-------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934**
---------------------------
BRITISH SKY BROADCASTING GROUP plc
(Name of Issuer)
---------------------------
Ordinary Shares, Nominal Value 50p Per Share
(Title of Class of Securities)
---------------------------
G15632105
(CUSIP Number)
---------------------------
Vivendi Universal S.A.
42, avenue de Friedland
75380 Paris, Cedex 08, France
Telephone: 33 (1) 71 71 10 00
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
Copy to:
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
------------------------------------
October 8, 2001
(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* Note: This statement constitutes Amendment No. 1 of the Report on Schedule
13D of the reporting group consisting of Vivendi Universal S.A., BSB Holdings
Limited (removed pursuant to this Amendment), Friedland Finance (Number One)
Limited (added pursuant to this amendment) and Friedland Finance (Number Two)
Limited (added pursuant to this amendment). This statement also constitutes
the initial filing of a report on Schedule 13D of Friedland Finance (Number
One) Limited and the initial filing of a report on Schedule 13D of Friedland
Finance (Number Two) Limited.
** The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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).
(Continued on following pages)
CUSIP No. G15632105
(1) NAME OF REPORTING PERSON
Vivendi Universal S.A.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
WC, OO
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) ( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 415,481,686*
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
415,481,686*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
415,481,686*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0%
(14) TYPE OF REPORTING PERSON
CO
*Includes 400,596,798 shares as to which Vivendi Universal S.A. disclaims voting
power, dispositive power and beneficial ownership solely as defined in Section
240.13d-3 and for purposes of Section 13(d) of the Securities Exchange Act of
1934; See Item 5.
2
CUSIP No. G15632105
(1) NAME OF REPORTING PERSON
BSB Holdings Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(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 Kingdom
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH None
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
None
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
(See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14) TYPE OF REPORTING PERSON
CO
3
CUSIP No. G15632105
(1) NAME OF REPORTING PERSON
Friedland Finance (Number One) Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(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 Kingdom
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 196,989,203*
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
196,989,203*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
196,989,203*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
(14) TYPE OF REPORTING PERSON
CO
*Friedland Finance (Number One) Limited disclaims voting power and dispositive
power with respect to, and beneficial ownership of, all 196,989,203 shares
solely as defined in Section 240.13d-3 and for purposes of Section 13(d) of the
Securities Exchange Act of 1934; See Item 5.
4
CUSIP No. G15632105
(1) NAME OF REPORTING PERSON
Friedland Finance (Number Two) Limited
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Not Applicable (foreign entity)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (x)
(b) ( )
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
OO
(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 Kingdom
NUMBER OF (7) SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY (8) SHARED VOTING POWER
EACH 203,607,595*
REPORTING
PERSON (9) SOLE DISPOSITIVE POWER
WITH None
(10) SHARED DISPOSITIVE POWER
203,607,595*
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,607,595*
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( ) (See Instructions)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8%
(14) TYPE OF REPORTING PERSON
CO
*Friedland Finance (Number Two) Limited disclaims voting power and dispositive
power with respect to, and beneficial ownership of, all 203,607,595 shares
solely as defined in Section 240.13d-3 and for purposes of Section 13(d) of the
Securities Exchange Act of 1934; See Item 5.
5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Statement of
Vivendi Universal S.A.
BSB Holdings Limited
Friedland Finance (Number One) Limited
and
Friedland Finance (Number Two) Limited
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
BRITISH SKY BROADCASTING GROUP plc
This Report on Schedule 13D relates to the ordinary shares, nominal value
50p per share (the "Issuer Ordinary Shares"), of British Sky Broadcasting Group
plc, an English public limited company (the "Issuer"). The Report on Schedule
13D originally filed with the Commission by the reporting group (the "Reporting
Group") consisting of Vivendi Universal S.A., a societe anonyme organized under
the laws of the Republic of France ("Vivendi") and BSB Holdings Limited, an
English limited company ("BSBH") on April 25, 2001 (the "Reporting Group
Schedule 13D"), is hereby amended and supplemented to include the information
set forth herein. This Report on Schedule 13D constitutes Amendment No. 1 to the
Reporting Group 13D, the original filing of a Report on Schedule 13D of
Friedland Finance (Number One) Limited, an English limited company ("Friedland
One") (the "Friedland One 13D"), and the original filing of a Report on Schedule
13D of Friedland Finance (Number Two) Limited, an English limited company
("Friedland Two") (the "Friedland Two 13D"). The Reporting Group 13D, the
Friedland One 13D and the Friedland Two 13D 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.
The Reporting Group and BSBH hereby amend the Schedule 13D to reflect the
fact that as of October 6, 2001, BSBH has ceased to be a beneficial owner of any
securities of British Sky Broadcasting Group plc and is no longer a member of
the Reporting Group.
ITEM 2. IDENTITY AND BACKGROUND
The information contained in Item 2 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
(a) The names of the persons filing this statement are Vivendi Universal
S.A., BSB Holdings Limited, Friedland Finance (Number One) Limited and Friedland
Finance (Number Two) Limited. Vivendi, Friedland One and Friedland Two are
collectively referred to as the "Vivendi Group".
(b) The address of the principal office and principal business of Friedland
One is 15 Appold Street, London, England, EC2A 2HB. The address of the principal
office and principal business of Friedland Two is 15 Appold Street, London,
England, EC2A 2HB.
(c) Friedland One and Friedland Two are direct subsidiaries of Vivendi,
formed for the sole purpose of holding shares of the Issuer and consummating the
other transactions described in Item 5 of this Schedule 13D. All the ordinary
shares of each of Friedland One and Friedland Two are held by Vivendi. Each of
Friedland One and Friedland Two have one outstanding Class A share, which in
each case is held by Deutsche Bank AG London ("Deutsche Bank"). Set forth in
Schedule A hereto, which is incorporated herein by reference, is the name,
business address, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, and citizenship of each of Friedland One's
directors and executive officers and each of the directors and executive
officers of Friedland Two, in each case as of the date hereof.
(d) During the past five years, no member of the Vivendi Group nor, to the
Vivendi Group's knowledge, any person named in Schedule A hereto, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, no member of the Vivendi Group nor, to the
Vivendi Group's knowledge, any person named in Schedule A hereto, was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
6
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The information contained in Item 5 of the Schedule 13D is hereby
incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Item 5 of the Schedule 13D is hereby
incorporated by reference herein.
The information contained in Item 4 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
Vivendi, BSBH, Friedland One and Friedland Two entered into the
transactions described in Item 5 (the "Transactions") for the purpose of
complying with the terms of the EC Approval. The EC Approval expressly
contemplated that the Vivendi Group may divest itself of its interest in the
Issuer by issuing bonds exchangeable into the Issuer Ordinary Shares. Thus the
Transactions were designed to comply with the terms of the EC Approval and
Vivendi believes that they do comply with such terms. The European Commission is
currently reviewing the Transactions in order to determine such compliance. In
addition, the structure of the Transactions permits the Transactions to be
qualified under US GAAP as a "true sale" enabling Vivendi to deconsolidate from
its balance sheet the Issuer Ordinary Shares and the debt represented by the
Exchangeable Bonds.
As a result of the Transactions Vivendi has irrevocably lost its right,
under the by-laws of the Issuer, to appoint one representative on the Issuer's
board of directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information contained in Item 5 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
On October 6, 2001, Vivendi sold all of its Issuer Ordinary Shares (other
than 14,884,888 Issuer Ordinary Shares underlying the exchangeable bonds
originally issued by Pathe) to Friedland One at market value and BSBH sold all
of its Issuer Ordinary Shares to Friedland Two at market value. The ordinary
shares of each of Friedland One and Friedland Two are directly and entirely held
by Vivendi. Each of Friedland One and Friedland Two have one issued and
outstanding Class A share which is held by Deutsche Bank. With respect to each
of Friedland One and Friedland Two, the Class A share gives Deutsche Bank the
right to block major corporate actions such as the issuance of any additional
shares, amendment of the articles, creation of indebtedness or variation of the
rights attaching to the Class A shares. With respect to each of Friedland One
and Friedland Two, the Class A share cannot be transferred separately from the
Exchangeable Bond described below issued by Friedland One or Friedland Two, as
applicable.
The by-laws of each of Friedland One and Friedland Two prohibit it (and
thereby Vivendi) from (i) exercising any of the voting rights attached to the
Issuer Ordinary Shares, (ii) designating a proxy to vote such shares, (iii)
making any shareholder decision in connection with any corporate action taken by
the Issuer (including, without limitation, taking up any rights arising from a
rights issue, accepting an own share purchase of Issuer Ordinary Shares by the
Issuer or accepting any takeover offer unless there have already been at least
50% acceptances in which event the offer must be accepted) and (iv) selling the
Issuer Ordinary Shares to Vivendi or any member of its group. These limitations
are designed to comply with the agreements undertaken by Vivendi in connection
with the EC Approval and also allow each of Friedland One and Friedland Two to
be treated under US GAAP as Qualified Special Purpose Entities in which the
parent shareholder is totally passive without any control or influence
whatsoever on the shares held by such structures, in this case, the Issuer
Ordinary Shares. Vivendi has agreed to undertake vis-a-vis the European
Commission (i) not to transfer its shares of Friedland One and Friedland Two and
(ii) not to amend the by-laws of Friedland One and Friedland Two without, in
each case, the European Commission's prior approval.
To finance their acquisition of Issuer Ordinary Shares from Vivendi and
BSBH, each of Friedland One and Friedland Two issued an exchangeable bond (each,
an "Exchangeable Bond"), exchangeable, subject to certain conditions, for Issuer
Ordinary Shares, to Deutsche Bank for aggregate proceeds of L2,519,753,859.
The purchase price of each Exchangeable Bond was determined by the reference
market value of the Issuer Ordinary Shares held by Friedland One, or Friedland
Two, as applicable at that time.
Each Exchangeable Bond entitles its holder to require redemption of the
Exchangeable Bond at any time on or after the issue date until the date of
maturity of the Exchangeable Bond, October 8, 2005, either by delivery of the
Issuer Ordinary Shares held by Friedland One or Friedland Two, as applicable, or
by payment in cash of an amount equal to the market value of such Issuer
Ordinary Shares upon redemption of the Exchangeable Bond. Deutsche Bank has
agreed not to exercise its rights to redemption prior to July 1, 2003, so long
as no event of default has occurred under the Exchangeable Bonds and it does not
violate applicable law for Deutsche Bank to continue to hold the Exchangeable
Bonds. If the holder of the Exchangeable Bond elects redemption by delivery of
the Issuer Ordinary Shares, such Issuer Ordinary Shares will be transferred to
the holder without any restriction on subsequent dealings in the Issuer Ordinary
Shares either by Vivendi or by the European Commission. Vivendi has agreed to
7
undertake vis-a-vis the European Commission that the repurchase of the Issuer
Ordinary Shares or the Exchangeable Bonds by Vivendi or any member of its
consolidated group shall be expressly prohibited.
Each of Friedland One and Friedland Two have entered into an irrevocable
sale mandate (the "Mandate") with Morgan Grenfell & Co. Ltd, an affiliate of
Deutsche Bank ("Morgan Grenfell"), for any Issuer Ordinary Shares they hold
following redemption of the Exchangeable Bonds in the event that the holder of
the Exchangeable Bond elects to receive the redemption proceeds thereof in cash.
Under the terms of the Mandate, the Issuer Ordinary Shares will be sold by
Morgan Grenfell at its discretion and with no minimum price, with the only
conditions being that (i) all sales must be completed within a period between
one and five months following redemption and (ii) no sale or sales by Morgan
Grenfell for the account of Friedland One and Friedland Two to an identified
purchaser (or to affiliates or persons acting in concert therewith) of Issuer
Ordinary Shares representing in the aggregate more than one per cent of the
Issuer's share capital shall take place without the European Commission's prior
approval.
Deutsche Bank may transfer the Exchangeable Bonds, however any transfer of
the Exchangeable Bonds is subject to the joint approval of the European
Commission and of Vivendi and Vivendi is to undertake vis-a-vis the European
Commission that its approval will not be given without the European Commission's
prior approval. The Mandate described above will be effective irrespective of
the holder of the Exchangeable Bonds upon redemption.
Vivendi and Deutsche Bank have also entered into a Total Return Swap (the
"TRS") pursuant to which the Vivendi Group will retain all of the economic
risk (upside as well as downside) attached to the Issuer Ordinary Shares until
the Exchangeable Bonds are redeemed and, if applicable, the Issuer Ordinary
Shares are sold pursuant to the Mandate. Each quarter, the notional amount of
the TRS is updated either upwards or downwards and the relevant payment made
(either by Vivendi or by Deutsche Bank) depending upon the market value of the
Issuer Ordinary Shares compared with the latest quarterly update. Upon the
termination of the TRS, a payment shall be made either by Vivendi or by
Deutsche Bank of an amount equal to the difference (whether positive or
negative) between the value of the Issuer Ordinary Shares upon the last
quarterly update and the proceeds received by Deutsche Bank upon the disposal
of the Issuer Ordinary Shares.
The substantive effect of the transactions described in this Item 5 is
that the Vivendi Group has irrevocably implemented arrangements whereby the
entirety of the Issuer Ordinary Shares held by it will be divested in due
course but it does not know when the divestiture will take effect nor for what
consideration; however at the latest, the divestiture will be completed by
March 8, 2006, which is the latest possible expiration of the Mandate,
assuming that the Exchangeable Bonds are not exchanged prior to maturity. In
particular, the Vivendi Group has lost all rights to decide when the final
divestiture will take place, the means by which Morgan Grenfell shall complete
the divestiture and the identity of the persons to whom Morgan Grenfell shall
sell the Issuer Ordinary Shares.
As a result of the Transactions, the Vivendi Group (i) has renounced the
right to vote the Issuer Ordinary Shares held by Friedland One and Friedland
Two; (ii) has irrevocably lost its right to appoint one representative on the
Issuer's board of directors; (iii) is prohibited from disposing directly or
indirectly (via the disposal of the shares of Friedland One or Friedland Two)
of the Issuer Ordinary Shares underlying the Exchangeable Bonds; (iv) has no
right over the decisions made by Deutsche Bank regarding (a) timing for
reimbursement of the Exchangeable Bonds, (b) the choice between Issuer
Ordinary Shares and cash nor, assuming Deutsche Bank exercises its exchange
right for Issuer Ordinary Shares, (c) what Deutsche Bank will ultimately do
with the Issuer Ordinary Shares; (v) is prohibited from acquiring the
Exchangeable Bonds or from reacquiring the Issuer Ordinary Shares; (vi) has
ensured, pursuant to the Mandate, that in the event Deutsche Bank elects to
receive cash upon redemption of the Exchangeable Bonds, the Issuer Ordinary
Shares will be sold by Morgan Grenfell within five months at no minimum price.
Accordingly, each member of the Reporting Group individually, and the
Reporting Group as a whole, (i) disclaims beneficial ownership of the Issuer
Ordinary Shares solely as defined in Section 240.13d-3 and for purposes of
Section 13(d) of the Securities Exchange Act of 1934, without prejudice to any
other construction of the term "beneficial ownership" for any other purpose
and (ii) disclaims the formation of any group with Deutsche Bank or Morgan
Grenfell.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The information set forth in Item 5 of the Schedule 13D is hereby
incorporated by reference herein.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
The information contained in Item 7 of the Schedule 13D is hereby amended
and supplemented by adding the following information:
The following documents are filed as exhibits to this statement:
3. Articles of Association of Friedland Finance (Number One) Limited.
4. Articles of Association of Friedland Finance (Number Two) Limited.
5. Subscription Agreement dated October 8, 2001, among Friedland Finance
(Number One) Limited and Deutsche Bank AG London.
6. Subscription Agreement dated October 8, 2001, among Friedland Finance
(Number Two) Limited and Deutsche Bank AG London.
8
7. Exchangeable Note dated October 8, 2001, by Friedland Finance (Number
One) Limited in favor of Deutsche Bank AG London.
8. Exchangeable Note dated October 8, 2001, by Friedland Finance (Number
Two) Limited in favor of Deutsche Bank AG London.
9. Irrevocable Sale Mandate in Respect of BSKYB Shares dated October 8,
2001, by Friedland Finance (Number One) Limited to Morgan Grenfell & Co.
Limited.
10. Irrevocable Sale Mandate in Respect of BKSYB Shares dated October 8,
2001, by Friedland Finance (Number Two) Limited to Morgan Grenfell.
11. Letter Agreement dated October 8, 2001, between Deutsche Bank AG
London and Vivendi Universal S.A.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Vivendi Universal S.A.,
by /s/ Dominique Gibert
---------------------------
Name: Dominique Gibert
Title: Deputy Chief Financial
Officer
BSB Holdings Limited,
by /s/ Stephen Dunkling
---------------------------
Name: Stephen Dunkling
Title: Director
Friedland Finance (Number One) Ltd,
by /s/ Richard Constant
---------------------------
Name: Richard Constant
Title: Director
Friedland Finance (Number Two) Ltd,
by /s/ Richard Constant
---------------------------
Name: Richard Constant
Title: Director
Dated: October 25, 2001
9
EXHIBIT INDEX
Exhibit
Number Exhibit Name
1. Trust Deed between Pathe and Chase Manhattan Trustees Limited, dated
10th November, 1998. /*/
2. Agency Agreement by and among Vivendi, as Issuer, BNP Paribas, as
Fiscal Agent, Principal Exchange Agent, Principal Paying Agent and
Calculation Agent, and Paribas Luxembourg as Exchange Agent and
Paying Agent in Luxembourg, dated 5 July 2000. /*/
3. Articles of Association of Friedland Finance (Number One) Limited.
4. Articles of Association of Friedland Finance (Number Two) Limited.
5. Subscription Agreement dated October 8, 2001, among Friedland
Finance (Number One) Limited and Deutsche Bank AG London.
6. Subscription Agreement dated October 8, 2001, among Friedland
Finance (Number Two) Limited and Deutsche Bank AG London.
7. Exchangeable Note dated October 8, 2001, by Friedland Finance
(Number One) Limited in favor of Deutsche Bank AG London.
8. Exchangeable Note dated October 8, 2001, by Friedland Finance
(Number Two) Limited in favor of Deutsche Bank AG London.
9. Irrevocable Sale Mandate in Respect of BSKYB Shares dated October 8,
2001, by Friedland Finance (Number One) Limited to Morgan Grenfell &
Co. Limited.
10. Irrevocable Sale Mandate in Respect of BKSYB Shares dated October 8,
2001, by Friedland Finance (Number Two) Limited to Morgan Grenfell.
11. Letter Agreement dated October 8, 2001, between Deutsche Bank AG
London and Vivendi Universal S.A.
/*/ Previously filed.
10
SCHEDULE A
The information contained in Schedule A of the Schedule 13D with respect
to the directors and executive officers of Vivendi Universal S.A. is hereby
amended and restated as follows:
The following is a list of the directors and executive officers of
Vivendi Universal S.A., setting forth the residence or business address,
citizenship, principal occupation or employment and the name and principal
business of any corporation or other organization in which such employment is
conducted for each such person. Except as set forth below, the principal
business address of each person is the address of Vivendi Universal S.A. set
forth in Item 2 above.
Board of Directors of Vivendi Universal S.A.
Name Position Citizenship Present Principal Occupation and Business Address
Jean-Marie Messier Chairman and France Chairman and CEO of Vivendi Universal S.A.
CEO
Edgar Bronfman, Jr. Vice Chairman United States Vice Chairman of Vivendi Universal S.A.
Joseph E. Seagram & Sons, Inc.
375 Park Avenue, 10th Floor
New York, NY 10152-0192
USA
Eric Licoys Director France Co-COO of Vivendi Universal S.A., Chairman and CEO
of Havas
Pierre Lescure Director France Co-COO of Vivendi Universal S.A., Chairman and CEO
of Canal+ and Chairman of the Executive Board of
Groupe Canal+
Bernard Arnault Director France Chairman and CEO of LVMH
30, avenue Hoche
75008 Paris
France
Jean-Louis Beffa Director France Chairman and CEO of Compagnie de Saint-Gobain
"Les Miroirs" Cedex 27
92096 Paris la Defense
France
Edgar M. Bronfman Director United States Former Chairman of The Seagram Company Ltd.
Joseph E. Seagram & Sons, Inc.
375 Park Avenue, 5th Floor
New York, NY 10152-0192
USA
Richard H. Brown Director United States Chairman and CEO of Electronic Data Systems
Corporation
540 Legacy Drive
Plano, Texas 75024-3199
USA
Jean-Marc Espalioux Director France Chairman of the Executive Board of Accor
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex 15
France
Philippe Foriel-Destezet Director France Chairman of Nescofin UK Ltd.
Flat 3
43/44 Rutland Gate
London SW7 IPB
England
Jacques Friedmann Director France Retired Chairman of the Supervisory Board of
AXA-UAP
80, avenue de Breteuil
75015 Paris
France
11
SCHEDULE A
Name Position Citizenship Present Principal Occupation and Business Address
Esther Koplowitz Director Spain Chairman and member of the Board of Directors of
Fomento de Construcciones y Contratas
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid
Spain
Mario-Josee Kravis Director U.S. Senior Fellow, Hudson Institute
c/o 625 Park Avenue
New York, New York 10021
Henri Lachmann Director France Chairman and CEO of Schneider Electric Industries
43-45, boulevard F. Roosevelt
92500 Rueil Malmaison
France
Samuel Minzberg Director Canada President and Chief Executive Officer
of Claridge Inc.
1170 Peel Street
Montreal, Quebec H3B 4P2
Canada
Simon Murray Director United Kingdom Chairman of Simon Murray and Co.
Princes House
38 Jermyn Street
London SW1Y 6DT
England
Serge Tchuruk Director France Chairman and CEO of Alcatel
54, rue de la Boetie
75008 Paris
France
Rene Thomas Director France Honorary Chairman and Director of Banque Nationale
de Paris - PARIBAS
16, boulevard des Italiens
75009 Paris
France
Marc Vienot Director France Honorary Chairman and Director of Societe Generale
Tour Societe Generale
92972 Paris la Defense
France
12
SCHEDULE A
The information contained in Schedule A of the Schedule 13D is
hereby amended by deleting all references to the directors and officers of BSB
Holdings Limited.
13
SCHEDULE A
The following is a list of the directors and executive officers of
Friedland Finance (Number One) Limited, setting forth the residence or
business address, citizenship, principal occupation or employment and the name
and principal business of any corporation or other organization in which such
employment is conducted for each such person. Except as set forth below, the
principal business address of each person is the address of Friedland Finance
(Number One) Limited set forth in Item 2 above.
Board of Directors of Friedland Finance (Number One) Limited
Name Position Citizenship Present Principal Occupation and Business Address
Richard Constant Director UK General Counsel Universal Music International
8 St. James's Square
London SW1Y 4JU
14
SCHEDULE A
Executive Officers of Friedland Finance (Number One) Limited
Name Position
None.
15
SCHEDULE A
The following is a list of the directors and executive officers of
Friedland Finance (Number Two) Limited, setting forth the residence or
business address, citizenship, principal occupation or employment and the name
and principal business of any corporation or other organization in which such
employment is conducted for each such person. Except as set forth below, the
principal business address of each person is the address of Friedland Finance
(Number Two) Limited set forth in Item 2 above.
Board of Directors of Friedland Finance (Number Two) Limited
Name Position Citizenship Present Principal Occupation and Business Address
Richard Constant Director UK General Counsel Universal Music International
8 St. James's Square
London SW1Y 4JU
16
SCHEDULE A
Executive Officers of Friedland Finance (Number Two) Limited
Name Position
None.
17