns directly 2,668,161 ADSs and 1,274,500
Ordinary Shares, or an aggregate of approximately 0.4% of the Ordinary Shares.
Stephen R. Bronfman is the sole shareholder of SRB Investments.
CRB Associates, Limited Partnership, a Connecticut limited
partnership ("CRB Associates"), owns directly 2,500 Exchangeable Shares, which
represent less than 0.1% of the Ordinary Shares. The general partner of CRB
Associates is the CRBFT, which holds a 98.2% general partnership interest. A
corporation owned by a trust for the benefit of Stephen R. Bronfman holds a 1.8%
limited partnership interest in CRB Associates.
Andell Investments (Luxembourg) S.a.r.l., a corporation organized
under the laws of Luxembourg ("Andell"), owns directly 10,000,000 ADSs, or
approximately 1.0% of the Ordinary Shares. Each of the C. Bronfman Family Trust
(the "C.BFT") and the CB Family Trust ("CB FT") holds 40% of the capital stock
of Andell, and The Charles Bronfman Trust (the "CBT") holds 20% of the capital
stock of Andell. The C.BFT, CB FT and the CBT are trusts for the benefit of
Charles R. Bronfman and his descendants.
Edgar M. Bronfman, Charles R. Bronfman and Phyllis Lambert are
siblings.
The Claridge Foundation, a charitable foundation, the members and
directors of which include Charles R. Bronfman, Stephen R. Bronfman and Arnold
M. Ludwick, owns directly 1,086,900 ADSs, or approximately 0.1% of the Ordinary
Shares. The Chastell Foundation, a charitable foundation, the members and
directors of which include Charles R.
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Bronfman, Stephen R. Bronfman, Ellen J. Bronfman Hauptman and Arnold M. Ludwick,
owns directly 43,331 ADSs, which represent less than 0.1% of the Ordinary
Shares. The Samuel Bronfman Foundation, a charitable foundation, the trustees of
which include Edgar M. Bronfman, Charles R. Bronfman, Samuel Bronfman II and
Edgar Bronfman, Jr., owns directly 192,000 ADSs, which represent less than 0.1%
of the Ordinary Shares. The Samuel and Saidye Bronfman Family Foundation, a
charitable foundation, the directors of which include Phyllis Lambert and
Stephen R. Bronfman, owns directly 192 ADSs, which represent less than 0.1% of
the Ordinary Shares. The Saidye Bronfman Foundation, a charitable foundation,
the directors of which include Edgar M. Bronfman, Charles R. Bronfman, Phyllis
Lambert and Stephen R. Bronfman, owns directly 284 ADSs, which represent less
than 0.1% of the Ordinary Shares.
Edgar M. Bronfman owns directly 888 ADSs and holds currently
exercisable options to acquire 452,960 ADSs; Charles R. Bronfman owns directly
800 ADSs and holds currently exercisable options to acquire 433,093 ADSs; Samuel
Bronfman II owns directly 192 ADSs and holds currently exercisable options to
acquire 147,200 ADSs; Edgar Bronfman, Jr. owns directly 792 ADSs, holds
currently exercisable options to acquire 3,422,666 ADSs and, through an
investment in a 401(k) Plan with a value of $26,234 as of December 4, 2000, owns
indirectly approximately 532 ADSs; Matthew Bronfman owns directly 192 ADSs;
Ellen J. Bronfman Hauptman owns directly 690,500 Ordinary Shares; John S.
Weinberg owns directly 800 ADSs; and Samuel Minzberg owns directly 750 ADSs. A
trust for the benefit of John S. Weinberg, of which he is a trustee, owns 4,400
ADSs. Bruce I. Judelson owns, through an Individual Retirement Account, 160
ADSs, and a trust for which Bruce I. Judelson is the sole trustee (the "BBH
Trust") owns directly 19,200 ADSs. Except with respect to the ADSs held by Edgar
Bronfman, Jr. through the 401(k) Plan, each of such persons has the sole power
to vote, or direct the voting of, and the sole power to dispose of, or direct
the disposition of, the ADSs stated to be owned directly by such person. In
addition, the spouse of Edgar M. Bronfman owns directly 1,472 ADSs, and the
spouse of Charles R. Bronfman owns indirectly 9,600 ADSs.
The power to vote, or direct the voting of, and the power to dispose
of, or direct the disposition of, the Vivendi Universal Securities owned by each
of the aforementioned trusts (both directly and, in the case of the CRBFT and
the SRBST, indirectly as a sole shareholder of certain corporations mentioned
above) and foundations is shared by the respective trustees or directors of such
trusts or foundations, except with respect to the CRBDT and the BBH Trust, each
of which has a single trustee with sole power to vote, or direct the voting of,
and sole power to dispose of, or direct the disposition of, the Vivendi
Universal Securities directly owned by such trust. The power to vote, or direct
the voting of, and the power to dispose of, or direct the disposition of, the
Vivendi Universal Securities owned by Andell is reported in the Schedule 13D as
being held by Andell. The power to vote, or direct the voting of, and the power
to dispose of, or direct the disposition of, the Vivendi Universal Securities
owned by SRB Investments is reported in the Schedule 13D as being held by
Stephen R. Bronfman, its sole shareholder.
Each person identified in the Schedule 13D expressly disclaims any
beneficial interest in the Vivendi Universal Securities, except for those ADSs
and Ordinary Shares which are stated to be owned directly by such person, and
except to the extent of such person's beneficial interest in a trust which owns
Vivendi Universal Securities.
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The persons filing this statement expressly disclaim (i) that the
trustees of the trusts referred to in the Schedule 13D act as a group with the
trustees of any other trusts referred to in the Schedule 13D, and (ii) that any
group exists with respect to the Vivendi Universal Securities referred to in the
Schedule 13D.
The number of Vivendi Universal Securities over which each of the
Reporting Persons exercises voting or dispositive power, either sole or shared,
is set forth on the cover pages hereto. Such cover pages reflect the beneficial
ownership of an aggregate of 62,036,170 Vivendi Universal Securities, which
represent an aggregate of approximately 6.0% of the Ordinary Shares.
Percentages set forth on such cover pages and in this Item 5 were
calculated based on 1,088,486,598 outstanding Ordinary Shares, which Vivendi
Universal has advised the Reporting Persons represent the number of outstanding
Ordinary Shares as of March 31 2002, less 57,291,803 Ordinary Shares, which
Vivendi Universal has advised the Reporting Persons represent Ordinary Shares
held in treasury by Vivendi Universal as of such date. Vivendi Universal has
advised the Reporting Persons that the number of outstanding Ordinary Shares
includes Ordinary Shares corresponding to the outstanding ADSs and Exchangeable
Shares.
RECENT TRANSACTIONS
On March 7, 2002, Edgar M. Bronfman exercised employee stock
options, which were to expire on March 17, 2002, for 41,120 ADSs and sold the
41,120 ADSs at an average price of $41.99 per ADS in market sales.
On March 7, 2002, Samuel Bronfman II exercised employee stock
options, which were to expire on March 17, 2002, for 8,700 ADSs and sold the
8,700 ADSs at an average price of $41.99 per ADS in market sales.
On March 8, 2002, Edgar M. Bronfman exercised employee stock
options, which were to expire on March 17, 2002, for 34,400 ADSs and sold the
34,400 ADSs at an average price of $42.29 per ADS in market sales.
On March 8, 2002, Samuel Bronfman II exercised employee stock
options, which were to expire on March 17, 2002, for 7,300 ADSs and sold the
7,300 ADSs at an average price of $42.29 per ADS in market sales.
On March 12, 2002, Charles R. Bronfman exercised employee stock
options,which were to expire on March 17, 2002, for 63,040 ADSs and sold the
63,040 ADSs, which were to expire on March 17, 2002, at an average price of
$39.30 per ADS in market sales.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: May 3, 2002
EDGAR M. BRONFMAN, individually, as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman, as
Managing Partner of Bronfman Associates and as
trustee or director of certain charitable
foundations
By: /s/ Frank W. Raysor, II
----------------------------------------------
Frank W. Raysor, II
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
THE HON. CHARLES R. BRONFMAN, individually, as
trustee under a certain trust for the benefit
of descendants of the late Samuel Bronfman and
as director or trustee of certain charitable
foundations
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
PHYLLIS LAMBERT, as trustee under a
certain trust for the benefit of
descendants of the late Samuel
Bronfman and as director of certain
charitable foundations
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
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SAMUEL BRONFMAN II, individually and as trustee
of a certain charitable foundation
By: /s/ Frank W. Raysor, II
----------------------------------------------
Frank W. Raysor, II
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
EDGAR BRONFMAN, JR., individually, as trustee
under a certain trust for the benefit of
descendants of the late Samuel Bronfman and as
trustee of a certain charitable foundation
By: /s/ Frank W. Raysor, II
----------------------------------------------
Frank W. Raysor, II
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
MATTHEW BRONFMAN, individually and as
trustee under a certain trust for the
benefit of descendants of the late
Samuel Bronfman
By: /s/ Frank W. Raysor, II
----------------------------------------------
Frank W. Raysor, II
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
STEPHEN R. BRONFMAN, individually, as trustee
under certain trusts for the benefit of
descendants of the late Samuel Bronfman and as
director of certain charitable foundations
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
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ELLEN J. BRONFMAN HAUPTMAN, individually, as
trustee under a certain trust for the benefit
of descendants of the late Samuel Bronfman and
as director of a certain charitable foundation
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
MILDRED KALIK, as trustee under certain trusts
for the benefit of descendants of the late
Samuel Bronfman
/s/ Mildred Kalik
--------------------------------------------------
MILDRED KALIK
MAYO A. SHATTUCK, III, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
By: /s/ Mildred Kalik
----------------------------------------------
Mildred Kalik
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
JOHN S. WEINBERG, individually, as trustee
under a certain trust for the benefit of John
S. Weinberg and as trustee under certain trusts
for the benefit of descendants of the late
Samuel Bronfman
By: /s/ Mildred Kalik
----------------------------------------------
Mildred Kalik
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
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ARNOLD M. LUDWICK, as trustee under a certain
trust for the benefit of descendants of the
late Samuel Bronfman and as a director of
certain charitable foundations
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
ROBERT S. VINEBERG, as trustee under certain
trusts for the benefit of descendants of the
late Samuel Bronfman
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
E. LEO KOLBER, as trustee under certain trusts
for the benefit of descendants of the late
Samuel Bronfman
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
SAMUEL MINZBERG, individually and as
trustee under certain trusts for the
benefit of descendants of the late
Samuel Bronfman
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
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BRUCE I. JUDELSON, individually and as trustee
under a certain trust for the benefit of
descendants of the late Samuel Bronfman
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact (Pursuant to a Power of
Attorney previously filed with the
Securities and Exchange Commission)
ANDELL INVESTMENTS (LUXEMBOURG) S.A.R.L.
By: /s/ Michel Boucher
----------------------------------------------
Michel Boucher
Attorney-in-Fact