1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 Commission file number 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, S.A. 42, avenue de Friedland 75380 Paris Cedex 08, France (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 2 REQUIRED INFORMATION 1. Not Applicable. 2. Not Applicable. 3. Not Applicable. 4 The 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, 2000 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, 2000 prepared in accordance with the financial reporting requirements of ERISA. 2. Consent of Gutierrez & Co., independent accountants. 3 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. THE RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES By /s/ Andrew Loyst ---------------------------------- Andrew Loyst Director - Global Benefits Vivendi Universal, S.A. Date: June 29, 2001 4 Exhibit 1 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES FINANCIAL STATEMENTS DECEMBER 31, 2000 and 1999 5 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES INDEX TO FINANCIAL STATEMENTS Page Independent Auditors' Report 1 Statement of Net Assets Available for Benefits 2-3 Statement of Changes in Net Assets Available for Benefits 4-5 Notes to Financial Statements 6-10 Supplemental Schedules* Line 27d Form 5500 - Schedule of Reportable Transactions Year Ended December 31, 2000 11-12 Line 27a Form 5500 - Schedule of Assets Held for Investment Purposes December 31, 2000 13 *Other schedules required by 29CFR 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. 6 INDEPENDENT AUDITORS' 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 statements of net assets available for benefits of the Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates (the "Plan") as of December 31, 2000 and 1999, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets held for investment purposes and (2) reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. Gutierrez & Co. Flushing, New York June 15, 2001 7 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, ------------ 2000 1999 ---- ---- INVESTMENTS (Note 3) Money Market Fund: Dreyfus Cash Management Plus Fund (cost of $206,669 and $171,799) $ 206,669 $ 171,799 Cash 1,568 Stable Income Fund: Dreyfus-Certus Stable Value Fund Series I (cost of $225,835 and $151,712) 225,835 151,712 Cash 927 Bond Fund: Dreyfus A Bond Plus Fund (cost of $190,028 and $132,735) 189,052 125,343 Cash 1,088 S&P 500 Index Fund: Dreyfus Institutional S&P 500 Stock Index Fund (cost of $1,626,506 and $1,009,833) 1,701,869 1,285,380 Cash 11,651 (8,327) Disciplined Stock Fund: Dreyfus Disciplined Stock Fund (cost of $644,466 and $461,787) 639,777 557,485 Cash 4,088 Growth Equity Fund: Warburg Pincus Emerging Growth Fund (cost of $735,564 and $352,856) 614,824 447,893 Cash 4,156 Seagram Stock Fund: The Seagram Company Ltd. Common Shares (cost of $301,013) 319,910 Vivendi Universal ADSs (cost of $430,941) 453,700 TBC Inc. Pooled Employee Funds (cost of $461 and $0 ) 461 Cash 2,983 (3,591) Loans to Participants 93,848 71,751 ---------- ---------- Total Investments $4,152,496 $3,119,355 ========== ========== The accompanying notes are an integral part of the financial statements. 2 8 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (Continued) December 31, ------------ 2000 1999 ---- ---- RECEIVABLES Dividends and Interest $ 7 $ 6 Proceeds from Unsettled Sales 11,348 ---------- ---------- Total Receivables 7 11,354 ---------- ---------- TOTAL ASSETS 4,152,503 3,130,709 ---------- ---------- LIABILITIES Cost of Unsettled Purchases 26,754 ---------- ---------- Total Liabilities 26,754 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $4,125,749 $3,130,709 ========== ========== The accompanying notes are an integral part of the financial statements. 3 9 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, ----------------------- 2000 1999 ---- ---- CONTRIBUTIONS Participating Employees $1,255,155 $ 936,148 Participating Companies 82,594 ---------- --------- 1,337,749 936,148 ---------- --------- INVESTMENT ACTIVITIES Investment Income Money Market Fund 11,372 5,955 Stable Income Fund 11,465 5,274 Bond Fund 9,404 6,650 S&P 500 Index Fund 16,667 10,059 Disciplined Stock Fund 133 809 Interest on Loans to Participants 6,858 635 Seagram Stock Fund 3,249 Vivendi Universal ADSs 5,333 ---------- --------- Total Investment Income 61,232 32,631 ---------- --------- Realized Net Gain on Sale of Investments Money Market Fund (4,123) 950 Bond Fund (534) (636) Stable Income Fund 801 486 S & P 500 Index Fund 28,104 31,562 Disciplined Stock Fund 38,472 27,671 Growth Equity Fund 122,542 54,948 Seagram Stock Fund 19,686 Vivendi Universal ADSs 37,266 ---------- --------- Total Realized Net Gain on Sale of Investments 222,528 134,667 ---------- --------- Unrealized Appreciation (Depreciation) on Investments Bond Fund 6,415 (4,136) S&P 500 Index Fund (200,184) 153,830 Growth Equity Fund (215,777) 75,299 Disciplined Stock Fund (100,387) 54,931 Seagram Stock Fund 4,205 Vivendi Universal ADSs 17,342 ---------- --------- Total Unrealized Appreciation on Investments (492,591) 284,129 ========== ========= The accompanying notes are an integral part of the financial statements. 4 10 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (Continued) Year Ended December 31, ----------------------- 2000 1999 ---- ---- Increase (decrease) in Plan Equity from Investment Activities $ (208,831) $ 451,427 ---------- ---------- PARTICIPANT WITHDRAWALS (127,477) (22,407) ---------- ---------- LOAN BALANCE ADJUSTMENT (6,401) 6,401 ---------- ---------- INCREASE IN PLAN EQUITY 995,040 1,371,569 PLAN EQUITY AT BEGINNING OF YEAR 3,130,709 1,759,140 ---------- ---------- PLAN EQUITY AT END OF YEAR $4,125,749 $3,130,709 ========== ========== The accompanying notes are an integral part of the financial statements. 5 11 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 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 generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Investment Valuation Investment securities are recorded and valued as follows: United States government obligations at fair value based on the current market yields; temporary investments in short-term investment funds at cost which in the normal course approximates market value; securities representing units of other funds at net asset value; Vivendi Universal ADSs 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 and Canal Plus S.A. completed a series of transactions pursuant to which the three companies combined into Vivendi Universal. Upon the completion of the merger transactions, shareholders of The Seagram Company Ltd. (other than those exercising dissenters' rights), including the Trustee on behalf of the Plan, received, for each common share of The Seagram Company Ltd. held, 0.80 Vivendi Universal ADSs or a combination of 0.80 non-voting exchangeable shares of Vivendi Universal's Canadian subsidiary, Vivendi Universal Exchangeco, and an equal number of voting rights in Vivendi Universal. Security Transactions Security transactions are accounted for on a trade date basis with the average cost basis used for determining the cost of investments sold. Interest income is recorded on an accrual basis. Income on securities purchased under agreements to resell is accounted for at the repurchase rate. Changes in discount on coupons detached from United States Treasury Bonds are reflected as unrealized appreciation. 6 12 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 2. DESCRIPTION OF THE PLAN (Continued) 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 agreements between the Company and the employee representatives, as specified by the Plan. The Plan provides benefits to participants based upon amounts voluntarily contributed to a participant's account by the participant (see Note 4). Under the Plan, a participant is not provided with any fixed benefit. The ultimate benefit to be received by the participant depends on the amounts contributed, the investment results and other adjustments, and the participant's vested interest at termination of employment (see Note 5). With respect to each participant, contributions are allocated among four accounts: pre-tax account, after-tax account , rollover account and company match account (effective January 1, 2000) (the "Accounts"). Such contributions are invested as designated by the participants in one or more of the investment funds referred to in Note 3, 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. 3. INVESTMENT PROGRAM During the years ended December 31, 2000 and 1999, the Plan was comprised of seven investment funds: (i) the Money Market Fund investing in the Dreyfus Cash Management Plus Fund managed by Dreyfus Corporation; (ii) the Stable Income Fund investing in the Dreyfus-Certus Stable Value Fund managed by Dreyfus Trust Company; (iii) the Bond Fund investing in Dreyfus A Bond Plus Fund managed by Dreyfus Corporation; (iv) the S&P 500 Index Fund investing in Dreyfus Institutional S & P 500 Stock Index Fund managed by Dreyfus Corporation; (v) the Disciplined Stock Fund investing in Dreyfus Disciplined Stock Fund managed by Dreyfus Corporation; (vi) the Growth Equity Fund investing in Warburg Pincus Emerging Growth Fund managed by Warburg Pincus Counsellors, Inc.; and (vii) the Seagram Stock Fund investing primarily in The Seagram Company Ltd. common shares prior to December 8, 2000, and, as described below, primarily in Vivendi Universal ADSs beginning December 8, 2000. The investments are administered by the Benefits Committee appointed by the Board of Directors of the Company. 8 13 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 3. INVESTMENT PROGRAM (Continued) On December 8, 2000, The Seagram Company Ltd. (parent of Joseph E. Seagram & Sons, Inc.), Vivendi and Canal Plus S.A. completed a series of transactions pursuant to which the three companies combined into Vivendi Universal. Upon the completion of the merger transactions, shareholders of The Seagram Company Ltd. (other than those exercising dissenters' rights), including the Trustee on behalf of the Plan, received, for each common share of The Seagram Company Ltd. held, 0.80 Vivendi Universal ADSs or a combination of 0.80 non-voting exchangeable shares of Vivendi Universal's Canadian subsidiary, Vivendi Universal Exchangeco, and an equal number of voting rights in Vivendi Universal. 4. CONTRIBUTIONS Eligible employees, as defined, may elect to contribute to their pre-tax accounts on a pre-tax basis ("Pre-Tax Contributions) and/or to their after-tax accounts on an after-tax basis ("After-Tax Contributions") through payroll deductions of 1% to 17% (in the aggregate) of their annual pay, as defined in the Plan, in multiples of 1%, in any combination, 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. Effective January 1, 2000, the Company will match twenty five cents for each dollar of the first 3 % of the participant's elective deferral. Prior to January 1, 2000, the Plan did not provide for matching contributions by the Company. 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"). 5. VESTING A participant in the Plan always has a fully vested interest in the value of his or her contributions and rollover accounts. He or she has a non-forfeitable right to the value of his or her company match account upon the attainment of age 60, disability (as defined in the Plan ) or death. Upon termination of employment for any other reason, a participant vests in the funds held in his or her company match account in accordance with the following vesting schedule: Years of Service Vested Percentage Less than 1 0% At least 1, but less than 2 20% At least 2, but less than 3 40% At least 3, but less than 4 60% At least 4, but less than 5 80% 5 or more 100% 9 14 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 5. VESTING (Continued) 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. 6. DISTRIBUTIONS Upon termination of employment, after attainment of age 60 or for 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 (See Note 5). In accordance with the procedures established by the Administrative Committee and the terms of the Plan, certain terminated employees may elect to defer final distribution from the Plan. Upon such election, the amount in such participants' vested interest in the Plan is entitled to continue to receive investment income and is held by the Trustee until the date of distribution as elected by the participants. Prior to termination of employment, the participant may withdraw amounts from the participant's Accounts in accordance with the provisions of the Plan. 7. LOANS TO PARTICIPANTS A participant may apply for loans up to the lesser of $50,000 or 50% of the value of the 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. 10 15 RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES NOTES TO FINANCIAL STATEMENTS 8. TAX STATUS OF PLAN 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. Participants are not currently subject to income tax on the income earned by the Plan. Benefits distributed to participants or to their beneficiaries maybe taxable to them. The tax treatment of the value of such benefits depends on the event giving rise to the distribution and the method of distribution selected. 9. RELATED PARTY TRANSACTIONS 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. 10. TERMINATION OF THE PLAN The Board of Directors of the Company may terminate the Plan at any time. In the case of termination, the rights of participants to their accounts shall be vested as of the date of termination. 11. 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 ------------------------- ---- ---------- 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 Vivendi Universal ADSs 430,941 453,700 Year Ended December 31, 1999: Dreyfus Cash Management Plus Fund $ 171,799 $ 171,799 Dreyfus-Certus Stable Value Fund Series I 151,712 151,712 Dreyfus A Bond Plus Fund 132,735 125,343 Dreyfus Institutional S&P 500 Stock Index Fund 1,009,833 1,285,380 Dreyfus Disciplined Stock Fund 461,787 557,485 Warburg Pincus Emerging Growth Fund 352,856 447,893 The Seagram Company, Ltd. Common Shares 301,013 319,910 11 16 SUPPLEMENTAL SCHEDULE RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES Line 27d Form 5500 - Schedule of Reportable Transactions Series of Transactions In Excess of Five Percent of the Current Value of the Plan Assets Year ended December 31, 2000 Shares/ Number of Cost of Proceeds Cost of Assets Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss --------- -------------------- ------------ --------- ---------- -------- --------- 104,834.73 Dreyfus Cash Mgmt Plus Institutional Shares* 66 104,834.73 .00 .00 .00 81,337.03 Dreyfus Cash Mgmt. Plus Institutional Shares* 26 .00 81,337.03 81,337.03 .00 25,158.68 Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd Tr Shs * 84 742,949.06 .00 .00 .00 6,045.82 Dreyfus/Laurel Fds Inc S&P 500 Stk Index Fd Tr Shs* 29 .00 179,385.17 151,625.96 27,759.21 5,467.11 Dreyfus/Laurel Disc Stk Fd R* 58 195,247.03 .00 .00 .00 1,202.75 Dreyfus/Laurel Disc Stk Fd R* 21 .00 51,152.40 43,582.16 7,570.24 3,892.00 Seagram Ltd Common* 68 219,822.62 .00 .00 .00 2,487.00 Seagram Ltd Common* 34 .00 142,739.91 111,913.54 30,826.37 9,723.85 Warburg Pincus Emerging Growth Fd 83 338,010.31 .00 .00 .00 1,581.15 Warburg Pincus Emerging Growth Fd 21 .00 77,530.87 69,021.99 8,508.88 * Party-in-interest. 12 17 SUPPLEMENTAL SCHEDULE RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES Line 27d Form 5500 - Schedule of Reportable Transactions Series of Transactions In Excess of Five Percent of the Current Value of the Plan Assets Year ended December 31, 1999 Shares/ Number of Cost of Proceeds Cost of Assets Par Value Security Description Transactions Purchases From Sales Disposed Gain/Loss --------- -------------------- ------------ --------- ---------- -------- --------- 216,200.37 TBC Inc Pooled Employee Funds Daily Liquidity Fd 74 216,200.37 .00 .00 .00 215,738.90 TBC Inc Pooled Employee Funds Daily Liquidity Fd 63 .00 215,738.90 215,738.90 .00 112,834.88 Certus Stable Value Series `I' Fund 58 112,834.88 .00 .00 .00 50,175.92 Certus Stable Value Series `I' Fund 25 .00 50,175.92 50,175.92 .00 * Party-in-interest. 13 18 SUPPLEMENTAL SCHEDULE RETIREMENT SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES OF JOSEPH E. SEAGRAM & SONS, INC. AND AFFILIATES Line 27a Form 5500 - Schedule of Assets Held for Investment Purposes December 31, 2000 Shares/ Par Value Security Description Cost Price Market --------- -------------------- ---- ----- ------ Interest-Bearing Cash Dreyfus Cash Mgmt Plus 206,669.1250 Institutional Shares* 206,669.12 1.0000 206,669.12 Corporate Stock Common 6,946.6000 Vivendi Universal Sponsored 430,940.64 65.3125 453,699.81 ADR - Common* Participant Loans 93,847.9000 Loans to Participants 93,847.90 1.0000 93,847.90 Common Collective Trust 225,835.4140 Certus Stable Value Series "I" Fund 225,835.42 1.0000 225,835.42 461.4700 TBC Inc. Pooled Employee Funds Daily Liquidity Fund 461.47 1.0000 461.47 ------------ ------------ Total Common Collective Trust 226,296.89 226,296.89 ------------ ------------ Registered Investment Companies 13,610.6280 Dreyfus A Bonds Plus, Inc.* 190,028.36 13.8900 189,051.62 61,863.6420 Dreyfus/Laurel Funds Inc.* S&P 500 Stk Index Fd Tr Shares 1,626,506.36 27.5100 1,701,868.79 17,305.3010 Dreyfus/Laurel Stk Fd R* 644,466.43 36.9700 639,776.98 17,126.0170 Warburg Pincus Emerging Growth Fd 735,564.03 35.9000 614,824.01 ------------ ------------ Total Registered Investment Companies 3,196,565.18 3,145,521.40 ------------ ------------ Grand Total 4,154,319.73 4,126,035.12 ============ ============ * Party-in-interest. 14 19 Exhibit 2 CONSENT OF INDEPENDENT ACCOUNTANTS The Seagram Company Ltd. The Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates We hereby consent to the incorporation by reference of our report dated June 15, 2001 which appears in your Annual Report on Form 11-K of The Retirement Savings and Investment Plan for Union Employees of Joseph E. Seagram & Sons, Inc. and Affiliates for the fiscal year ended December 31, 2000. Gutierrez & Co. Flushing, New York June 29, 2001