SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
COMMISSION FILE NUMBER
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
375 Park Avenue
New York, New York 10152
(Full title of the plan and the address of the plan)
Vivendi Universal
42, avenue de Friedland
75380 Paris Cedex 08, France
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office)
REQUIRED INFORMATION
1. Not Applicable.
2. Not Applicable.
3. Not Applicable.
4. The Seagram 401(k) Plan - Spencer Employees (the "Plan") is subject to the
requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Attached hereto are the financial statements of the Plan
for the fiscal year ended December 31, 2001 prepared in accordance with the
financial reporting requirements of ERISA.
EXHIBITS
1. Financial statements of the Plan for the fiscal year ended December 31,
2001 prepared in accordance with the financial reporting requirements of
ERISA.
2. Consent of McGladrey & Pullen, LLP, independent accountants.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on their behalf by the undersigned
hereunto duly authorized.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
By /s/ Ann M. Giambusso
----------------------------------
Ann M. Giambusso
Vice President - Human Resources,
Vivendi Universal
Date: July 12, 2002
Exhibit 1
THE SEAGRAM 401(k) PLAN -
SPENCER EMPLOYEES
FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
CONTENTS
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INDEPENDENT AUDITOR'S REPORT 1
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Statement of net assets available for benefits 2
Statement of changes in net assets available for benefits 3
Notes to financial statements 4-11
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of
The Seagram 401(k) Plan - Spencer Employees
We have audited the accompanying statement of net assets available for
benefits of The Seagram 401(k) Plan - Spencer Employees as of December 31,
2001, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits. The statement of
net assets available for benefits of The Seagram 401(k) Plan - Spencer
Employees as of December 31, 2000 was audited by other auditors whose report,
dated June 15, 2001, expressed an unqualified opinion on that statement.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Seagram
401(k) Plan - Spencer Employees as of December 31, 2001 and the changes in net
assets available for benefits for the year ended December 31, 2001 in
conformity with accounting principles generally accepted in the United States
of America.
/s/ McGladrey & Pullen, LLP
----------------------------
McGladrey & Pullen, LLP
New York, New York
July 9, 2002
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
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2001 2000
------------------------------------
Net assets held in trust by Bank of New York (Note 10) $ 13,498,510 $ 13,067,592
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Liabilities -
------------------------------------
Net assets available for benefits $ 13,498,510 $ 13,067,592
====================================
See Notes to the Financial Statements.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
STATEMENT OF CHANGES NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2001
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Additions:
Additions to net assets attributed to:
Contributions
Employees $ 1,080,157
Employer 407,542
-----------
1,487,699
-----------
Investment income:
Net (depreciation) in fair value of investments (1,063,591)
Dividends and interest 446,806
-----------
(616,785)
-----------
Total additions 870,914
Deductions:
Deductions from net assets attributed to:
Participant withdrawals (439,996)
-----------
Net increase 430,918
Net assets available for benefits:
Beginning of year 13,067,592
-----------
End of year $13,498,510
===========
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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NOTE 1. SUMMARY OF SIGNIFICANT POLICIES
The accounting policies followed in the preparation of the financial
statements of The Seagram 401(k) Plan - Spencer Employees (the "Plan") conform
with accounting principles generally accepted in the United States of America.
The more significant accounting policies are:
Basis of Accounting: The accompanying financial statements of the Plan are
maintained on the accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the plan administrator to make estimates and assumptions that affect
the reported amounts of assets and liabilities and changes therein, and
disclosure of contingent assets and liabilities. Accordingly, actual results
may differ from those estimates.
Investment Valuation: The assets are held in trust by Bank of New York
(Trustees) in the Joseph E. Seagram & Sons, Inc. Master Trust Agreement
(Master Trust) which also includes assets of the 401(k) plans of the Company's
affiliates, Universal Studios, Inc. and UMG Manufacturing and Logistics, Inc.
Effective July 1, 1999, the assets of the PolyGram Holding, Inc. Deferred
Savings and Investment Plan for Employees were added to the Master Trust. The
related investment income and appreciation in fair value represents
allocations to the Plan based upon the ratio of the Plan's assets to total
Master Trust Assets.
On December 8, 2000, The Seagram Company, Ltd. (parent of Joseph E. Seagram &
Sons, Inc.) Vivendi S.A. and Canal Plus S.A. completed a series of
transactions pursuant to which the three companies combined into Vivendi
Universal S.A. Upon the completion of the merger transactions, shareholders of
The Seagram Company Ltd. (other than those exercising 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 ADS or a combination
of 0.80 non-voting exchangeable shares of Vivendi Universal's Canadian
subsidiary, Vivendi Universal Exchangeco, and an equal number of voting rights
in Vivendi Universal.
Investment securities are recorded and valued as follows: United States
government obligations are recorded at fair value based on the current market
yields; temporary investments in short-term investment funds are recorded at
cost which in the normal course approximates market value; securities
representing units of other funds are recorded at net assets value; the common
shares are recorded at the closing price reported on the composite tape of the
New York Stock Exchange on the valuation date.
Purchase and sales of securities are accounted for on a trade 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.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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NOTE 2. DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan originally established as the Spencer
Gifts, Inc. Employee Savings Plan ("Spencer Plan") and is subject to the
applicable provisions of the Employee retirement Income Security Act of 1974,
as amended (ERISA").
Effective October 15, 2001, the Plan sponsorship was assigned to Vivendi
Universal U.S. Holding Co ("VU").
Effective January 1, 1997, the Plan was amended and continued in the form of
the Retirement Savings and Investment Plan for Employees of Joseph E. Seagram
& Sons, Inc. and Affiliates (the "Seagram Plan"). The name of the Plan was
changed to the Retirement Savings and Investment Plan for Employees of Joseph
E. Seagram & Sons, Inc. and Affiliates - Spencer Employees. Effective January
1, 1999, the name of the Retirement Savings and Investment Plan for Employees
of Joseph E. Seagram & Sons, Inc. and Affiliates - Spencer Employees was
changed to the Seagram 401(k) Plan - Spencer Employees. To simplify plan
administration, the Plan was amended in the form of the Seagram Plan,
including certain modifications to the terms, to accommodate the benefits
provisions solely applicable to eligible employees of Spencer Gifts, Inc.
("Spencer"). Notwithstanding the adoption of the form of the Seagram plan, the
Plan has continued its existence as a separate plan. Plan assets are solely
available for the benefit and used to satisfy the liabilities incurred on
behalf of employees of the Plan.
The Plan covers certain employees of Spencer who have completed one year of
service and who are either (i) salaried employees or (ii) hourly employed in a
classification designated by Spencer, excluding employees classified as Highly
Compensated employees, as defined by the Plan.
The Plan provides benefits to participants based upon amounts voluntarily
contributed to a participants' accounts by the participants and amounts
contributed under certain circumstances, by the Participating Companies (See
Note 3). Under the Plan, a participant is not provided with any fixed benefit.
The ultimate benefit to be received by the participant depends on the amounts
contributed, the investment results and other adjustments, and the
participant's vested interest at termination of employment (See Note 4).
With respect to each participant, contributions are allocated among four
accounts specified in the Plan: pre-tax account, company match account,
after-tax account and rollover account (the "Accounts"). Such contributions
are invested as designated by the participants in one or more of the
investment funds referred to in Note 3, and are accumulated and invested in
the Master Trust. Plan assets are solely available for the benefit of and for
the liabilities incurred on behalf of employees covered by the Plan. The Plan
is administered by the Joseph E. Seagram & Sons, Inc. (the "Company") through
an Administrative Committee appointed by the Board of Directors of the
Company. Effective October 15, 2001, administration of the Plan was assigned
to VU. VU administers the Plan through an Administrative Committee appointed
by the Board of Directors of VU.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 3. CONTRIBUTIONS
Non-highly compensated employees, as defined by the Plan, may elect to
contribute to their pre-tax accounts on a pre-tax basis ("pre-tax
contributions") and/or to their after-tax accounts on an after-tax basis
("after-tax contributions") through payroll deductions of 1% to 17% (in the
aggregate) of their annual salary (as defined in the Plan), in multiples of
1%, in any combination. Effective January 1, 1999, highly compensated
employees, as defined by the Plan may contribute up to 17% in the aggregate to
their pre-tax and after-tax accounts with a limit of 10% of their pre-tax
account. Pre-tax contributions and after-tax contributions are subject to
limitations imposed by federal laws for qualified retirement plans.
The Plan provides for matching contributions by the Participating Companies
payable to the participants' company match accounts. The Participating
Companies matching contribution was increased to 60% of the first 6% of the
Participants' pre-tax and after-tax contributions made during each payroll
period. The Participating Companies contributions are subject to limitations
imposed by federal laws for qualified retirement plans.
Participants may elect to have their contributions and matching contributions
invested in a variety of investment funds. Investment elections or
contribution rate changes can be changed on any business day and must be made
in increments of 1%.
The Plan will accept into participants' rollover Accounts cash received by
participants from a qualified plan within the time prescribed by applicable
law ("Rollover Contributions").
The Participating Companies may take discretionary contributions in an amount
to be determined by the Participating Companies. The Participating Companies
have not made discretionary contributions since the inception of the Plan.
NOTE 4. VESTING
A participant in the Plan always has a fully vested interest in the value of
his or her contributions and rollover accounts. He or she has a
non-forfeitable right to the value of his or her company match account upon
the attainment of age 60, disability (as defined in the Plan) or death. Upon
termination of employment for any other reason, a participant vests in the
funds held in his or her company match account in accordance with the
following vesting schedule:
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%
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 4. 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 account 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 the accordance with the terms of the
Plan. The Participating Companies used $6,847 in forfeitures to offset their
contributions during the year ended December 31, 2001.
NOTE 5. DISTRIBUTIONS
Upon termination of employment, after the attainment of age 60 or for reason
of disability or death, the participant or his or her beneficiary shall
receive the value of his or her Accounts. However, if the termination of
employment is for reasons other than the attainment of age 60, disability or
death, the participant shall receive only the value of the vested funds in his
or her Accounts (See Note 4). Benefits are recorded when paid.
In accordance with the procedures established by the Administrative Committee
and the terms of the Plan, certain terminated employees may elect to defer
final distribution from the Plan. Upon such election, the amount in such
participants' vested interest in the Plan is entitled to continue to receive
investment income and is held by the Trustee until the date of distribution as
elected by the participants.
Prior to termination of employment, the participant may withdraw amounts from
the participant's accounts in accordance with the provisions of the Plan.
NOTE 6. LOANS TO PARTICIPANTS
A participant may apply for loans up to the lesser of $50,000 or 50% of the
value of the vested portion of the participant's Accounts. The minimum loan
amount is $1,000. The maximum repayment terms are 5 years for general purpose
loans and 25 years for principal residence loans, except that primary
residence loans requested after December 31, 1999 will have a maximum
repayment term of fifteen years. Applications for loans must be approved by
the Administrative Committee. The amounts borrowed are transferred from the
investment funds in which the participant's Accounts are currently invested.
Repayment and interest thereon are credited to the participant's current
investment funds through payroll deductions made each pay period. The interest
rate for loans is based on the prime rate on the first business day of the
month in which the loan is made plus one percentage point.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
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NOTE 7. TAX STATUS OF PLAN
The Internal revenue Service has ruled by a letter dated April 20, 2000 that
the Plan is qualified under Section 401(a) of the Internal Revenue Service
Code, as amended. So long as the Plan continues to be so qualified, it is not
subject to Federal income taxes.
Participants are not currently subject to income tax on the Participating
Companies' contributions to the Plan or on income earned by the Plan. Benefits
distributed to participants or to their beneficiaries may be taxable to them.
The tax treatment of the value of such benefits depends on the event giving
rise to the distribution and the method of distribution selected.
NOTE 8. RELATED PARTY TRANSACTIONS
Some of the Plan expenses including trustee, custodial, and certain
recordkeeping fees, are paid by the Company, and personnel and facilities of
the Company are used by the Plan at no charge.
NOTE 9. TERMINATION OF THE PLAN
Although it has not expressed an intent to do so, The Board of Directors of VU
has the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the case of
termination, the rights of participants to their accounts shall be vested as
of the date of termination.
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 10. ASSETS HELD IN TRUST
The assets of the Plan are invested in the Master Trust held by the Trustee
where the assets of other related employee benefit plans of affiliates are
invested on a commingled basis. The Master Trust net assets consist of the
following classification of assets and liabilities as of December 31, 2001 and
2000.
2001 2000
-------------------------------------------
Assets
-----
Investments held in trust at fair valued determined by
quoted market prices:
Money market fund
State street yield enhanced STIF fund $ - $ 50,734,702
Stable income fund
Vanguard retirement savings trust 121,870,473 -
The LaSalle income plus fund - 55,772,944
Bond fund
PIMCO total return fund, class A shares 116,050,435 98,703,855
S&P 500 index fund
State street S&P 500 flagship fund series C
Vanguard employee benefit fund 168,991,669 205,414,392
Managed equity fund
Vanguard value index fund 45,758,762 51,700,709
Growth equity fund
Vanguard institutional index fund 20,321,155 24,538,463
Vivendi stock fund
Vivendi Universal ADSs 34,029,544 48,004,886
Collective short term investment fund 553,319 1,325,251
The Coca-Cola company stock fund
The Coca-Cola company common stock 1,561,089 2,453,770
Collective short term investment fund 108,353 67,777
Dreyfus small company value fund
Berger small company value fund 46,493,358 -
Dreyfus small company value fund - 24,883,209
MSDW international equity fund
MSDW international equity fund 19,032,529 22,109,100
Dresdner global technology fund
Dresdner RCM global technology fund 10,590,173 20,418,043
Loans to participants 8,457,476 9,280,310
--------------------------------
Total investments $593,818,335 $615,407,411
--------------------------------
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
Note 10. Assets Held in Trust (continued)
2001 2000
------------------------------------
Receivables
Accrued interest and dividends $ 1,586,871 $ 6,347,086
Capital gain distribution receivable 12,247,990 -
Contributions receivable 5,554 88,182
Proceeds from securities sold 157,749,273 371,263
----------------------------------
Total receivables 171,589,688 6,806,531
----------------------------------
Total assets 765,408,023 622,213,942
----------------------------------
Liabilities
-----------
Accounts payable for securities purchased 170,257,735 6,337,958
Administrative expenses 15,438 26,171
Other payables 300,241 -
Benefit payments 50,749 -
----------------------------------
Total liabilities 170,624,163 6,364,129
----------------------------------
Net assets $594,783,860 $615,849,813
==================================
As of December 31, 2001 and 2000, the equitable share of the Plan in the
Master Trust is 2.27% and 2.12% respectively.
As of December 31, 2001 and 2000, the net assets of the Master Trust available
to the Plan for benefits in the individual investment funds were as follows:
2001 2000
---------------------------------------
Money market fund $ - $ 1,895,482
Stable income fund 3,873,657 881,622
Bond fund 1,826,117 1,080,289
S&P 500 index fund 4,731,687 5,472,274
Managed equity fund 560,812 752,429
Growth equity fund 214,550 260,909
Vivendi Universal ADSs 724,622 1,271,738
Berger small company value fund 752,073 -
Dreyfus small company value fund - 402,032
MSDW international equity fund 207,537 263,802
Global technology fund 211,987 465,778
Loans to participants 395,470 321,237
---------------------------------------
Total $ 13,498,510 $ 13,067,592
=======================================
THE SEAGRAM 401(k) PLAN - SPENCER EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
NOTE 11. INVESTMENT INCOME FROM MASTER TRUST
The appreciation in fair value and other income is as follows: Investments
held in trust at fair value determined by quoted market prices:
2001
----------------------
Bond fund $ 15,611
S&P 500 index fund (673,640)
Managed equity fund (123,788)
Growth equity fund (26,369)
Seagram stock fund -
Vivendi Universal ADSs (131,135)
Berger small company value fund 173,777
Dreyfus small company value fund -
Dresdner global technology fund (266,062)
MSDW international equity fund (31,985)
-----------
Investment losses (net of investment gains) (1,063,591)
Interest and dividends 446,806
-----------
Investment (loss) $ (616,785)
===========