SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
USA Interactive (formerly USA Networks, Inc.)
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
Charles Y. Tanabe, Esq. Pamela S. Seymon, Esq. George E. Bushnell III, Esq.
Senior Vice President and General Wachtell, Lipton, Rosen & Katz Vivendi Universal
Counsel 51 West 52nd Street 375 Park Avenue
Liberty Media Corporation New York, New York 10019 New York, New York 10152
12300 Liberty Boulevard (212) 403-1000 (212) 572-7000
Englewood, CO 80112
(720) 875-5400
(Name, Address and Telephone Number of Persons Authorized
to receive Notices and Communications)
February 18, 2003
(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. [__]
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).
---------------------
* Note: This statement constitutes Amendment No. 12 of the Report on Schedule
13D of the reporting group consisting of Liberty Media Corporation, Barry
Diller, Vivendi Universal Canada Inc. (formerly The Seagram Company Ltd.),
Vivendi Universal, S.A., Universal Studios, Inc. and the BDTV Entities. This
statement also constitutes Amendment No. 7 of a Report on Schedule 13D of Barry
Diller, Amendment No. 12 of a Report on Schedule 13D of Vivendi Universal Canada
Inc. (formerly The Seagram Company Ltd.) and Universal Studios, Inc., Amendment
No. 6 of a Report on Schedule 13D of Vivendi Universal, S.A., Amendment No. 18
of a Report on Schedule 13D of BDTV II INC., Amendment No. 13 of a Report on
Schedule 13D of BDTV III INC. and Amendment No. 12 of a Report on Schedule 13D
of BDTV IV INC.
1 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Liberty Media Corporation
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
2 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal Canada Inc. (formerly The Seagram Company Ltd.)
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Canada
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 89,079,043 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X].Excludes shares beneficially owned by the executive officers and
directors of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
3 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Vivendi Universal, S.A.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
France
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 89,079,043 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
4 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Universal Studios, Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 89,079,043 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X).
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
5 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
Barry Diller
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check 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 Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
IN
6 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)[_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
7 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV II INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
8 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV III INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
9 of 23
(1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons
BDTV IV INC.
(2) Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power None; see Item 5
(8) Shared Voting Power 228,183,004 shares
(9) Sole Dispositive Power None; see Item 5
(10) Shared Dispositive Power 228,183,004 shares
(11) Aggregate Amount Beneficially Owned by Each 228,183,004 shares
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X].
Excludes shares beneficially owned by the executive officers and directors
of Liberty, Vivendi Universal, VU Canada and Universal and shares
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse.
(13) Percent of Class Represented by Amount in Row (11) 39.7%. Assumes
conversion of all shares of Class B Common Stock beneficially owned by the
Reporting Persons into shares of Common Stock, the exercise of options to
purchase 47,120,888 shares of Common Stock which are currently exercisable
by Mr. Diller and the exercise of warrants to purchase 32,467,735 shares of
Common Stock which are currently exercisable by Vivendi Universal. Because
each share of Class B Common Stock generally is entitled to ten votes per
share and each share of Common Stock is entitled to one vote per share, the
Reporting Persons may be deemed to beneficially own equity securities of
the Company representing approximately 68.4% of the voting power of the
Company. See Item 5.
(14) Type of Reporting Person (See Instructions)
CO
10 of 23
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
LIBERTY MEDIA CORPORATION,
BARRY DILLER,
UNIVERSAL STUDIOS, INC.,
VIVENDI UNIVERSAL CANADA INC. (FORMERLY THE SEAGRAM COMPANY LTD.),
VIVENDI UNIVERSAL, S.A.,
BDTV INC.,
BDTV II INC.,
BDTV III INC.
and
BDTV IV INC.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
USA INTERACTIVE (formerly USA Networks, Inc.)
This Report on Schedule 13D relates to the common stock, par value $.01 per
share (the "Common Stock"), of USA Interactive, a Delaware corporation (formerly
"USA Networks, Inc.") ("USA" or the "Company"). The Reports on Schedule 13D, as
amended and supplemented, originally filed with the Commission by (i) the
reporting group (the "Reporting Group") consisting of Liberty Media Corporation,
a Delaware corporation ("Liberty"), Mr. Barry Diller, Universal Studios, Inc., a
Delaware corporation ("Universal"), Vivendi Universal Canada Inc. (formerly The
Seagram Company Ltd.), a Canadian corporation ("VU Canada"), Vivendi Universal,
S.A., a societe anonyme organized under the laws of the Republic of France
("Vivendi Universal"), BDTV INC., a Delaware corporation ("BDTV"), BDTV II INC.,
a Delaware corporation ("BDTV II"), BDTV III INC., a Delaware corporation ("BDTV
III"), and BDTV IV INC., a Delaware corporation ("BDTV IV") (each, a "Reporting
Person"), on February 24, 1998 (the "Reporting Group Schedule 13D"), (ii)
Liberty on July 19, 1999 (the "Liberty Schedule 13D"), (iii) Mr. Diller on
August 29, 1995 (the "Barry Diller Schedule 13D"), (iv) Universal and VU Canada
on February 24, 1998 (the "Universal Schedule 13D"), (v) BDTV on August 16, 1996
(the "BDTV Schedule 13D"), (vi) BDTV II on December 24, 1996 (the "BDTV II
Schedule 13D"), (vii) BDTV III on July 28, 1997 (the "BDTV III Schedule 13D"),
(viii) BDTV IV on February 24, 1998 (the "BDTV IV Schedule 13D"), and (ix)
Vivendi Universal on August 2, 2001 (the "Vivendi Schedule 13D") are each hereby
amended and supplemented to include the information set forth herein. This
Report on Schedule 13D constitutes Amendment No. 12 to the Reporting Group
Schedule 13D, Amendment No. 7 to the Liberty Schedule 13D, Amendment No. 22 to
the Barry Diller Schedule 13D, Amendment No. 12 to the Universal Schedule 13D,
Amendment No. 6 to the Vivendi Schedule 13D, Amendment No. 18 to the BDTV
Schedule 13D, Amendment No. 16 to the BDTV II Schedule 13D, Amendment No. 13 to
the BDTV III Schedule 13D and Amendment No. 12 to the BDTV IV Schedule 13D. The
Reporting Group Schedule 13D, the Liberty Schedule 13D, the Barry Diller
Schedule 13D, the Universal Schedule 13D, the Vivendi Schedule 13D, the BDTV
Schedule 13D, the BDTV II Schedule 13D, the BDTV III Schedule 13D and the BDTV
IV Schedule 13D (each, as amended) are collectively referred to as the "Schedule
13D." Capitalized terms not defined herein have the meanings given to such terms
in the prior Reports on Schedule 13D referred to in this paragraph.
Information contained herein with respect to each Reporting Person and its
executive officers, directors and controlling persons is given solely by such
Reporting Person, and no other Reporting Person has responsibility for the
accuracy or completeness of information supplied by such other Reporting Person.
11 of 23
ITEM 2. Identity and Background
Schedules 1, 3 and 5 are incorporated herein by reference and amend and
restate Schedules 1, 3 and 5 to the Schedule 13D, respectively, in their
entirety.
ITEM 3. Source and Amount of Funds or Other Consideration
The information contained in Items 5 and 6 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 4. Purpose of the Transaction
The information contained in Items 5 and 6 of this Schedule 13D is hereby
incorporated by reference herein.
Depending on market conditions and other factors, and subject to any
restrictions described in Items 5 and 6 or contained in the agreements attached
as Exhibits hereto or as previously filed as exhibits to this Schedule 13D, the
Reporting Persons or their respective subsidiaries may purchase additional
shares of Common Stock in the open market or in private transactions.
Alternatively, depending on market conditions and other factors, and subject to
any restrictions described in Items 5 or 6 or contained in the agreements
attached as Exhibits hereto or previously filed as exhibits to this Schedule
13D, the Reporting Persons or their respective subsidiaries may sell all or some
of their shares of Common Stock.
Except as described in Items 5 and 6 or contained in the agreements
attached as Exhibits hereto or previously filed as exhibits to this Schedule
13D, neither any Reporting Person nor, to the best of their knowledge, any of
their respective directors or officers has plans or proposals that relate to or
would result in any of the actions set forth in clauses (a) through (j) of Item
4.
ITEM 5. Interest in Securities of the Issuer
The information contained in Item 6 of this Schedule 13D is hereby
incorporated by reference herein.
The information contained in Item 5 of this Schedule 13D is hereby amended
and supplemented by adding the following information:
Pursuant to the Equity Warrant Agreement, dated as of May 7, 2002, between
the Company and The Bank of New York, as equity warrant agent (previously filed
as Exhibit 49 to this Schedule 13D), the Company issued to an affiliate of
Vivendi Universal 60,467,735 Equity Warrants (the "Warrants") each to purchase
one share of Common Stock, subject to adjustment, at the following exercise
prices: 24,187,094 Warrants ("Tranche A Warrants") at $27.50 per share,
24,187,094 Warrants ("Tranche B Warrants") at $32.50 per share and 12,093,547
Warrants at $37.50 per share (See the description of the Equity Warrant
Agreement in the Report on Schedule 13D filed by the Reporting Group on December
21, 2001). The Warrants were assigned by such affiliate of Vivendi Universal to
Vivendi Universal on December 30, 2002. Pursuant to the Purchase Agreement,
dated as of February 12, 2003 (the "Purchase Agreement", filed as Exhibit 51 to
this statement), between Deutsche Bank AG ("Deutsche Bank") and Vivendi
Universal, Vivendi Universal sold to Deutsche Bank, on February 18, 2003,
21,000,000 Tranche A Warrants for $8.94 per Tranche A Warrant and 7,000,000
Tranche B Warrants for $7.52 per Tranche B Warrant. In connection with the sale
of Warrants to Deutsche Bank, Vivendi Universal has also granted to Deutsche
Bank an option to purchase all or a portion of an additional 3,187,094 Tranche A
Warrants and 1,000,000 Tranche B Warrants on the same terms. Such option expires
on March 14, 2003.
Vivendi Universal understands that in connection with the purchase of
Warrants by Deutsche Bank, certain affiliates of Deutsche Bank AG issued and
offered (the "Notes Offering") pursuant to Rule 144A under the Securities Act of
1933, as amended, $577,500,000 aggregate principal amount of Tranche A Floating
Rate High Income Premium Exchangeable Notes due 2012 and $227,500,000 aggregate
principal amount of Tranche B
12 of 23
Floating Rate High Income Premium Exchangeable Notes due 2012, in each case,
exchangeable into shares of Common Stock.
In connection with the Notes Offering, Vivendi Universal and Deutsche Bank
Securities Inc. ("DBSI", an affiliate of Deutsche Bank) have entered into a
Lock-Up Agreement, dated as of February 12, 2003 (filed as Exhibit 52 to this
Schedule 13D) pursuant to which Vivendi Universal has agreed that, without the
prior written consent of DBSI, it will not (i) directly or indirectly offer,
sell, pledge, contract to sell, grant any option to purchase or otherwise
dispose of any shares of Common Stock (including, without limitation, shares of
Common Stock which may be issued upon exercise of a stock option or warrant) or
any other security convertible into or exchangeable for shares of Common Stock
or (ii) enter into any hedging transaction relating to the Common Stock, until
the earlier of (A) May 13, 2003 and (B) the termination of the Purchase
Agreement. The foregoing shall not apply to dispositions of (a) securities that
Vivendi Universal acquires in open market transactions that occur after the
completion of the Notes Offering, (b) securities as part of a restructuring,
reorganization, merger, acquisition, recapitalization or similar transaction
where such disposition is not the primary purpose of such transaction, (c)
Warrants that are sold pursuant to the Purchase Agreement and (d) any securities
if the transfer is (i) by gift, will or intestacy or (ii) to partners, members,
shareholders or affiliates of Vivendi Universal, or to Vivendi Universal.
As a result of the consummation of the sale of warrants by Vivendi
Universal to Deutsche Bank described above, the members of the Reporting Group
beneficially own 163,553,008 (assuming the exercise of options to purchase
47,120,888 shares of Common Stock which are currently exercisable by Mr. Diller
and the exercise of warrants to purchase 32,467,735 shares of Common Stock which
are currently exercisable by Vivendi Universal) shares of Common Stock and
64,629,996 shares of Class B Common Stock. These shares constitute 32.0% of the
outstanding Common Stock and 100% of the outstanding Class B Common Stock.
Assuming the conversion of all of the Reporting Group's Class B shares into
Common Stock, the Reporting Group would beneficially own 39.7% of the
outstanding Common Stock (calculated in accordance with Rule 13d-3). Because
each share of Class B Common Stock generally is entitled to ten votes per share
and each share of Common Stock is entitled to one vote per share, the Reporting
Persons may be deemed to beneficially own equity securities of the Company
representing approximately 68.4% of the voting power of the Company. The
foregoing beneficial ownership figures exclude shares of Common Stock
beneficially owned by Diane Von Furstenberg, Mr. Diller's spouse, as to which
Mr. Diller disclaims beneficial ownership. Mr. Diller continues to hold an
irrevocable proxy granted by each of Universal and Liberty, pursuant to which
Mr. Diller has the right to vote the Company's securities held by Universal,
Liberty and their respective affiliates.
Except as set forth or incorporated by reference herein, no Reporting
Person or, to the best knowledge of each Reporting Person, any executive officer
or director of such Reporting Person has effected any transaction in the Common
Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings, or Relationships
with Respect to the Securities of the Issuer
The information contained in Item 5 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 7. Materials to be Filed as Exhibits
The information contained in Item 7 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
The following documents are filed as Exhibits to this Schedule 13D:
Amendment No. 1 dated as of November 25, 2002 to the Amended and Restated
Limited Liability Limited Partnership Agreement of Vivendi Universal
Entertainment LLLP, dated as of May 7, 2002, by and among USI Entertainment
Inc., USANI Holdings XX, Inc., Universal Pictures International Holdings
BV, Universal Pictures International Holdings 2 BV, NYCSpirit Corp. II, USA
Networks, Inc., USANI Sub LLC, New-U Studios Holdings, Inc. and Mr. Diller.
13 of 23
Purchase Agreement, dated as of February 12, 2003, between Deutsche Bank AG
and Vivendi Universal, S.A.
Lock-Up Agreement, dated as of February 12, 2003, between Vivendi
Universal, S.A. and Deutsche Bank Securities Inc.
14 of 23
SIGNATURES
After reasonable inquiry and to the best of his or her knowledge and
belief, each of the undersigned certifies that the information in this statement
is true, complete and correct.
Dated: February 20, 2003
LIBERTY MEDIA CORPORATION
By:
/s/ Charles Y. Tanabe
---------------------
Name: Charles Y. Tanabe
Title: Senior Vice President
BARRY DILLER
/s/ Barry Diller
----------------
UNIVERSAL STUDIOS, INC.
By:
/s/ Karen Randall
-------------------
Name: Karen Randall
Title: Executive Vice President and
General Counsel
VIVENDI UNIVERSAL CANADA INC.
By:
/s/ George E. Bushnell III
--------------------------
Name: George E. Bushnell III
Title: Secretary
VIVENDI UNIVERSAL, S.A.
By:
/s/ George E. Bushnell III
--------------------------
Name: George E. Bushnell III
Title: Vice President
BDTV INC., BDTV II INC.,
BDTV III INC., BDTV IV INC.
By:
/s/ Barry Diller
---------------------
Name: Barry Diller
Title: President
15 of 23
INDEX TO EXHIBITS
1. Written Agreement between TCI and Mr. Diller regarding Joint Filing of
Schedule 13D./*/
2. Definitive Term Sheet regarding Stockholders Agreement, dated as of August
24, 1995, by and between Liberty Media Corporation and Mr. Diller./*/
3. Definitive Term Sheet regarding Equity Compensation Agreement, dated as of
August 24, 1995, by and between the Company and Mr. Diller./*/
4. Press Release issued by the Company and Mr. Diller, dated August 25,
1995./*/
5. Letter Agreement, dated November 13, 1995, by and between Liberty Media
Corporation and Mr. Diller./*/
6. Letter Agreement, dated November 16, 1995, by and between Liberty Media
Corporation and Mr. Diller./*/
7. First Amendment to Stockholders Agreement, dated as of November 27, 1995,
by and between Liberty Media Corporation and Mr. Diller./*/
8. Agreement and Plan of Merger, dated as of November 27, 1995, by and among
Silver Management Company, Liberty Program Investments, Inc., and Liberty
HSN, Inc./*/
9. Exchange Agreement, dated as of November 27, 1995, by and between Silver
Management Company and Silver King Communications, Inc./*/
10. Agreement and Plan of Merger, dated as of November 27, 1995, by and among
Silver King Communications, Inc., Thames Acquisition Corp. and Savoy
Pictures Entertainment, Inc./*/
11. Voting Agreement, dated as of November 27, 1995, by and among Certain
Stockholders of the Company and Savoy Pictures Entertainment, Inc./*/
12. Letter Agreement, dated March 22, 1996, by and between Liberty Media
Corporation and Barry Diller./*/
13. In re Applications of Roy M. Speer and Silver Management Company, Federal
Communications Commission Memorandum and Order, adopted March 6, 1996 and
released March 11, 1996./*/
14. In re Applications of Roy M. Speer and Silver Management Company, Request
for Clarification of Silver Management Company, dated April 10, 1996./*/
15. In re Applications of Roy M. Speer and Silver Management Company, Federal
Communications Commission Memorandum Opinion and Order and Notice of
Apparent Liability, adopted June 6, 1996 and released June 14, 1996./*/
16. Amended and Restated Joint Filing Agreement of TCI, Mr. Diller and BDTV./*/
17. Amended and Restated Certificate of Incorporation of BDTV INC./*/
18. Press Release issued by the Company and Home Shopping Network, Inc., dated
August 26, 1996./*/
19. Agreement and Plan of Exchange and Merger, dated as of August 25, 1996, by
and among the Company, Home Shopping Network, Inc., House Acquisition
Corp., and Liberty HSN, Inc./*/
20. Termination Agreement, dated as of August 25, 1996, among the Company, BDTV
Inc., Liberty Program Investments, Inc., and Liberty HSN, Inc./*/
16 of 23
21. Voting Agreement, dated as of August 25, 1996, by and among Certain
Stockholders of Home Shopping Network, Inc. and the Company./*/
22. Voting Agreement, dated as of August 25, 1996, by and among Barry Diller,
Liberty Media Corporation, Arrow Holdings, LLC, BDTV Inc., and Home
Shopping Network, Inc./*/
23. Letter Agreement, dated as of August 25, 1996, by and between Liberty Media
Corporation and Barry Diller./*/
24. Second Amended and Restated Joint Filing Agreement by and between TCI, Mr.
Diller, BDTV Inc. and BDTV II Inc./*/
25. Stock Exchange Agreement, dated as of December 20, 1996, by and between the
Company and Liberty HSN, Inc./*/
26. Letter Agreement, dated as of February 3, 1997, by and between BDTV INC.
and David Geffen./*/
27. Stock Exchange Agreement, dated as of May 20, 1997, by and between HSN,
Inc. and Mr. Allen./*/
28. Stockholders Agreement, dated as of May 20, 1997, by and among, Mr. Diller,
Mr. Allen and Liberty Media Corporation./*/
29. Letter Agreement, dated as of May 20, 1997, by and between Mr. Diller and
Liberty Media Corporation./*/
30. Third Amended and Restated Joint Filing Agreement by and between TCI, Mr.
Diller, BDTV Inc., BDTV II Inc. and BDTV III Inc./*/
31. Certificate of Incorporation of BDTV III Inc./*/
32. Investment Agreement among Universal Studios, Inc., HSN, Inc., Home
Shopping Network, Inc. and Liberty Media Corporation, dated as of October
19, 1997 as amended and restated as of December 18, 1997./*/
33. Governance Agreement among HSN, Inc., Universal Studios, Inc., Liberty
Media Corporation and Barry Diller, dated as of October 19, 1997./*/
34. Stockholders Agreement among Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, HSN, Inc. and The Seagram Company Ltd. dated as
of October 19, 1997./*/
35. Spinoff Agreement among Liberty Media Corporation, Universal Studios, Inc.
and HSN, Inc. dated as of October 19, 1997./*/
36. Exchange Agreement among HSN, Inc., Universal Studios, Inc. and Liberty
Media Corporation, dated as of October 19, 1997./*/
37. Amended and Restated LLC Operating Agreement of USANi LLC, by and among USA
Networks, Inc., Home Shopping Network, Inc., Universal Studios, Inc.,
Liberty Media Corporation and Barry Diller, dated as of February 12,
1998./*/
38. Letter Agreement between Liberty HSN, Inc. and HSN, Inc., dated as of
October 19, 1997./*/
39. Fourth Amended and Restated Joint Filing Agreement between
Tele-Communications, Inc., Universal Studios, Inc., The Seagram Company
Ltd. and Barry Diller, dated as of February 23, 1998./*/
40. Certificate of Incorporation of BDTV IV INC./*/
17 of 23
41. Fifth Amended and Restated Joint Filing Agreement by and among
Tele-Communications, Inc., Liberty Media Corporation, Barry Diller,
Universal Studios, Inc., The Seagram Company Ltd., BDTV INC., BDTV II INC.,
BDTV III INC. and BDTV IV INC, dated as of July 19, 1999./*/
42. Sixth Amended and Restated Joint Filing Agreement by and among Liberty
Media Corporation, Barry Diller, Universal Studios, Inc., The Seagram
Company Ltd., Vivendi Universal, BDTV INC., BDTV II INC., BDTV III INC. and
BDTV IV INC. dated as of June 22, 2001. /*/
43. Letter Agreement, dated July 15, 2001, by and among USA Networks, Inc.,
Barry Diller, Universal Studios, Inc. and Liberty Media Corporation./*/
44. Amended and Restated Transaction Agreement, dated as of December 16, 2001,
by and among Vivendi Universal, S.A., Universal Studios, Inc., USA
Networks, Inc., USANi LLC, Liberty Media Corporation and Barry Diller./*/
45. Agreement and Plan of Merger and Exchange, dated as of December 16, 2001,
by and among Vivendi Universal, S.A., Universal Studios, Inc., Light France
Acquisition 1, S.A.S., the Merger Subsidiaries listed on the signature page
thereto, Liberty Media Corporation, Liberty Programming Company LLC,
Liberty Programming France, Inc., LMC USA VI, Inc., LMC USA VII, Inc., LMC
USA VIII, Inc., LMC USA X, Inc., Liberty HSN LLC Holdings, Inc., and the
Liberty Holding entities listed on the signature page thereto./*/
46. Amended and Restated Governance Agreement, dated as of December 16, 2001,
by and among USA Networks, Inc., Universal Studios, Inc., Liberty Media
Corporation, Barry Diller, and Vivendi Universal, S.A./*/
47. Amended and Restated Stockholders Agreement, dated as of December 16, 2001,
by and among Universal Studios, Inc., Liberty Media Corporation and Barry
Diller./*/
48. Amended and Restated Limited Liability Limited Partnership Agreement of
Vivendi Universal Entertainment LLLP, dated as of May 7, 2002, by and among
USI Entertainment Inc., USANI Holdings XX, Inc., Universal Pictures
International Holdings BV, Universal Pictures International Holdings 2 BV,
NYCSpirit Corp. II, USA Networks, Inc., USANI Sub LLC, New-U Studios
Holdings, Inc. and Mr. Diller (including the Amendment No. 1 thereto dated
as of November 25, 2002)./**/
49. Equity Warrant Agreement, dated as of May 7, 2002, between USA Networks,
Inc. and The Bank of New York, as equity warrant agent./*/
50. Exchange Agreement by and among the Company, Liberty Media Corporation,
Liberty HSN II, Inc. and Liberty HSN, Inc., dated as of June 27, 2002./*/
51. Purchase Agreement, dated as of February 12, 2003, between Deutsche Bank AG
and Vivendi Universal, S.A.
52. Lock-Up Agreement, dated as of February 12, 2003, between Vivendi
Universal, S.A. and Deutsche Bank Securities Inc.
/*/ Previously filed.
/**/ Exhibit 48 which was previously filed is hereby supplemented by Amendment
No. 1 to the Amended and Restated Limited Liability Limited Partnership
Agreement of Vivendi Universal Entertainment LLLP, dated as of May 7,
2002, by and among USI Entertainment Inc., USANI Holdings XX, Inc.,
Universal Pictures International Holdings BV, Universal Pictures
International Holdings 2 BV, NYCSpirit Corp. II, USA Networks, Inc., USANI
Sub LLC, New-U Studios Holdings, Inc. and Mr. Diller.
18 of 23
Schedule 1 of the Schedule 13D is hereby amended to read in its entirety as
follows:
SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL AND
VIVENDI UNIVERSAL CANADA INC. (formerly The Seagram Company Ltd.)
1. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Universal.
The name of each person who is a director of Universal is marked with an
asterisk. Unless otherwise indicated, the business address of each person listed
below is 100 Universal City Plaza, Universal City, California 91608.
Principal Occupation or
Name and Business Address Employment and Business Address Citizenship
------------------------- ------------------------------- -----------
RON MEYER* President and Chief Operating Officer United States
of Universal
KAREN RANDALL* Executive Vice President and General United States
Counsel of Universal
KENNETH L. KAHRS* Executive Vice President, Human Resources United States
of Universal
FREDERICK HUNTSBERRY* Executive Vice President and Chief United States
Financial Officer of Universal
YASUO NAKAMURA* President, Matsushita Media & Entertainment Japan
Business Development Unit
DIANA SCHULZ* Senior Vice President of Universal United States
SUSAN N. FLEISHMAN Senior Vice President, Corporate United States
Communications and Public Affairs
MARK A. WOOSTER Senior Vice President of Universal United States
MAREN CHRISTENSEN Senior Vice President of Universal United States
WILLIAM APOSTOLIDES Vice President of Universal United States
KEVIN CONWAY Vice President of Universal United States
H. STEPHEN GORDON Vice President of Universal United States
DAVID H. MEYERS Vice President and Assistant Controller United States
of Universal
MARC PALOTAY Vice President of Universal United States
TERRY A. REAGAN Vice President and Controller of Universal United States
RICK SMITH Vice President, Global Strategic Sourcing United States
of Universal
RONALD F. REED Treasurer of Universal United States
SHARON S. GARCIA Secretary of Universal United States
19 of 23
2. Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Vivendi
Universal Canada Inc. (formerly The Seagram Company Ltd., effective February 28,
2002). The name of each person who is a director of Vivendi Universal Canada
Inc. is marked with an asterisk. Unless otherwise indicated, the business
address of each person listed below is 375 Park Avenue, New York, New York
10152.
Principal Occupation or
Name and Business Address Employment and Business Address Citizenship
------------------------- ------------------------------- -----------
ALAN BELL* Partner, Blake Cassels & Graydon, LLP Canada
Blake Cassels & Graydon, LLP
Commerce Court West-CIBC Building
199 Bay Street
Toronto, Ontario M5L 1A9
GEORGE E. BUSHNELL III* Vice President, Vivendi Universal United States
Vivendi Universal
800 Third Avenue
New York, NY 10022
JEAN-FRANCOIS DUBOS* Executive Vice President and General France
Vivendi Universal S.A. Counsel, Vivendi Universal
42, avenue de Friedland
75380 Paris
Cedex 08, FRANCE
JACQUES ESPINASSE* Senior Executive Vice President and Chief France
Vivendi Universal S.A. Financial Officer, Vivendi Universal
42, avenue de Friedland
75380 Paris
Cedex 08, FRANCE
CRAIG THORBURN* Partner, Blake Cassels & Graydon, LLP Canada
Blake Cassels & Graydon, LLP
Commerce Court West-CIBC Building
199 Bay Street
Toronto, Ontario M5L 1A9
FREDERIC CREPIN Vice President, Vivendi Universal France
Vivendi Universal S.A.
42, avenue de Friedland
75380 Paris
Cedex 08, FRANCE
DANIEL J. LOSITO Vice President, Vivendi Universal United States
Vivendi Universal
800 Third Avenue
New York, NY 10022
WILLIAM PODURGIEL Director Foreign Taxes, Vivendi Universal United States
Vivendi Universal
800 Third Avenue
New York, NY 10022
PIERRE-HENRY GALAN Assistant Treasurer, Vivendi Universal France
RONALD REED Assistant Treasurer, Vivendi Universal United States
NICOLE LINDA KELSEY Assistant Corporate Counsel, United States
Vivendi Universal
DEBRA FORD Manager, Corporate Transactions, United States
Vivendi Universal Vivendi Universal
800 Third Avenue
New York, NY 10022
GRAHAM HENDERSON Senior Vice President, Business Affairs and Canada
e-Commerce of Universal Music Group
20 of 23
Schedule 3 of the Schedule 13D is hereby amended to read in its entirety as
follows:
SCHEDULE 3
DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY MEDIA CORPORATION
The name and present principal occupation of each director and executive
officer of Liberty Media Corporation are set forth below. Unless otherwise
noted, the business address for each person listed below is c/o Liberty Media
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. To the
knowledge of Liberty Media Corporation, all executive officers and directors
listed on this Schedule 3 are United States citizens, except for David J.A.
Flowers, who is a Canadian citizen.
Name and Business Address Principal Occupation and Principal Business (if applicable)
(if applicable) -----------------------------------------------------------
---------------
JOHN C. MALONE Chairman of the Board and Director of Liberty
ROBERT R. BENNETT President, Chief Executive Officer and Director of Liberty
DONNE F. FISHER Director of Liberty; President of Fisher Capital Partners, Ltd.
9781 Meridian Blvd., #200
Englewood, Colorado 80112
PAUL A. GOULD Director of Liberty; Managing Director of Allen & Company Incorporated
711 5th Avenue, 8th Floor
New York, New York 10022
GARY S. HOWARD Executive Vice President, Chief Operating Officer and Director of Liberty
JEROME H. KERN Director of Liberty; Consultant, Kern Consulting LLC
4600 S. Syracuse St.
Denver, Colorado 80237
KIM MAGNESS Director of Liberty
DAVID E. RAPLEY Director of Liberty
LARRY E. ROMRELL Director of Liberty
DAVID J.A. FLOWERS Senior Vice President and Treasurer of Liberty
ELIZABETH M. MARKOWSKI Senior Vice President of Liberty
ALBERT E. ROSENTHALER Senior Vice President of Liberty
CHRISTOPHER W. SHEAN Senior Vice President and Controller of Liberty
CHARLES Y. TANABE Senior Vice President, General Counsel and Secretary of Liberty
21 of 23
Schedule 5 of the Schedule 13D is hereby amended to read in its entirety as
follows:
SCHEDULE 5
DIRECTORS AND EXECUTIVE OFFICERS OF VIVENDI UNIVERSAL, S.A.
Set forth below is the name, business address, principal occupation or
employment and citizenship of each director and executive officer of Vivendi
Universal. The name of each person who is a director of Vivendi Universal, S.A.
is marked with an asterisk. Unless otherwise indicated, the business address of
each person listed below is 42, Avenue de Friedland, 75380 Paris Cedex 08,
France.
Principal Occupation or
Name and Business Address Employment and Business Address Citizenship
------------------------ ------------------------------- -----------
JEAN-RENE FOURTOU* Chairman and CEO of Vivendi Universal France
CLAUDE BEBEAR* Chairman of the Supervisory Board of AXA France
25, avenue Matignon
75008 Paris, France
GERARD BREMOND* Chairman and CEO of Pierre & Vacances Group France
L'artois Pont de Flandre
11 rue de Cambrai
75947 Paris Cedex 19 France
EDGAR BRONFMAN, JR.* Vice Chairman of the Board United States
of Vivendi Universal
EDGAR M. BRONFMAN* Member of the Board of Directors of Vivendi United States
Universal
BERTRAND COLLOMB* Chairman and CEO of Lafarge France
61 rue des Belles Feuilles
75116 Paris France
FERNANDO FALCO y President of Real Automovil Club de Espana Spain
FERNANDEZ DE CORDOVA* Fortuny 17-5 A
28020 Madrid Spain
PAUL FRIBOURG* Chairman and CEO of ContiGroup Companies United States
277 Park Avenue - 50th fl.
New York, NY 10172
DOMINIQUE HOENN* Chief Operating Officer of BNP Paribas France
3, rue d'Antin
75002 Paris, France
GERARD KLEISTERLEE* Chairman and CEO of Royal Philips The Netherlands
Electronics
P.O. Box 77900
Building HBT 14
1070 Amsterdam, The Netherlands
MARIE-JOSEE KRAVIS* Senior Fellow, Hudson Institute Inc. United States
625 Park Avenue
New York, NY 10021
HENRI LACHMANN* Chairman and CEO of Schneider Electric France
43-45, Bd Franklin Roosevelt
92500 Rueil-Malmaison, France
JEAN-BERNARD LEVY Chief Operating Officer, Vivendi Universal France
JACQUES ESPINASSE Senior Executive Vice President and Chief France
22 of 23
Financial Officer, Vivendi Universal
ANDREW J. KASLOW Senior Executive Vice President, Human United States
Resources, Vivendi Universal
ROBERT DE METZ Senior Executive Vice President, France
Divestitures, Mergers and Acquisitions,
Vivendi Universal.
MICHEL BOURGEOIS Executive Vice President, Corporate France
Communications, Vivendi Universal
HUBERT JOLY Executive Vice President, Monitoring of US France
Assets, Vivendi Universal
RENE PENISSON Adviser Social Relations and Organization, France
Vivendi Universal
JEAN-FRANCOIS DUBOS Executive Vice President and General France
Counsel, Vivendi Universal
23 of 23