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)
902984 10 3
(CUSIP Number)
Charles Y. Tanabe, Esq. Pamela S. Seymon, Esq. George E. Bushnell III, Esq.
Senior Vice President and Wachtell, Lipton, Rosen & Katz Vivendi Universal
General Counsel 51 West 52nd Street 800 Third Avenue
Liberty Media Corporation New York, New York 10019 New York, New York 10022
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 27, 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. 13 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. 8 of a Report on Schedule 13D of
Liberty Media Corporation, Amendment No. 23 of a Report on Schedule 13D of
Barry Diller, Amendment No. 13 of a Report on Schedule 13D of Vivendi
Universal Canada Inc. (formerly The Seagram Company Ltd.) and Universal
Studios, Inc., Amendment No. 7 of a Report on Schedule 13D of Vivendi
Universal, S.A., Amendment No. 19 of a Report on Schedule 13D of BDTV INC.,
Amendment No. 17 of a Report on Schedule 13D of BDTV II INC., Amendment No. 14
of a Report on Schedule 13D of BDTV III INC. and Amendment No. 13 of a Report
on Schedule 13D of BDTV IV INC.
1 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
84,891,949 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
84,891,949 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
84,891,949 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
7 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
8 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
9 of 19
CUSIP No._______ 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF None; see Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
223,995,910 shares
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING None; see Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
223,995,910 shares
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,995,910 shares
________________________________________________________________________________
12 CHECK BOX 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)
39.2%. 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 28,280,641 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 68.3% of the voting power of the Company. See
Item 5.
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
10 of 19
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. 13 to the Reporting Group
Schedule 13D, Amendment No. 8 to the Liberty Schedule 13D, Amendment No. 23 to
the Barry Diller Schedule 13D, Amendment No. 13 to the Universal Schedule 13D,
Amendment No. 7 to the Vivendi Schedule 13D, Amendment No. 19 to the BDTV
Schedule 13D, Amendment No. 17 to the BDTV II Schedule 13D, Amendment No. 14
to the BDTV III Schedule 13D and Amendment No. 13 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.
ITEM 2. Identity and Background
Schedule 1 is incorporated herein by reference and amends and restates
Schedule 1 to the Schedule 13D in its 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, 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"), 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 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 (the "Additional Warrants") on the
same terms. Deutsche Bank exercised the option and on February 27, 2003 Vivendi
sold to Deutsche Bank the 4,187,094 Additional Warrants.
Vivendi Universal understands that in connection with the purchase of the
Additional Warrants by Deutsche Bank, certain affiliates of Deutsche Bank
issued and offered pursuant to Rule 144A under the
Securities Act of 1933, as amended, $87,640,000 aggregate principal amount of
Tranche A Floating Rate High Income Premium Exchangeable Notes due 2012 and
$32,500,000 aggregate principal amount of Tranche B
12 of 19
Floating Rate High Income Premium Exchangeable Notes due 2012, in each case,
exchangeable into shares of Common Stock.
As a result of the consummation of the sale of Additional Warrants by
Vivendi Universal to Deutsche Bank described above, the members of the
Reporting Group beneficially own 159,365,914 (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 28,280,641 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 31.5% 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
39.2% 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 68.3% 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.
On February 24, 2003, Mr. Diller elected to defer a portion of his 2002
bonus under the Company's 2000 Bonus Stock Purchase Program ("BSPP"), with the
deferred amount being used to purchase 26,656 shares of Common Stock, which
shares were purchased at a 20% discount to the then current market value of
Common Stock as provided in the BSPP. Because the shares of Common Stock
purchased pursuant to the BSPP are not issued to Mr. Diller until 2004, such
shares are not outstanding or currently beneficially owned by Mr. Diller.
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
Not applicable.
13 of 19
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: March 3, 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
14 of 19
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./*/
15 of 19
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./*/
16 of 19
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.
17 of 19
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.
Name and Business Address Principal Occupation or Citizenship
Employment and Business Address
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
Vivendi Universal S.A.
800 Third Avenue
New York, NY 10022
KEVIN CONWAY Vice President of Universal United States
Vivendi Universal S.A.
800 Third Avenue
New York, NY 10022
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
Vivendi Universal S.A.
800 Third Avenue
New York, NY 10022
SHARON S. GARCIA Secretary of Universal United States
18 of 19
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 Vivendi
Universal S.A., 800 Third Avenue, New York, New York 10022.
Name and Business Address Principal Occupation or Citizenship
Employment and Business Address
ALAN BELL* Partner, Blake, Cassels & Graydon LLP Canada
Blake, Cassels & Graydon LLP
Commerce Court West
199 Bay Street, Suite 2800
Toronto, Ontario M5L 1A9
GEORGE E. BUSHNELL III* Vice President, Vivendi Universal United States
JEAN-FRANCOIS DUBOS* Executive Vice President and General France
Vivendi Universal S.A. Counsel, Vivendi Universal
42, avenue de Freidland
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 Freidland
75380 Paris
Cedex 08, FRANCE
CRAIG THORBURN* Partner, Blake Cassels & Graydon, LLP Canada
Blake, Cassels & Graydon LLP
Commerce Court West
199 Bay Street, Suite 2800
Toronto, Ontario M5L 1A9
FREDERIC CREPIN Vice President, Vivendi Universal France
Vivendi Universal S.A.
42, avenue de Freidland
75380 Paris
Cedex 08, FRANCE
DANIEL J. LOSITO Vice President, Vivendi Universal United States
WILLIAM PODURGIEL Director Foreign Taxes, Vivendi Universal United States
PIERRE-HENRY GALAN Assistant Treasurer, Vivendi Universal France
Vivendi Universal S.A.
42, avenue de Freidland
75380 Paris
Cedex 08, 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
GRAHAM HENDERSON Senior Vice President, Business Affairs and Canada
2450 Victoria Park Avenue e-Commerce of Universal Music Group
Toronto, Ontario M2J4A2
19 of 19
