-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sd89EjhOJkzHAn3u+26P9QJxi9lOeCTd3R8SLZWjkFCjf1baFJWLLldfVMry0fLH 3g2aJNS/956Q40mXBIot0Q== 0000950123-04-014522.txt : 20041207 0000950123-04-014522.hdr.sgml : 20041207 20041207162641 ACCESSION NUMBER: 0000950123-04-014522 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041207 FILED AS OF DATE: 20041207 DATE AS OF CHANGE: 20041207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVENDI UNIVERSAL CENTRAL INDEX KEY: 0001127055 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16301 FILM NUMBER: 041188712 BUSINESS ADDRESS: STREET 1: 42 AVENUEDE FRIEDLAND STREET 2: 75380 PARIS CEDEX CITY: 08 FRANCE STATE: I0 ZIP: 00000 BUSINESS PHONE: 0113317171 6-K 1 y69451e6vk.txt VIVENDI UNIVERSAL SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 December 7, 2004 VIVENDI UNIVERSAL 42, avenue de Friedland 75008 Paris France (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F ----- ----- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X ----- ----- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Contents: Press Releases. This report on Form 6-K shall be incorporated by reference in the Registration Statement on Form F-3 (Registration No. 333-81578) as amended, filed by Vivendi Universal under the Securities Act of 1933, to the extent not superseded by documents or reports subsequently filed by Vivendi Universal under the Securities Act of 1933 or the Securities Exchange Act of 1934. EXHIBIT LIST Exhibit Description 99.1 Press Release. 99.2 Press Release. SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. VIVENDI UNIVERSAL By:/s/George E. Bushnell III ------------------------- Name: George E. Bushnell III Title: Senior Vice President Date: December 7, 2004 EX-99.1 2 y69451exv99w1.txt PRESS RELEASE Exhibit 99.1 [VIVENDI UNIVERSAL LOGO] Press Release Paris, December 7th, 2004 - The Corporate Governance Committee and the Human Resources Committee of Vivendi Universal (Paris Bourse: EX FP; NYSE: V) recommended to the Board of Directors that Chairman Jean-Rene Fourtou modify the current governance structure of the Company and create a Supervisory Board and a Management Board, during a plenary session held today. This proposal was formally discussed by the Board of Directors on December 7, 2004 and will be submitted by a Combined General Meeting of shareholders on April 28, 2005. Subject to approval at the Combined General Meeting, the Supervisory Board would be chaired by Jean-Rene Fourtou and comprised of the Board of Directors' current members. The Management Board would be chaired by Jean-Bernard Levy and include, Abdeslam Ahizoune (Maroc Telecom), Jacques Espinasse (Senior Executive Vice-President and Chief Financial Officer of Vivendi Universal), Frank Esser (SFR-Cegetel Group), Bertrand Meheut (Canal+ Group), Doug Morris (Universal Music Group) and Rene Penisson (Vivendi Universal Games). Jean-Francois Dubos, General Counsel would serve as Secretary to both the Supervisory Board and the Management Board. Robert de Metz, Executive Vice-President in charge of divestments and acquisitions, would lead the new Strategy and Development Department. Important Disclaimer: This press release contains 'forward-looking statements' as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to, the risks that: the proposed changes to Vivendi Universal's corporate governance structure may not be structured exactly as set forth above; the composition of the proposed Boards may not be effected exactly as discussed above; as well as the risks described in the documents Vivendi Universal has filed with the U.S. Securities and Exchange Commission and with the French Autorite des Marches Financiers. Investors and security holders may obtain a free copy of documents filed by Vivendi Universal with the U.S. Securities and Exchange Commission at www.sec.gov or directly from Vivendi Universal. Vivendi Universal does not undertake, nor has any obligation, to provide, update or revise any forward-looking statements. Media Investor Relations Paris Paris Antoine Lefort Daniel Scolan +33 (0) 1 71 71 11 80 +33 (0) 1 71 71 32 91 Agnes Vetillart Laurence Daniel +33 (0) 1 71 71 30 82 +33 (0) 1 71 71 12 33 Alain Delrieu +33 (0) 1 71 71 10 86 New York New York Flavie Lemarchand-Wood Eileen McLaughlin +(212) 572 1118 +(1) 212.572.8961 EX-99.2 3 y69451exv99w2.txt PRESS RELEASE Exhibit 99.2 [VIVENDI UNIVERSAL LOGO] Press Release Paris, December 7th, 2004 - Vivendi Universal (Paris Bourse: EX FP; NYSE: V) today received notification of the decision of the Disciplinary Commission of the Autorite des Marches Financiers (AMF) in connection with the disciplinary procedure initiated by the Commission des Operations de Bourse (COB) on September 12, 2003 and continued by the AMF. The Disciplinary Commission dismissed the complaints brought forth by the COB concerning the consolidation methods used for Cegetel and Maroc Telecom, and acknowledged that the method used in the consolidation of these two companies was appropriate. Vivendi Universal disputes the Disciplinary Commission's decision to uphold the complaint challenging the use of the equity method solely in 2001 rather than full consolidation for Elektrim Telekomunikacja Sp. z o.o., given that at the time Vivendi Universal did not, and still does not, exercise either exclusive or joint control over this company. Vivendi Universal would emphasize that it has attempted to divest this investment several times over the past three years. These attempts have always been blocked by Elektrim S.A., which of itself demonstrates that Vivendi Universal does not exercise control over this holding company whose ownership of PTC shares has been the subject of international arbitration procedures since 1999. Using the proportional consolidation method, as suggested by the Disciplinary Commission, would have increased the Vivendi Universal's net debt as of December 31, 2001 by approximately 400 million euros of a total of 37 billion euros, an increase of about one percent. The Company also regrets that its submissions concerning its general financial disclosures were not heard, though its annual reports were reviewed by the COB each year. Vivendi Universal is conducting a careful assessment of this decision and its options with legal counsel. Important Disclaimer: - --------------------- This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside our control, including but not limited to, the risks described in the documents Vivendi Universal has filed with the U.S. Securities and Exchange Commission and the French Autorite des Marches Financiers. Investors and security holders may obtain a free copy of documents filed by Vivendi Universal with the U.S. Securities and Exchange Commission at www.sec.gov or directly from Vivendi Universal. Vivendi Universal does not undertake, nor has any obligation, to provide, update or revise any forward-looking statements. Media Investor Relations Paris Paris Antoine Lefort Daniel Scolan +33 (0) 1 71 71 11 80 +33 (0) 1 71 71 32 91 Agnes Vetillart Laurence Daniel +33 (0) 1 71 71 30 82 +33 (0) 1 71 71 12 33 Alain Delrieu +33 (0) 1 71 71 10 86 New York New York Flavie Lemarchand-Wood Eileen McLaughlin +(212) 572 1118 +(1) 212.572.8961 -----END PRIVACY-ENHANCED MESSAGE-----