WASHINGTON, D.C. 20549


                                  SCHEDULE TO
                                (Rule 14d-100)



                           HOUGHTON MIFFLIN COMPANY
                      (Name of Subject Company (Issuer))

                            VIVENDI UNIVERSAL, S.A.
                              SORAYA MERGER INC.
                     (Names of Filing Persons (Offerors))


                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (including associated rights)
                        (Title of Class of Securities)

                     (CUSIP Number of Class of Securities)


                         George E. Bushnell, III, Esq.
                     c/o Vivendi Universal Holding I Corp.
                        800 Third Avenue, Seventh Floor
                           New York, New York 10022
                            Telephone: 212-572-7855
      (Name, address and telephone number of person authorized to receive
            notices and communications on behalf of filing persons)

                                   Copy to:
                             Faiza J. Saeed, Esq.
                            Cravath, Swaine & Moore
                               825 Eighth Avenue
                           New York, New York 10019
                           Telephone: (212) 474-1000

                          Calculation of Filing Fee:

      Transaction Valuation*                 Amount of Filing Fee
          Not applicable.                      Not applicable.
*Set forth in the amount on which the filing fee is calculated and state how
it was determined.

[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes to designate any transactions to which this
     statement relates:

     [X] third-party tender offer subject to Rule 14d-1.
     [ ] issuer tender offer subject to Rule 13e-4.
     [ ] going-private transaction subject to Rule 13e-3.
     [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

The description contained herein is neither an offer to purchase nor a
solicitation of an offer to sell shares of Houghton Mifflin Company. At the
time the tender offer is commenced, Vivendi Universal will file a Tender Offer
Statement and Houghton Mifflin Company will file a Solicitation/Recommendation
Statement with respect to the offer. The Tender Offer Statement (including an
offer to purchase, a related letter of transmittal and other offer documents)
and the Solicitation/Recommendation Statement will contain important
information that should be read carefully before any decision is made with
respect to the offer.

The offer to purchase, the related letter of transmittal and certain other
documents, as well as the Solicitation/Recommendation Statement, will be made
available to all shareholders of Houghton Mifflin Company, at no expense to
them. The Tender Offer Statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
Solicitation/Recommendation Statement will also be available at no charge at
the SEC's website at www.sec.gov.

                                                                 SEAGRAM CO LT
                                                    Moderator: Ariane Delamaze
                                                   June 1, 2001/11:00 a.m. CDT
                                                                        Page 1

                                 SEAGRAM CO LT

                                 June 1, 2001
                                11:00 a.m. CDT

Coordinator      Good afternoon and welcome to the Vivendi Universal analyst
                 conference call. At the company's request, today's conference
                 call is being recorded. Following today's presentation, there
                 will be a question and answer session. Instructions will be
                 given at that time.

                 Now, I would like to introduce your speakers for today's
                 call, Mr. Jean-Marie Messier, Chairman and Chief Executive
                 Officer of Vivendi Universal and Ms. Agnes Touraine, Vice
                 Chairman and CEO of Vivendi Universal Publishing. Also, we
                 have Mr. Nader Darehshori, CEO and Chairman of the
                 Houghton-Mifflin Publishing Company. Thank you, you may

JM. Messier      Hi to everyone. I just want to make a few short comments
                 after the introductions, before going to your questions. On
                 my side, I've two

                 points. You know that what we are speaking today, the tender
                 offer that we are launching Houghton-Mifflin at $60 per
                 share, for a total consideration of $1.8 billion. Through
                 this acquisition, Vivendi Universal will become the number
                 two worldwide player in the education field, and not only
                 number two on a worldwide basis, but global players, 50/50
                 between the U.S. and non-U.S. countries, global resources
                 from multi-language vis-a-vis positions in English and
                 Spanish, Portugese and exotic French language.

                 This acquisition has to be refinanced and will be refinanced
                 by the disposals of some of our assets, namely the free
                 sheets, trade fair and professional press businesses. What we
                 are doing there is that we will finance 100% of these
                 acquisitions through internal resources, that's not hurting
                 in any way the balance sheet of Vivendi Universal, and
                 through a portfolio arbitrage, where we are exiting national
                 businesses to gain international and worldwide position,
                 where we are exiting more cyclical businesses in favor of
                 more stable growing businesses and where we are exiting
                 non-core publishing assets to core publishing assets. So
                 that's the transactions that we are going to speak about.

                 These transactions are accretive for shareholders in terms of
                 EBITDA per share, and will be favorable in terms of cash flow
                 of the group from year one. Just before going to your
                 questions and before leaving the floor to Agnes Touraine to
                 explain to you a little bit about one key point, which is the
                 synergies and the high synergies that we are expecting and
                 where they will come from, I just want to restate that this
                 acquisition is in Vivendi Universal's content strategy.

                 We will and we have targeted selectively some key edutainment
                 content fields where we are looking to one simple goal,
                 that's worldwide leadership. And we will stay only in those
                 fields where we can achieve a worldwide position, where are
                 we, vis-a-vis this simple strategy. Music, that's done, we
                 are number one. Movies, that's done, we're number one. Games,
                 that's done, we're number one and number two worldwide,
                 depending on the criteria that you follow. Sports, that's
                 done in Europe. Education, through this acquisition it will
                 be done with the number two worldwide leadership, so that
                 clearly where this acquisition is fully fitting was Vivendi
                 Universal's strategy.

                 I've asked Agnes Touraine to comment a little bit on the
                 costs and revenue synergies before going to your questions.
                 Agnes Touraine is chairing all Vivendi Universal Publishing

A. Touraine      Good morning. We estimate, probably, that the acquisition
                 will generate immediate cost synergy of $14 million, this is
                 the cost side, and especially in three fields. The first one
                 is production on paper purchasing, printing and binding.
                 During the due diligence we found out that the cost of paper
                 was really higher in the United States compared to what we
                 have in the rest of the world, and obviously combining our
                 operations, going out to $2.2 billion, we are going to get
                 leverage on paper purchasing, printing and binding.

                 We do have also cost savings in logistics. To give you an
                 example, in Indianapolis there are two warehouses, obviously,
                 we can keep only one, knowing that we do have a lot of
                 distribution facilities exactly in the same locations. We do
                 have also distribution facilities on CD-ROM on the West
                 Coast, so we estimate that, again, here we do have immediate
                 savings. We do estimate the production and the logistic
                 synergies to be around $20 million.

                 The second aspect of synergy is restructuring of our U.S.
                 operations. As you know, two years ago we bought Cendant
                 Software. Cendant Software is basically in education CD-ROM
                 and game. Immediately the education software which is CD-ROM
                 and distribution of CD-ROM, will be dispatched to
                 Houghton-Mifflin. That means that we will be able to decrease
                 the headquarters on the West Coast, and this will amount to
                 $20 million.

                 The third one which should be immediate also is G&A within
                 Houghton-Mifflin, because the company is not going to be
                 listed any more and because Vivendi Universal will take care
                 of cash management, investor relations, obviously we will
                 decrease the G&A within Houghton-Mifflin. So those three
                 points explain the $14 million, and we're absolutely
                 convinced that we can get this in the coming 18 months and
                 for the a little bit more after more analysis.

                 On the revenue side and technology synergy, obviously this
                 will come from the combination of our activities, first of
                 all on digitalization. We do have expertise on digitalization
                 of our content and especially in Europe, Houghton-Mifflin is
                 maybe a little bit behind, so immediately our team will
                 really improve the way books have been digitalized within

                 Mifflin and digitalization will really put an impact on the
                 cost of goods sold. So immediately we will have an in
                 production new way of producing books here and immediate

                 Another example, our revenue synergy that image data bank. We
                 did put in place, between Europe and South America, as you
                 know we are number the one in France, Spain and Brazil in
                 education. We already put in place an image data bank in
                 order for the publishers to get access to the images online.
                 So we will expand this immediately to Houghton-Mifflin.

                 The third point, very important in revenue synergy, is
                 content combination. Education is going more and more towards
                 customization, which is a very important trend everywhere in
                 the world. That means that in the coming two or three years,
                 more and more we will sell not only a product, not only a
                 book, but a combination of what we call a paper book, e-book,
                 Internet access and other services to schools and teachers,
                 having again, a digitalized content and the know how of
                 customization will help tremendously.

                 The last point, our revenue synergy is international.
                 Houghton-Mifflin is 97% U.S. based, in terms of revenue, we
                 firmly believe that Houghton-

                 Mifflin could export content and especially in South America
                 and even in Europe, we do estimate at least should be at
                 minimum 20%, so this will have, obviously, an immediate
                 impact on the cost of producing our books in the other

                 The last point is technology and Internet-related costs.
                 Houghton-Mifflin did invest around $100 million in Internet
                 activities during the last two years. We did invest also in
                 the Internet, and especially with Education.com.
                 Education.com was launched three months ago in the U.S.,
                 England, Germany and France, so Education.com has very
                 powerful engines and tools, and those engines and tools
                 obviously now should be within Houghton-Mifflin and will have
                 the Houghton-Mifflin content. So this will be our strategy,
                 which is local content and global IT, and having economies of
                 scale in terms of technology know-how and Internet
                 investments. So we truly believe that in the coming 18
                 months, we should reach a total of $75 million synergy at the
                 EBITDA level.

JM. Messier      Okay, we are now ready to go for your questions. Obviously,
                 we wish that you focus your questions on Houghton-Mifflin
                 tender offer. Nevertheless, if you have a few other questions
                 relating to Vivendi Universal activities, we will be pleased
                 to hear them. Just a final point,

                 you have to know that this acquisition comes from just taking
                 place at the end of the first senior executive management
                 team of Vivendi Universal, which took place over the last
                 three days in Orlando. This has been an incredibly positive,
                 dynamic, encouraging supporting meeting for all the
                 developments, the cross-marketing ideas and the dynamisms and
                 the wish of all different teams to procure some Vivendi
                 Universal execution.

                 We are now ready to take your questions.

Coordinator      Our first question comes from Peter Apert, and sir, your line
                 is open. Please state your company name.

P. Apert         Good morning. It's Deutsche Bank, Alex Brown. Just a couple
                 of questions on the logistics of the transaction. Number one,
                 is there a break up fee associated with the deal? Can you
                 tell us what the amount is? Number two, your thoughts on the
                 timing around when the deal might close. And I guess really
                 for Nader, the question is whether he had discussions with
                 any other potential bidders? Thank you.

JM. Messier      On the first point, yes, there is a break up fee. That's a 2%
                 break up fee. The second question, timing, that's classical
                 tender of timing. We do not

                 expect any specific difficulty in this timetable, so we hope
                 to be on the fast track there, and we hope to have completed
                 the tender before the end of July. The rest was your
                 question, Nader.

N. Darehshori    Peter, thank you. No, the company, we did not put
                 Houghton-Mifflin on the block, we didn't talk to any other
                 people. We were impressed with the management's passion for
                 growth, dedication to quality and the ability to take our
                 products globally and help us to digitize our products so
                 they are available globally. And last but not least, they
                 were able to make an offer for our investors that we thought
                 was highly attractive, so therefore we didn't feel that it's
                 necessary to talk to anyone else.

P. Apert         Thank you.

Coordinator      Our next question comes from Irene Nattel. Ma'am, your line
                 is now open, please state your company name.

I. Nattel        Thank you. Irene Nattel, RBC Dominion Securities. Good
                 afternoon. I'd just like to talk for a moment about the
                 financing of the acquisition. If we look at the assets to be
                 divested, it looks like the profitability is quite a bit
                 lower than the assets that you're acquiring, which is a good
                 thing. But that

                 also leads me to conclude that you probably won't get quite
                 as much for them. First of all, am I correct in that
                 assumption? And second of all, will you be using internally
                 generated cash flow to make up the difference?

JM. Messier      I'm going to answer both your questions. The first one is
                 that, obviously, we intend to help Houghton-Mifflin to
                 improve its already significant level of profitability at 25%
                 EBITDA, and as you realize, the synergies that Agnes Touraine
                 has commented on represent 25% of the existing EBITDA margins
                 of Houghton-Mifflin. That's a very substantial improvement
                 for the future.

                 Second, I think that the assets that we are selling
                 represents even if that's not in our strategy because they
                 are local and because they are cyclical and because we cannot
                 expect to reach the worldwide leadership in those fields,
                 that represents very attractive assets for international
                 groups focusing on trade fair, free sheets or professional
                 information. And to be very candid about this, our
                 expectation is that we may be able to sell those assets on a
                 higher EBITDA multiple than the EBITDA multiple of the
                 acquisitions of Houghton-Mifflin, because of the specificity
                 of those assets on the European market.

                 So let's put it that way, we do expect that the sales of
                 trade magazines and shows and the free sheets Comareg will
                 represent at least 70-75% of the total cost of acquisitions
                 of Houghton-Mifflin. Down the road, our clear strategy is
                 before the end of 2002, 100% of Houghton-Mifflin acquisitions
                 will have been refinanced by the sales of assets of Vivendi
                 Universal and by arbitrage within our portfolio That's a
                 clear goal, that we will fully finance this acquisition
                 through arbitrage in our portfolio.

I. Nattel        That's excellent, thank you. And one final question, if I
                 may, have you had any discussions with prospective buyers at
                 this point?

JM. Messier      Obviously, I'm not going to comment, as you are expecting, on
                 any potential name. The answer to your question is yes, this
                 process has started and we expect to conduct it diligently.
                 We have only goal, there is no privileged or preferred buyer,
                 we will sell those assets to the highest offer price.

I. Nattel        That's excellent. Thank you very much.

Coordinator      Our next question comes from Richard Simon. Sir, your line is
                 now open, please state your company name.

R. Simon         Yes, just a pro forma question. Can you just run through the
                 steps to get pro forma 2000 and guidance for 2001, taking
                 into account the reported EBITDA of Houghton-Mifflin, the
                 synergy benefits on a full year run rate and then net out the
                 assets that are disposed of to help finance the acquisition.

JM. Messier      What we can say is that for 2000/2001, what we are expecting
                 on the Houghton-Mifflin side, obviously, 2001 is quite an
                 important year, in terms of adoption. So that results in
                 significant growth in revenues, that we expect to be on top
                 and higher than 10%, that's to say double digit revenue
                 growth in 2001, a strong adoption year. We expect, before the
                 synergies, the EBITDA, on a standalone basis, to be close to
                 the current level, that's to say the 25% EBITDA before book
                 plate amortization margin. After this book plate
                 amortization, we expect to remain in 18% or slightly over 18%
                 margin, and EBITDA roughly 16% plus. It would lead you,
                 Richard, to EBITDA standalone a little bit north of 290
                 million euros, and after book plate amortization, around 210.

                 On the impact ...on the VU financials, if you consider for
                 2001 and half a year impact, it will reserve, it's safe to
                 assume, the second half EBITDA 2001 no synergies and no one,
                 of course for 2001, half year financing

                 impact and no deconsolidation of Comareg and VUP trade, it
                 leads to an additional EBITDA of roughly 245 million euros
                 and EBIT less the financial costs plus 115 million euros. In
                 terms of EBITDA per share, that is an accretion, very close
                 to 3%. If we review pro forma 2001, its full year impact with
                 the following assumptions, assuming full year EBITDA,
                 assuming the 75 million euros of synergy, assuming the full
                 year financial impact, assuming deconsolidation of Comareg
                 and VUP trade, it leads then to an accretion in EBITDA of
                 close to 190 million euros. That's an accretion of EBITDA per
                 share 2001, pro forma, full year slightly over 2%, and at the
                 EBIT less financial costs, very close to the previous number,
                 an additional 110 to 115 million euros.

R. Simon         Thank you very much. That was helpful.

Coordinator      Our next question comes from Neal Blakely. Sir, your line is
                 now open, please state your company name.

N. Blakely       Neil Blakely of Merrill Lynch. First of all, I was wondering
                 if you could give the current year, an idea of the
                 seasonality between quarters. It's obviously very second half
                 weighted, but actually give an idea of that as far as the
                 revenues go. Then also, this deal does give you a kind of

                 toehold in the trade book area. I was wondering what your
                 plans were there. Do you anticipate selling that or do you
                 think that you could actually beef that up and become a
                 significant player in the trade books area?

JM. Messier      The first question is on seasonality, Agnes or Nader?

N. Darehshori    Our business, and one of the reasons why we thought this as a
                 very attractive possibility, joining forces with Vivendi
                 Universal, is that our business is very seasonal and very
                 cyclical, we lose money three-quarters of the year and we
                 make all of our money in the third quarter. We have had
                 difficulty making investors understand that and even
                 newspapers in Boston, they don't understand our cyclicality.
                 So I think that being part of Vivendi will help the company
                 not to be as dependent on the cyclicality of our business,
                 and it may help it. The educational business in the United
                 States, and I'm sure abroad, is very cyclical, and you know

JM. Messier      I would say seasonal more than cyclical. That's to say that
                 the strongest link to the education market by itself is
                 seasonal in the way that most of it is happening in quarter

N. Darehshori    The third quarter, yes.

N. Blakely       What percentage of revenues would be in quarter three, for

N. Darehshori    I'm sorry?

N. Blakely       What percentage of revenues would be in quarter three?

N. Darehshori    Roughly 60%.

JM. Messier      Did you hear the answer?  That's between 50% and 60%.

A. Touraine      On the trade part of it, one of the key points here is to say
                 that in France and in Europe, in trade activity, we do around
                 $160 million with high profitability for the trade. And I
                 must say that within Houghton-Mifflin the trade and reference
                 division is doing very well also. If I remember properly, the
                 profitability is around 20% a little bit more, and we see
                 another opportunity in combining trade activity in the U.S.
                 with the one we have in Europe, and especially in terms of,
                 again, combining content here.

                 So for the time being, and considering the quality of the
                 trade division and the very good performance of our trade
                 division in Europe, we may think that we do have a great
                 future altogether within this trade activity. Don't forget
                 that in the trade you have also our reference and
                 dictionaries, and with the Larousse brand, we do have a
                 varied composition on a worldwide basis and especially in
                 South America, we were lacking a dictionary and an
                 encyclopedia in the U.S. and that's made great pains,
                 especially for education that comes in terms of content.

N. Blakely       Thanks very much.

N. Darehshori    We also have synergy with Universal movie deals that we
                 haven't even talked about. But that's a very important part
                 of the future growth.

JM. Messier      It's clear that we are trying to develop all our products on
                 all supports and as many of you have already seen, one very
                 good example was The Mummy Returns, where not only the movie
                 is achieving, as of today, $250 million turnover, on its way
                 to do more than $500 million on a worldwide basis, but there
                 will be the videos, DVD's, there is a spin-off with scorpion
                 king they are the certified global licensees of consumer
                 products, the attractions in the price the books, published
                 in different languages, the

                 interactive games already worked out on GameBoy and
                 PlayStation II. To a large extent, The Mummy Returns is a
                 good presentation of what we expect to do, that's to say,
                 keep most of the value linked to our content and our
                 franchises by accessing customers through every single
                 support and means that it likes to be confronted with in the
                 entertainment field.

                 Following question?

Coordinator      Our next question comes from Michael Nelson. Sir, your line
                 is open, please state your company name. Hello, Mr. Nelson,
                 we're unable to hear you at this time. Please check your mute

JM. Messier      Let's go to the next question.

Coordinator      Brandon Dobel, your line is now open. Please state your
                 company name.

B. Dobel         Brandon Dobel from Credit Suisse First Boston. I wonder if
                 you could address your possible plans for the college market.
                 It seems like most of the conversation so far has focused on
                 K-12. I wonder what your thoughts are on Houghton's college
                 assets and the potential there.

N. Darehshori    Our college division is the fourth largest college publisher
                 in America. What is important about it is to realize that
                 wherever we are players, we are formidable players. We are
                 either a formidable player in a discipline when we
                 participate or we don't participate. Other opportunities 36
                 possible discipline in college, we play in 18 of them and on
                 those 18 disciplines that we play, we're either number one or
                 number two, at minimum number three. So we have a very strong
                 position there.

                 The other aspect of why college would be highly attractive to
                 Vivendi Universal is the attractiveness of American college
                 textbooks internationally. Our competitors who have
                 international visibilities and capabilities, they have the
                 largest percentage of college sales in international markets
                 than we do. And I think that partnerships with Vivendi and
                 becoming part of Vivendi Universal, we won't be able to take
                 college products immediately abroad in the international
                 markets, and it will be highly attractive and profitable.

A. Touraine      What is important to note is that within our organization and
                 education, we do have four divisions, which are school,
                 basically textbook, home education, e-learning and reference
                 and dictionaries. E-learning is the chief priority for us. We
                 strongly believe that we can grow by organic

                 growth in the coming months and years, and obviously, the
                 college activity in the U.S., but also the one we have in
                 France and Spain and a little bit in South America, will
                 really help in order to accelerate our penetration in the
                 e-learning market. As you know, one of our main competitors
                 Pearson did invest heavily in this field a year ago, and we
                 strongly believe that with the security we have and the
                 content we have, we probably may catch up without having to
                 do so high investments.

B. Dobel         Thanks a lot.  I appreciate it.

Coordinator      Our next question comes from Kara Chesaby. Ma'am, your line
                 is now open, please state your company name.

K. Chesaby       Kara Chesaby of T. Rowe Price. What role will the current
                 Houghton management play in the management of the education
                 business under the Vivendi umbrella?

A. Touraine      Obviously, it will be a key because as you know we bought a
                 company basically with people who we have been very impressed
                 with the quality of the management and especially the head of
                 the operations. So considering profitability, the operations
                 manager should apparently

                 remain. I think one of the key priorities we may have is to
                 make sure that they are going to work with the other
                 publishers on a worldwide basis, and again, to put in place
                 synergies very quickly. One of the weaknesses of
                 Houghton-Mifflin, again, is the digital aspect, the
                 e-production side and e-distribution is not probably
                 completely updated, as of now. So with the management that's
                 in place right now, who are Houghton Mifflin education we
                 shall add a very strong team, in terms of IT digitalization
                 and the Internet.

K. Chesaby       And will Nader be staying on in the integration, and for how

N. Darehshori    I've spent probably 20 meetings with the management of
                 Vivendi Universal, and the topic that we have not discussed
                 has been my role here. However, I have made a commitment to
                 stay as long as needed to make this transaction work and work
                 well. I'm willing to do that and I have made an announcement
                 that I will retire in April. I think we have plenty of time
                 to work on this transition, and though we have had no
                 discussion, I'm willing and I want to help them to make this
                 transition really a successful one.

JM. Messier      Thank you, Nader. Do we have following questions?

Coordinator      Our next question comes from Ed Venable. Sir, your line is
                 open, please state your company name.

A. Gordon-Brown  Hello, it's Andrew Gordon-Brown from JP Morgan. Just a quick
                 question on what assets are planned for disposal and what
                 you're keeping. I notice in the press release that you say
                 that you're going to be hanging on to your presence in news
                 and economic publications. I was just trying to get a feel
                 for, given that there's publicly available information on the
                 revenue and EBITDA or the business information assets, what
                 is the revenue and EBITDA of the news and economic
                 publications that you plan to keep? Just so that we can get a
                 sense of the base of what you're planning to sell.

JM. Messier      Agnes is going to tell you what the size of the news and
                 economic publication within the Group. Let me put it this
                 way. This is a news magazine, a French journal. We are in a
                 presidential race here. It's very important not to disturb
                 this activity during such a sensitive period. And it's
                 representing, Agnes?

A. Touraine      Almost 200 million euros in terms of revenue and around 10%

A. Gordon-Brown  Did you say 200?

A. Touraine      Yes, 200.

A. Gordon-Brown  And when you talk about profitability, are we talking EBITDA

A. Touraine      Yes, EBITDA.

JM. Messier      EBITDA, yes.

A. Gordon-Brown  That's very useful.  Thank you very much.

Coordinator      Our next question comes from Neal Shelton. Sir, your line is
                 now open, please state your company name.

N. Shelton       Hello, this is Neal Shelton from Shroders Salomon Smith
                 Barney. Two very quick questions. You talked about the EBITDA
                 accretion for this year. Can you talk about the EPS accretion
                 or dilution for this year and for next, please. And lastly,
                 on your slides, you detail your sales by division or by
                 territory, where you say that you're number one in Spain

                 and number four in the U.S. Can you actually flesh out and
                 give us the absolute level of sales in each of those
                 territories. Thank you.

JM. Messier      Do you have on the street of the sales by zone, Agnes?

A. Touraine      Yes, we do it by division, but let me just find my paper.
                 Just to review the number in Spain, Anaya in Spain is about
                 250 million euros, France is about 300 million euros, in
                 Brazil it's around 160 million euros. In the U.S., Knowledge
                 Adventure plus our education role distribution is around 185
                 million euros. I think you have all of it.

N. Shelton       I think that's it, yes.

A. Touraine      After the completion of the acquisition basically you will
                 have 50% in the U.S. and 50% in Europe and the rest of the
                 world, and the rest of the world basically is Spain, France
                 and Brazil, knowing that we have a very good position in that
                 countries with a lot of activity and a position also in
                 Argentina, Colombia and Chile.

JM. Messier      For your first question, I think that you got all the figures
                 relating to EBITDA. If you want to go to cash earnings for
                 2001, I'm assuming

                 we're closing July, the cash earnings impact of this
                 acquisition is positive by 110, perhaps slightly more than
                 that, in 2001, cash earnings of Vivendi Universal, and next
                 year, on the basis of the full year impact with the
                 deconsolidation of the sold businesses and with the financial
                 impact, that's an additional contribution to cash earnings of
                 the group positive impact of several thousand million euros
                 next year. So this is both an accretive and a positive
                 contribution on a full year basis, both at the EBITDA and
                 cash earnings level.

N. Shelton       Thank you. And just to sort of follow up on a question. You
                 talked about the third quarter being so important for
                 Houghton-Mifflin. Do you think you'll complete the
                 transaction before the end of the third quarter in this year?

JM. Messier      Yes, we do expect to close the transaction by the end of July.

N. Shelton       Thank you very much.

Coordinator      Our next question comes from Jeff Mays. Your line is now
                 open, please state your company name.

J. Mays          Thank you. I've got a question about the college publishing
                 part of your business. Looking at the last three years'
                 numbers, the sales have been sort of hovering around $170 to
                 $175 million. Also for this year you're expecting $175
                 million in sales, so actually no growth. Can you explain
                 what's going on in that market. And also, are you looking to
                 expand in this area? Because your market share is relatively
                 weak, relative to other players.

N. Darehshori    The college market is going through this transition of moving
                 solely from paper flatboard to a combination of technology
                 and paper, and I think that's one of the reasons the college
                 industry has not had the great growth that we have seen in
                 other industries. However, I think digitalization and content
                 on Internet platforms is going to get to college faster than
                 any other place, and that is going to make the college
                 business very attractive in this country and abroad.

J. Mays          Are you seeking to expand in this business?

A. Touraine      I think one way to expand to this business, again is to move
                 forward much more quickly in terms of digitalization and
                 delivering the contents on multi formats That means,
                 obviously, on the multiple print books CD-

                 ROM and Internet. We have in this company, to accelerate
                 very, very quickly the e-production side in order to make
                 sure that books are produced on a digital content, in order
                 for those books, again, to be, first of all produced at a
                 less expensive cost and able to be delivered on other
                 platforms than paper. So one of the key issues for this
                 division now is to move forward and more quickly to the
                 digital age, in order to get market share.

J. Mays          Thank you.

Coordinator      Our next question comes from Mark Brailey. Sir, your line is
                 now open, please state your company name.

M. Brailey       It's Mike Brailey from Casanov. I wonder if you can just talk
                 us through the key adoptions for Houghton in the coming year
                 and also in 2002, and sort of any early feel for how you
                 think those are going.

N. Darehshori    The key adoptions this year were both English in Texas,
                 literature in Texas and mathematics in California, we were
                 doing very well. As a matter of fact, the orders are coming
                 very strong from Texas. Texas normally sends their orders in
                 early. We are doing far better than we had

                 expected with the entire program, both elementary and
                 secondary. In California, in the mathematics program, in six
                 to eight there are only three programs listed this year, two
                 of them are Houghton-Mifflin programs, and the third program
                 that is listed by Pearson is six to seven and eight programs
                 when our two programs are six, seven and eight. So we're
                 doing extremely well over there.

                 Going forward, our major adoption next year will be
                 California reading, and we are going to offer a very strong
                 program for California next year. Fortunately for us, we are
                 going to have only two competitors playing in the California
                 reading market next year, because the third one, Pearson
                 doesn't have a complete program to offer in California, so
                 we're very positive about our possibilities with reading in

M. Brailey       And a follow up, if I may. Obviously, you had quite a tough
                 time of it last year. Are there any particular areas where
                 you think you need to sort of reinvest more of the margin in
                 order to grow the business more strongly? And if so, is it in
                 the products or is it in the marketing or is it in the new

N. Darehshori    We didn't have a tough time last year, we had pretty good
                 growth. After all, our margin increased and we had growth.
                 The thing that you are probably stating is that we fell below
                 our goal that we had set for ourselves five years earlier,
                 but we did very well. The only area we did worse than we had
                 anticipated was with science in Texas. And we were not the
                 only publisher. There was only one successful publisher in
                 science in Texas, and that was Harcourt-Brace. The rest of us
                 all suffered. However, that science program that we didn't do
                 as well in Texas, is doing extremely well in California this

M. Brailey       Can you just talk us through what's helped it do better in
                 California this year. Is it being marketed more aggressively?
                 Have you actually upgraded the program at all?

N. Darehshori    I think that we learned from our Texas experience with the
                 science and now with technology, we are able to develop our
                 products early and take it to market early and class test it,
                 get reaction to it. I think we are a lot more prepared to not
                 only develop better programs, but also market it early
                 enough, get feedback early enough that we will be
                 ssuccessful. Now what we have been able to do within the
                 Universal Group brings to Houghton-Mifflin is this idea of
                 helping us digitize some of these products that are

                 highly expensive to do. And also that digitization allows us
                 to take the products that we've developed here and some
                 version of it internationally.

A. Touraine      I think one of the key points here, again, Houghton Mifflin
                 did invest $100 million last year, what is important here,
                 it's probably $.02 less and a little bit better. That means
                 that a key priority is not so much to invest on the Internet,
                 a little bit everywhere, but the key priority is to decrease
                 the total investment on the Internet a little bit everywhere
                 and to make sure that we put the proper investment, again, on
                 e-production. And again, when you produce, on a digital
                 format, at the end of it, it's less expensive, it's exactly
                 what we have in Europe now, and to put a lot inside these
                 e-distribution and making sure that we're going to leverage
                 what we have on the Internet on Education.com.

                 Basically, it's going to be investing less, in terms of
                 Internet related products everywhere, but it's going to be
                 investing selectively and with, again, a processed return on
                 e-production, e-distribution and DRM digital write
                 management. So, it's probably going to be an important
                 investment, but much more selective and using, again, the
                 know-how we do have in Europe, using the engines we have and
                 using the tools we already developed in the other publishing

M. Brailey       Okay, thank you.

Coordinator      Our next question comes from Neal Carter. Sir, your line is
                 now open, please state your company name.

N. Carter        Hello it's Neal Carter from ABN Amro. A quick question about
                 Education.com. I wonder if you can tell me what you think the
                 potential is for that marketplace and what sort of sales you
                 think you can be achieving for Education.com by 2003 or 2005.

A. Touraine      Education.com, as you know, we launched it actually four
                 months ago, in February. The business model is relying on
                 three things. The first one is description and basically in
                 Europe we're the number one in what we call "virtual
                 classes." That means that you pay in order for your kids to
                 be in the virtual classes. The second way of the business
                 model is e-commerce and the third one is advertising for
                 around ten persons also. We plan to break-even on
                 Education.com at the end of 2002. We should make it. Again,
                 it's a little bit too early, five months after the launch,
                 but I must say that the U.S./West side is kind of good,
                 probably better at this time than the European ones.

                 What is really nice with Education.com is the fact that we do
                 share the tools and the engine all over the world and we even
                 sell part of those tools to other countries like East Europe.

                 We plan to open Education.com in Brazil, so within
                 Education.com you have three parts, really, the teacher one,
                 the parent part and the kids part. The teacher one is very
                 important because it's kind of the relationship that we did
                 between the publishers and the teachers, and again, this may
                 replace part of the, I don't know, when you have 200 Web
                 sites, I think, it may replace part of the Web sites
                 Houghton-Mifflin has as of today. So if it changes the
                 business model specifically it would diminish your costs
                 within Houghton-Mifflin. On the subscription part, we have to
                 wait until back to school, in September, to find out the
                 success of the actual classes.

N. Carter        What do you think the revenue percentage is for these kind of
                 businesses? It seems that Pierson is a little less optimistic
                 about the learning network than they used to be. Are you
                 still confident that this is going to be a big business?

A. Touraine      Obviously, we strongly believe that all of the platforms are
                 going to co-habitate, so that's especially an indication of
                 what's really nice in education about digitalization is going
                 to be a revolution but it will take more time than in other
                 businesses. We believe that in the coming years we will have
                 more and more combined products, again, a paper book that
                 will last for a long time, e-books, probably and as you know,
                 we do have in France a very important experimentation on
                 electronic school bag. You will have access to the Internet
                 and you will have access to information database and
                 reference database.

                 So basically we strongly believe that it's not so much a
                 matter of saying, "Is the Internet going to replace the
                 teacher?" The name of the game is the coming two to five
                 years is to make sure that we are going to deliver to the
                 education players not only a product but a service. And the
                 next step will be an integrated learning system, that
                 probably will take three to five years, again, to develop,
                 but the first year I think is really great for education,
                 however, which is probably good news, it's going to take a
                 little bit more time and a little bit less hype, which is
                 good also, in the other fields. So it's a matter, again, of
                 services rather than product and it's a matter of
                 multi-platform strategies rather than having to choose one

JM. Messier      And your question relating to competition vis-a-vis Pierson,
                 if I can add two points. One of our competitive advantages is
                 clearly to be, in this field, as in others, a multi-language
                 company, and in fact, to be not only strong in English but
                 strong in Spanish and Portuguese and different languages, is
                 a clear differentiator and is a clear benefit on the Vivendi
                 Universal side, one of the major Spanish markets being the
                 U.S. one, obviously. The second competitive difference is
                 based on our strength on the educational software side, where
                 obviously we can leverage online the access by educational
                 software, who like the contents and the brands and online is
                 the immediate follow up of the CD-ROM and educational
                 software. And the 170 million people each year buying all
                 educational software are clear educated, let's call them
                 easier clients for online additional subscription offers. I
                 think that on these two points we have an edge and we are
                 clearly ahead of Pierson.

N. Carter        Thanks very much.

Coordinator      Our next question comes from Louis Sarkus. Sir, your line is
                 open, please state your company name.

L. Sarkus        The company is Chesapeake Partners. Just a couple of really
                 clarifying questions here. Jean-Marie, you've talked about
                 the asset sales for refinancing, just to be clear, for
                 refinancing of the debt incurred in this deal, and you did
                 not need to raise any debt to complete this deal, is that

JM. Messier      That is correct.  Gullaume is speaking now.

M                We might use a bridge loan if there is some time different.

L. Sarkus        But it is not subject to financing, is what I'm asking.

M                It's not subject to financing, and what we want to cover is
                 not the market cap of HM, it's the market value including HM
                 average debt.

L. Sarkus        My next question, to clarify, is for Nadar. Could you go over
                 the background again, you indicated that Vivendi obviously,
                 and I agree, is the most attractive party. But what sort of
                 process was undertaken by the company and by the board, and
                 were alternatives to maximize shareholder value examined?

N. Darehshori    When our first discussion took place on November 29th, even
                 though we discussed basically the universe of educational
                 publishing and publishing in America and abroad, and learned
                 about Vivendi's interest in growing in education, in the
                 publishing market, I took that to the board and they said,
                 "It sounds interesting," and they gave me authorization to
                 continue to have conversations to see what are the synergies,
                 what are the benefits that we could realize for our employees
                 or authors, our community and to our shareholders. So we had
                 a number of other meetings and then eventually our board of
                 directors put together a committee to study various
                 possibilities, and the committee, after having some
                 discussions within the management team and also with
                 investment bankers and lawyers and advisers, decided that
                 this makes the most sense, because it not only provides those
                 advantages that I mentioned, globalization, digitization,
                 more vitality to the company and giving it the ability to
                 grow and grow faster and to take advantage of some of the
                 synergies that this will bring in.

                 We also considered all of our stakeholders and how this will
                 benefit every stakeholder we have. Our authors will continue
                 to work with us to develop outstanding products. Our editors
                 and our salespeople will have

                 opportunities to continue to promote those publications. Our
                 community will be enriched within the passion for publishing
                 and for quality publishing, and management's commitment to
                 quality and being able to stay in Boston, and then, finally,
                 attractiveness to our stockholders.

L. Sarkus        Did they look at a full range of options to this transaction?
                 Did the special committee look at a full range of options?

N. Darehshori    Every possibility was considered, every possibility. You
                 know, most of us in this business spent all of our lives, I
                 have spent 35 years of my life in publishing. We know all the
                 players. Even though we know them very well, we did a great
                 deal of soul-searching and we found no other partner any
                 place in the world that has all of these qualities that I
                 mentioned within Vivendi Universal.

L. Sarkus        And who were the investment bankers advising the special

N. Darehshori    The investment bankers were on our side, JP Morgan and two
                 law firms, Scaddinart and Pat Bolder in our side. And their's
                 was Lazard and Cravath Scadden Aps

L. Sarkus        Thank you very much.

Coordinator      Our final question today comes from Dennis Semilink. Sir,
                 your line is open, please state your company name.

D. Semilink      I'm calling from Delta Securities in Netherlands. I have a
                 question, you were saying that some 70-75% of asset sales
                 would generate the necessary amount for the acquisition.
                 Could you give us a feeling of what other parts you would
                 generate for the necessary cash flow?

JM. Messier      We have not made the final decision there, so I'm not going
                 to mention. What I can tell you is that we've reviewed all of
                 the different options, which we believe are going to come to
                 100% coverage of the full enterprise value by asset sales
                 within our VUP portfolio, and I think that is very clear.
                 What we did make public is already covering three-fourths of
                 it. We will cover 100% of it by some, let's call them small
                 size supplementary arbitrage.

                 If I can just end this call by obviously thanking you for
                 joining us and by telling you that this acquisition not only
                 will strengthen our education business, that's fully in line
                 with the fact that in those entertainment fields,

                 unique to be both global and local, to benefit from global
                 leverage, but being local and multi-language content
                 providers, that's what we are going to be in the education
                 business, and to be committed on all support not one specific
                 or not several specific, but every single support that you
                 need to access to the customer. From those points of view,
                 this acquisition is fully fitting with the core of the
                 strategy of Vivendi Universal, to without disturbing
                 anywhere, our financial strength and adding additional EBITDA
                 and cash flow contribution to the group. That's why we think
                 that this is a great contribution to Vivendi Universal's

                 So, thank you very much for your attention and being part of
                 this call. Thank you, goodbye.