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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )(1)
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SCOOT.COM PLC
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(Name of Issuer)
Ordinary Share of Pound Sterling .02 each
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(Title of Class of Securities)
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(CUSIP Number)
William S. Haft
Watson, Farley & Williams
380 Madison Avenue
New York, New York 10017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2000
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(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 (b)(3) or (4), check the following
box / /.
NOTE. Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1 (a) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) 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 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).
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<TABLE>
<S><C>
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CUSIP No. | 13D | Page 2 of 10 Pages |
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Vivendi S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF 7 SOLE VOTING POWER
SHARES 186,761,031
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 186,761,031
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PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
186,761,031
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
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14 TYPE OF REPORTING PERSON *
CO
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</TABLE>
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is
ordinary shares of pounds sterling .02 each ("Shares") of Scoot.com plc (the
"Issuer" or "Scoot"). The Issuer is an English public limited company whose
principal executive offices are located at Information House, Parkway Court,
Oxford OX4 2JY, England.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Vivendi S.A. ("Vivendi") with
respect to 186,761,031 Shares.
Vivendi is a French public company whose principal office is located
at 42 avenue de Friedland, 75008 Paris, France. The principal business of
Vivendi is in the communication sector, primarily in Europe, where it has
interests in telecommunications and in multi media publishing. In addition,
Vivendi's activities include water distribution, waste management, thermal
energy supply and building and construction projects.
On June 19, 2000 Vivendi announced a proposed merger with The
Seagram Company Ltd. and Canal Plus that will create Vivendi Universal, a
media and telecommunications company. The merger is subject to applicable
regulatory and corporate approval.
The attached Schedule A is a list of the executive officers and
directors of Vivendi which contains the following information with respect to
each such person: (i) name; (ii) business address; (iii) 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
(iv) place of citizenship.
During the last five years, neither Vivendi nor any person named in
Schedule A has been:
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On 17 November 1999, Vivendi purchased 5,000,000 Shares on the
market of the London Stock Exchange at a price of L0.85 per Share. The total
consideration for these shares was L4,250,000.
On 18 November 1999, Vivendi purchased 8,000,000 Shares on the
market of the London Stock Exchange at a price of L0.70 per Share. The total
consideration for these shares was L5,600,000.
On 17 January 2000, Vivendi subscribed for 15,000,000 Shares
pursuant to a Framework Agreement entered into between Vivendi and Scoot on
14 January 2000 (the "Framework Agreement"). The shares were subscribed by
Vivendi at a price of L0.70 per Share. The total consideration for these
shares was L10,500,000.
On 21 March 2000, Vivendi purchased 500,000 Shares on the market of
the London Stock Exchange at a price of L2.65 per Share. The total
consideration for these shares was L1,325,000.
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On 22 March 2000, Vivendi purchased 600,000 Shares on the market of
the London Stock Exchange at a price of L2.65 per Share. The total
consideration for these shares was L1,590,000.
On 23 March 2000, Vivendi purchased 800,000 Shares on the market of
the London Stock Exchange at a price of L2.45 per Share. The total
consideration for these shares was L1,960,000.
On 24 March 2000, Vivendi purchased 950,000 Shares on the market of
the London Stock Exchange at a price of L2.66 per Share. The total
consideration for these shares was L2,527,000.
On 5 April 2000, Vivendi subscribed for 27,777,777 Shares pursuant
to the Framework Agreement. The shares were subscribed by Vivendi at a price
of L0.90 per Share. The total consideration for these shares was
L24,999,999.30.
On 5 April 2000, Vivendi was granted warrants to subscribe for (i)
10,000,000 Shares at a price of L1.92 per Share (the "First Warrants"), (ii)
23,000,000 Shares at a price of L2.50 per Share (the "Second Warrants") and
(iii) 10,000,000 Shares at a price of L5.00 per Share (the "Third Warrants"
and together with the First Warrants and the Second Warrants, the
"Warrants"). The Warrants were issued at nil consideration.
On 5 April, Vivendi exercised the First Warrants and 10,000,000
Shares were issued to Vivendi for a total consideration of L19,200,000.
On 26 May 2000, Vivendi purchased 133,254 Shares on the market of
the London Stock Exchange. The total consideration for these shares was
L191,885.76.
On 28 July 2000, Vivendi subscribed for 70,000,000 Shares pursuant
to a Subscription Agreement entered into between Vivendi and Scoot on 12 June
2000. The shares were subscribed by Vivendi at a price of L2.30 per Share
and issued to Vivendi on 31 July 2000. The total consideration for these
shares was L161,000,000.
On 28 July 2000, Vivendi exercised 15,000,000 of the Second
Warrants. 15,000,000 Shares were issued to Vivendi on 31 July 2000 for a
total consideration of L37,500,000. 8,000,000 of the Second Warrants are
still outstanding.
On 31 July 2000, Vivendi was granted warrants to subscribe for
15,000,000 Shares at a price of L5.00 per Share. These warrants were issued
at nil consideration.
The source of funds for each of the acquisitions of Shares described
above was working capital. No part of the amount of such funds is represented
by borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
The securities of the Issuer referred to in this statement were
acquired by Vivendi for investment purposes.
While Vivendi has no present plans or proposals which relate to, or
would result in, the acquisition or disposition by any person of securities
of the Issuer, the investments in the Issuer by Vivendi will be periodically
reviewed and at any time the amount of such investments may be increased,
through open market purchases or otherwise, or decreased. Except as
otherwise set out in this statement, Vivendi does not at the present time
have any plans or proposals which relate to or would result in:
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(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
re-organization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
(h) A class of securities of the Issuer being de-listed from a national
securities exchange or ceasing to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As at the date hereof, Vivendi is the beneficial owner of 186,761,031
Shares. This number represents 27.2% of the issued Shares, based on
687,086,992 Shares issued and outstanding at July 31, 2000.
To the best of Vivendi's knowledge, no person listed in Schedule A
beneficially owns any Shares.
(b) Vivendi has sole power over and sole power to dispose of all
186,761,031 Shares beneficially owned by it.
(c) There have been no transactions effected by Vivendi in the Shares in
the past 60 days other than the transactions described at Item 3 above.
(d) No person is known by Vivendi to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, the 186,761,031 Shares.
(e) Not applicable. Vivendi has not ceased to be the beneficial owner of
more than 5% of the Shares.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships
(i) between Vivendi and any other person with respect to any securities of
the Issuer or (ii) between any of the persons listed in Schedule A or between
any of the persons listed in the Schedule and any other person with respect
to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
August 10, 2000
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(Date)
/s/ Jean-Francois Dubos
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(Signature)
General Secretary
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(Name/Title)
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SCHEDULE A
VIVENDI S.A.
Each person named below is a director or executive officer of Vivendi, whose
principal business is described under Item 2 above. Except as otherwise set
forth below, the principal business address of each person is the address of
Vivendi set forth in Item 2 above.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER ORGANIZATION
IN WHICH SUCH EMPLOYMENT IS CONDUCTED
NAME CITIZENSHIP IF OTHER THAN VIVENDI S.A.
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<S> <C> <C>
Jean-Marie Messier French Chairman of the Board of Directors
President Directeur General
VIVENDI
Eric Licoys French Chief Operating Officer and Director
VIVENDI
President Directeur General
HAVAS
31, rue du Colisee
75008 Paris
Jean-Louis Guy Henry Beffa French Director of VIVENDI
President Directeur General
SAINT GOBAIN
"Les Miroirs" Cedex 27
92096 Paris la Defense
Rene Francois Thomas French Director of VIVENDI
President d'Honneur
BNP
16, boulevard des Italiens
75009 Paris
Marc Andre Dominique Vienot French Director of VIVENDI
President d'Honneur
SOCIETE GENERALE
Tour Societe Generale
92972 Paris la Defense
Jacques Friedmann French Director of VIVENDI
80, avenue de Breteuil
75001 Paris
</TABLE>
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER ORGANIZATION
IN WHICH SUCH EMPLOYMENT IS CONDUCTED
NAME CITIZENSHIP IF OTHER THAN VIVENDI S.A.
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<S> <C> <C>
Bernard Jean Etienne Arnault French Director of VIVENDI
President Directeur General
L V M H
30, avenue Hoche
75008 Paris
Philippe Foriel-Destezet French Director of VIVENDI
President
AKILA
52, rue de la Bienfaisance
75008 Paris
Simon Murray English Director of VIVENDI
Chairman
SIMON MURRAY & Company
Princes House
38 Jermyn Street
London SW1Y 6DT
Serge Tchuruk French Director of VIVENDI
President
ALCATEL ALSTHOM
54, rue de la Boetie
75008 Paris
Henri Lachmann French Director of VIVENDI
President Directeur General
SCHNEIDER
43-45, boulevard F. Roosevelt
92500 Rueil Malmaison
Esther Koplowitz Romero de Juseu Spanish Director of VIVENDI
Vice President FCC
Torre Picasso
Plaza Pablo Ruiz Picasso
28020 Madrid
Jean-Marc Espalioux French Director of VIVENDI
President du Directoire
ACCOR
Tour Maine Montparnasse
33, avenue du Maine
75755 Paris Cedex 15
</TABLE>
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<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
NAME, PRINCIPAL BUSINESS AND ADDRESS OF
ANY CORPORATION OR OTHER ORGANIZATION
IN WHICH SUCH EMPLOYMENT IS CONDUCTED
NAME CITIZENSHIP IF OTHER THAN VIVENDI S.A.
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<S> <C> <C>
Thomas Middlehoff German Director of VIVENDI
Chairman and CEO
BERTELSMANN Corporation
Carl-Bertelsmann-Strasse 270
D-33311 Gutersloh
Henri Proglio French Senior Executive Vice President
VIVENDI Environment
President of VIVENDI ENVIRONNEMENT
Phillippe Germond French Senior Executive Vice President
VIVENDI Communications
President of CEGETEL
Guillaume Hannezo French Executive Vice President
Finance
Jean-Francois Colin French Executive Vice President
Human Resources
Daniel Caille French Executive Vice President
Jean-Francois Dubos French Company and Board Secretary
Christine Delavennat French Vice President
Corporate Communication
Thierry de Beauce French Vice President
International Affairs
Agnes Audier French Vice President
Strategy and Business Development
Sylvie d'Arvisenet French Ethical Standards
</TABLE>
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