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.

                                                               Res. # 19041589
                                                     Moderator: Stephen DuPont
                                                         6/1/01 - 8:45 a.m. MT
                                                                        Page 1

                                 JUNE 1, 2001

Messier:          Along with me here is the Chairman and CEO, Nader
                  Darehshori. Nader, we are very pleased to be here together
                  today. Agnes Touraine who is in charge of all of Vivendi
                  Universal Publishing activities and my COO, Eric Licoys,
                  deserve specific recognition for the time, the dedication,
                  during this legal negotiation. So, I just want, before
                  asking Nader to present to you very quickly this transaction
                  of Houghton Mifflin. Just to replace this acquisition and
                  the strategy of Vivendi Universal. I just want to emphasize
                  for you three points. The first one is that we have decided
                  within Vivendi Universal to target selectively some key
                  edutainment content fields and we are looking to only one
                  thing in those key interplay edutainment content fields: we
                  want to achieve the word wide leadership in those. And we
                  will stay only in the fields where we can achieve this
                  worldwide leadership. After what I hope will be a very
                  successful acquisition of Houghton Mifflin where will we be?
                  The music, that's done. The movies, that's done. In the
                  games, that's done. Education, we're number two worldwide,
                  that's done. In sports, we are number one in Europe. So, as
                  you can see, this acquisition of Houghton Mifflin is a very
                  substantial, very important one which will allow us to be
                  very close to our target. We have five key fields of
                  entertainment content where we want to achieve worldwide
                  positions. We will be there after this acquisition. The
                  second point I want to stress is that the second target of
                  Vivendi Universal is to strengthen distribution and
                  aggregation reach, and here to progresses made over the last
                  few months that are just impressive. In terms of
                  distribution reach, if you start with the music side through
                  Duet, Yahoo and much more to come. If you stay on the music
                  side, the goal is with getmusic, Emusic and with the MP3.com
                  acquisition we have now all the needs, all the skills that
                  we need, including technology skills. And the technology
                  skills of MP3.com will be used not only for music but for
                  all our content. Just once a year, through the aggregation
                  of the Intel Network side, Vivendi Universal, that's more
                  than 200 million pages viewed per month. Now you can say
                  that Vivendi Universal is one very important player, one of
                  the leaders in terms of Web audience and definitely the
                  world leader in edutainment and entertainment Web audience.
                  That's the point on the distribution and aggregation skills.
                  If you look at Vizzavi, it took off a few months ago in the
                  U.K. in December, I'm pleased to report that we have no more
                  than 1.5 million registered users to Vizzavi in Europe and
                  we expect to be well ahead of the 2 million registered users
                  target that was our target for July. That's the second goal
                  of Vivendi Universal. The third one, six months after the
                  merger with Seagram and Canal+ our focus on executing and
                  implementing very quickly and efficiently the merger because
                  we are not only aggressively pursuing the implementation of
                  our strategy, we are also aggressively pursuing the
                  operational implementation of Vivendi Universal. I'm just
                  back less than one hour ago from Orlando where during three
                  days we had 400 managers of Vivendi Universal. It has been
                  an incredibly positive, dynamic, enthusiastic meeting. What
                  has happened there is just fantastic with the numbers of
                  people who have met with the members of dozens of specific
                  meetings between the different teams in order to develop new
                  products, new services, it has been incredibly positive. And
                  if I want to take only one example of early achievements in
                  terms of Vivendi Universal before going back to Houghton
                  Mifflin let

                  me tell you a little bit about The Mummy Returns. The Mummy
                  Returns is a wonderful movie. That's already today U.S. plus
                  international more than $250 million gross. It will go for
                  more than 500 we think on a worldwide basis. But for us, for
                  Vivendi Universal, The Mummy Returns is more than a movie.
                  The offshoots are the upcoming DVD and video sales, but it's
                  more than that. We have decided to make a spin-off of The
                  Mummy Returns with The Scorpion King which will be on the
                  screen in 2002. But it's more than that. We have committed
                  to assume the TV of The Mummy Returns. But it's more than
                  that. We signed 35 global consumer products licenses of The
                  Mummy Returns characters. But it's more than that. We have
                  now the Chamber of Doom attractions in all Universal theme
                  parks that we will continue to develop, but it's more than
                  that. We, in June we released the sound track of The Mummy
                  Returns. But it's more than that. It goes on the publishing
                  side. We published the translation in different languages;
                  the book translation of the story of the field. But it's
                  more than that. We already released the interactive game on
                  the Game Boy and it is coming on the Play Station 2. So
                  that's what The Mummy Returns is about. The only two pieces
                  which are still missing for The Mummy Returns are the
                  educational software based on the characters of The Mummy
                  Returns. I can imagine to have, for example, learning tools
                  for kids, translations and last but not least what I think
                  would happen personalizations of voice mail on the mobile
                  with ring tones welcoming you on the voice mail and saying
                  hi this is so and so I am pleased to welcome you on voice
                  mail. That's what Vivendi Universal is about. As I just want
                  to point out that the strengths of this group is in all
                  entertainment fields. To be able to reach customers on a
                  global basis through all platforms and through all devices.
                  And this is the achievement of Vivendi Universal's strategy.
                  And I think coming back to Nader, the Houghton Mifflin
                  acquisition in the education field is for us a part of this
                  entertainment activity. We were number one in Spanish
                  language. That's very important because Spanish language is
                  such a great market in the U.S., for example. We were number
                  one in Portuguese. We were number one in the exotic French
                  language. We were missing a strong position in the English
                  language and in the United States. Now with this
                  acquisition, we are going to be a strong number two on a
                  worldwide basis, and with Vizzavi, in the education field we
                  will have more access to customers, with more ability to
                  develop all content on different platforms, including
                  digitized educational software platform and with more
                  ability than our competitors to develop them in different
                  languages...just reflecting what the global world here has
                  to say about the world of cultural diversity. That's what
                  Vivendi Universal is about, that's where the Houghton
                  Mifflin acquisition is so fitting and fits so greatly in
                  this strategy. Nader, the floor is yours.

Agnes Touraine:   Thank you. Obviously, it's a great pleasure to be here to
                  present to you with Nader the acquisition of Houghton
                  Mifflin. It's really important for us at Vivendi Universal
                  Publishing and, again, we are very, very happy today with
                  the fact that we are going to be the number two publisher on
                  a worldwide basis. But let's go to the slides and tell you
                  that Vivendi Universal launched today its offer for Houghton
                  Mifflin at $60 per-share for total consideration of $1.77
                  billion with an average debt of $480 million. Again, we are
                  going to become number two worldwide in education. As you
                  know, number one is Pearson. Out of ten, we are number one
                  in front education, number one in Spain, number one in
                  Brazil. We do have also a very prominent position, we are
                  number one in Mexico with Grand Larousse and we do have in
                  product activity also in the U.S. with CD-ROM with Knowledge
                  Adventure and introducing a product with our educational
                  resources set forth. So all in all if we join our forces,
                  Houghton Mifflin and Vivendi Universal in education again,
                  we become number two. It's really key as of today because,
                  obviously, education is local, but it's becoming more and
                  more global with technology and Internet so our strategy,
                  again, is to leverage technology on the global basis while
                  at the same time being sure that we have local content. What
                  is important to know at a first glance, is

                  that the acquisition is to be largely refinanced by the
                  disposal of Vivendi Universal assets, and basically those
                  assets are the free sheets. The French activities of
                  distributing newspaper with advertising in newspapers are
                  free and they are distributed all throughout France, it's a
                  product activity. And we are going to divest also our trade
                  show activity and information businesses. The rationale of
                  this is those businesses are, obviously, very good; however,
                  they are very French and we don't see an opportunity with
                  this business to become really global and to have a perfect
                  fit with the Vivendi Universal strategy. So, first of all, I
                  would like here to thank sort of everybody, all the people
                  who are working with us. They have been doing an outstanding
                  job and, again, they will allow us to become a world wide
                  player in education and to become number two. Now I will
                  leave the floor to Nader in order to present Houghton
                  Mifflin. Thank you.

Nader Darehshori: Thank you, and yes, of course, we are delighted today to be
                  part of this growing and dynamic organization. It's my
                  pleasure to walk you through the slides that we have.
                  Houghton Mifflin was founded in 1832. It's a
                  well-established Boston-based company. Year 2001 budget for
                  revenues is $1.2 billion, which 97 percent is in the U.S.
                  and that's where within these roads will be very important.
                  We are primarily a U.S. publisher. This merger will make it
                  possible for us to be a global player. Our EBITDA margin is
                  25 percent of 2001 budget, which is a pretty attractive
                  margin. Market capitalization of $1.3 billion as of April
                  25, 2000, and we have 3,500 employees. We divide our
                  publishing into three different segments, K through 12,
                  kindergarten through 12 publishing is complimented by School
                  Division which publishes phrasal books and supplementals for
                  K through, kindergarten through sixth grades, and depending
                  on the program, sometimes sixth through eighth grades.
                  McDougal Littell is our secondary publishing arm, publishes
                  books for high schools and middle schools from grade six to
                  12. Grade Source Publishing, which is our new company
                  started in 1996 growing very rapidly in supplemental market.
                  They publish supplemental books for kindergarten through
                  grade 12. Sunburst, this is our technology company. They
                  publish mostly on CD-ROM platform and the Internet. They
                  have K through 12 publishing. And then Riverside Publishing
                  Company, which is our assessment arm. This is where we
                  develop well known tests such as Iowa Test of Basic Skills,
                  Woodcock Johnson tests, which is clinical tests, and then we
                  have start up called Klatspell. Higher education, we are the
                  fourth largest college publisher in the country and with Mr.
                  Massier's help, our goal is to be close to number one. It's
                  a dynamic division and our third segment is our trade and
                  reference publishing. It's where we publish trade books for
                  adults, children's books and dictionaries and reference
                  materials. Then, of course, we have computer adoptive
                  technologies. They are in business of developing products
                  for certification and actually more in technology
                  certification and credential emphasis. We, in school
                  publishing, our focus is in reading, language arts and
                  mathematics. One out of four children in America learn to
                  read from our reading materials. We are very well known and
                  respected in that field. Language arts or spelling is the
                  number one program in the country. Mathematics, we are
                  making great stride and we have a new program in California
                  and it's being received very well. We had a program last
                  year in math that did very well in California. These
                  disciplines roughly represent 75 percent of the elementary
                  school market nation wide, and that's why it's important to
                  be a player in this. 60 to 65 percent of Houghton Mifflin K
                  through 12 sales are derived from reading and language arts.
                  16 percent of Houghton Mifflin came K through 12 sales
                  derive from mathematics. In K through 12 we are the leader
                  in mathematics in literature and in social studies,
                  especially world history and American history. This is a
                  very dynamic area for us. It's growing. The industry is
                  growing rapidly and we're growing faster than industry. In
                  assessment, as I mentioned, through our Riverside we publish
                  the Iowa Test of Basic Skills. These are standardized
                  national norm tests. We also develop Stanford Bennett
                  intelligence test and

                  as I've mentioned, Woodcock Johnson Clinical Test in our
                  Riverside company. In Sunburst, we concentrate also on
                  language arts and mathematics program. Our supplemental
                  division, Great Source, we're also well known and respected
                  in the areas of language art and mathematics and,
                  increasingly, we are beginning to develop programs for
                  summer schools, reading and mathematics. College we are
                  either not in a discipline or when we are in a discipline,
                  we are formidable competitors in that discipline. For
                  example, out of 36 disciplines in college, we are only a
                  player in 18 of them, and we are either number one or two or
                  at least number three. For example, we are number two in
                  history, number two in foreign languages, and so on, but we
                  are not a player in physics, engineering and so on. In trade
                  and reference division, this is where the company started in
                  1832. We are recognized for quality and outstanding
                  publications. In our early history, we published some of the
                  most well known American guidance and today we also publish
                  some of the really well-known American writers. Fictions,
                  biographies, autobiographies and so on. Our children's
                  publications in this division are very well know and
                  respected immensely. Through this division we publish
                  Curious George books. For 50 years, they have been one of
                  the most successful books for children. And recent and
                  contemporary writers such as Chris VanOsburg and David

Messier:          OK. I think, I guess that we, the offer price slide is self
                  explanatory, so you can come back with the price bench mark

Agnes Touraine:   Just if you want to say that I would like to thank Nader and
                  the team. I think they are all a very good team of Houghton
                  Mifflin here with us today and, again, we have been very
                  impressed by the team within Houghton Mifflin. We have
                  gotten along very, very well. And, obviously, we do share
                  the same objective, which means quality education and
                  working all together in order to build, again, a worldwide
                  company. [unintelligible] is a price bench mark. Again, what
                  we said earlier, this sort of consideration is $2.2 billion,
                  which means 1.9 times 2001 saved, 7.7 times 2001 EBITDA
                  before mergers and we are going to say a few words about
                  synergy in a few minutes. 10.7 times 2001 EBITDA
                  amortization and before the merger, but you know in this
                  industry you have EBITDA before amortization and after
                  complete amortization. Our synergy, I will describe again of
                  2001 EBITDA. If you can -

Messier:          Let's go directly to synergies

Touraine:         OK.  So -

Messier:          You will come back to price bench mark if any questions are

Touraine:         So, the acquisition and synergy continue to make up synergy
                  of $14 million. Looking at all the synergy, we could do it
                  together, the most obvious ones are in production. They're
                  obviously, now being a little bit more than a $2 billion
                  company we can, obviously, have economies of scale in
                  printing and binding. And especially people are going to
                  develop international export from the U.S. we do have a
                  better price in paper and printing outside of the U.S. But
                  in any case, we can have a lot of savings in production and,
                  obviously, in the the division costs, [unintelligible] and
                  transportation and because we do have a preferred supplier
                  with Vivendi Universal and because there's a side of the
                  group that we may have immediate synergy on logistics but
                  this amount of a total $20 million that we commit to do in
                  the coming 18 months. As part of synergy which is kind of
                  important is the whole situation of our U.S. operations and
                  basically this is the operation we do have in California,
                  but, as I say, in more than two years we would have in
                  software which was education and games, that's doing very,
                  very well, however, we may think of having the education
                  activity which is basically Knowledge Adventure and
                  educational Web surfers

                  reporting directly to Boston to Houghton Mifflin, that means
                  that we would save immediately operation in headquarters in
                  California. And this would amount to $20 million. And for
                  example we do have set forth selling educational products to
                  schools with Houghton Mifflin around 700 people selling to
                  schools and, obviously, we may have synergy, obviously, on
                  this kind of activity also. Last point of synergy is G&E.
                  Within Houghton Mifflin, Houghton Mifflin is not going to be
                  any more an interested company. So, that will save some
                  money, obviously, and Houghton Mifflin will benefit of the
                  support of Vivendi Universal and especially in terms of tax,
                  cash management and so on, so immediately we will be able to
                  reduce some of the costs on a corporate level and we will
                  save some G & E. So, this is on the cost side. On the
                  revenue side, obviously, we do have a lot of things to do
                  all together and combining our operation all over the world,
                  as one of the top priorities is digital television. We are a
                  little bit, probably a little bit more advanced in Europe in
                  terms of digital television. It's absolutely key for us. We
                  probably believe that what's a key production and
                  distribution is going to be the name of the game for
                  education and the publishing activity is going to be three
                  to five years. So that means that we have to be ready in
                  this field. That means that all the books and all the
                  content should be produced in a digital format. As you know,
                  we should agree on the digital format which is
                  [unintelligible] one. So, it's a key priority and in this
                  field we can work on a world wide basis in order not to
                  reinvent the wheel and not reinvent every time on digital
                  adaptation process. We also have immediate revenue synergy
                  in [unintelligible]. We do have [unintelligible] between our
                  publishers in Europe and South America so, this will be
                  expended immediately on the U.S. operations. And, obviously,
                  we also have a very important opportunity in content
                  combinations and international operations [unintelligible]
                  content combination. As you know, it's more and more
                  education in publishing is going towards customization so
                  it's important again in having local content, but being able
                  sometimes to combine some of the content even in the U.S.
                  basis and probably with some international content. That is
                  very important also Houghton Mifflin is a 97 person U.S.
                  company with little international exposure. We probably
                  believe that in the very short term, that some of the
                  content of Houghton Mifflin can be, obviously, be used in
                  South America and Europe. As a second point of revenue
                  synergy technology and Internet related costs what we talked
                  about a few minutes ago, we did invest $100 million in
                  education.com, our Web site. Education.com did open three
                  months ago in the U.S. and Germany, in England and in
                  France. It will open soon in Spain and in Brazil.
                  Education.com is going to be immediately put with Houghton
                  Mifflin and, obviously, we will leverage and based on what
                  we have been doing in education.com with Houghton Mifflin
                  content. On the Internet-related costs, again, Houghton
                  Mifflin has been invested around $100 million of last year.
                  It will be really good now to rationalize all the
                  investment, again, on the worldwide basis making sure that
                  we are going to use the engine or to redo education.com but
                  are going to use the same tools in order, again, to avoid
                  rebuilding engine tools and so on by country by country and
                  we do think that we do have immediate cost synergy but also
                  revenue synergy here. So, that means that we do commit to
                  have a $75 million synergy in the coming 18 months.
                  Allright, what we said early here which is very important is
                  acquisition will be financed by -

Messier:          - - we will go back to questions I'm thinking yes because we
                  really need to give you the floor, and I think that's on the
                  strategic rationale. Perhaps you are to commence a little
                  bit this one and then we go to the Q and A?

Touraine:         Yes. So, divesting our operation fund that means that on the
                  strategic basis we are going to move from a typical business
                  which is a magazine and trade show mostly financed by
                  advertising to a long-term steady growth as the education
                  market is growing in the U.S. around six to nine percent per
                  year. This is a good point, we are going to use

                  entertainment, and we are going to benefit from the value of
                  the synergy which I talked about, and even Vivendi Universal
                  Publishing is now completely refocused on three markets
                  which is education being number two world wide with 2.3
                  billion sales, the games activity we are number two world
                  wide on PC and number one world wide online with $400
                  million in sales and the health activity where we are a
                  worldwide leader with $400 million sales.

Messier:          Thanks for being with us today, this morning. So, who wants
                  to raise the first question?

Man:              What you said on the disposal of professional price is
                  obviously of great interest in France. So, could you give us
                  more detail, how much it represents, so many people with
                  that, and also who are you going to sell the operations to?
                  Are you in talks already? Thank you.

Touraine:         OK, so basically, I'll answer your last question, to whom
                  are you going to sell?

Messier:          Why not the usual answer. We sell to the best offer. Period.

Man:              Do you want to make further comments on the first part of
                  the question?

Touraine:         So, basically, we are going to divest what is called the
                  information division which is magazines related to a lot of
                  b-to-b fields like IT field, building services and so on.
                  Acupuncture for instance, as you know, we are going to
                  divest our trade shows and again our free sheets. OK. To
                  answer your question the free sheet activity 3,000 people
                  and there is activity in total in around 2,000 people. Total
                  is around a billion Euro activity.

Messier:          I just want to add: we made disposals within the group which
                  has been many times over the last few years throughout
                  [unintelligible] which is now very close to being fully
                  completed. It's clear that we have as a first criteria
                  social consequences and the ability of making those
                  disposals with a great respect for any single employee
                  working in those activities. That's obviously no more than
                  before, but as much as before, first priority in any
                  discussions that we will conduct for these disposals, and I
                  assume that over the last four, five years, disposals within
                  Vivendi Universal's group present 25 million Euros or so.
                  You never heard of any social difficulty in the process of
                  [unintelligible] teachers. This is where we made with the
                  same attention in that case.

Al Klondening:    All Klondening from the Associated Press. Do you have any
                  plans for job cuts at Houghton Mifflin. If so, how deep and
                  over what period of time?

Touraine:         First of all, we don't have any plans. Again, what I think
                  is really good in this operation is really a win/win
                  operation. Again, we don't have any text book or school
                  activity in the U.S. besides, again, distributing some
                  CD-ROMs to schools. So, we are not merging company in the
                  U.S. so there is no reason to check head counts or whatever.
                  On the contrary, again, Houghton Mifflin will be the home of
                  all our education activity in the U.S. and especially having
                  probably, again, very [unintelligible] with Knowledge
                  Adventure in California and Houghton Mifflin. So, no, there
                  is absolutely no plans for cuts. There's absolutely no need
                  for cuts. The operation we do with Houghton Mifflin is here
                  to build, again, a number two worldwide operation and
                  additional publisher and with the hope to become number one,
                  OK, very soon. So, no, the priority is not to cut, the
                  priority is to develop.

Man:              [unintelligible] French Newspaper. Obviously, your goal is
                  to become number one in this education publishing business.
                  How do you intend to reach that goal? Are you

                  thinking of further acquisitions in the U.S.? And secondly,
                  if I may, could you give us a price range on what you expect
                  from the sale of the French assets?

Messier:          I'm going to answer to those questions. We will be number
                  two on a worldwide basis, very close to number one. That's
                  being really the only global multi-language educational
                  publisher and being the only one strong on every support
                  including Internet and educational software. I think that
                  based on this competitive advantage in terms of support and
                  multi-languages, we clearly hope through organic growth to
                  become very soon number one, but not number two, just number
                  one in the educational field. We intend - -

Messier:          - - last piece that we were looking for in order to complete
                  and to have every reading skills in the parameter in the
                  scope of the group to be the worldwide leader in education.
                  On your second question, on price, I'm not going to give you
                  an indication because I hope that every indication that we
                  had in mind is going to be taking more time to skills of
                  [unintelligible] largely overbidded and what I can tell you
                  is that the idea is very simple. Through the arbitrage in
                  our publishing portfolio and the Vivendi Universal
                  portfolio, we will fully finance the acquisition of Houghton

                  Are there questions from the floor or not?

James Harding:    Hello. James Harding from the Financial Times. I have two
                  questions if that's OK. I just wanted to clarify, as part of
                  your disposal, are you also going to be selling the other
                  part of what you classified as the other part of Houghton
                  Mifflin, the consumer publishing business, and what does
                  that mean for the consumer publishing business if you are
                  for Vivendi Universal publishing? And the second question is
                  for Mr. Messier, you said that you've got 1.5 million users
                  of Vizzavi. You've committed $800 million to that. Is that a
                  very good new start as part of the progress of Vizzavi, and
                  given the efforts you're putting behind Yahoo, it suggests
                  that you are more enthusiastic about Yahoo than you are
                  about Vizzavi. Thank you.

Touraine:         I'm not really sure about the difference in the question. We
                  don't intend to sell anything within Houghton Mifflin. If
                  your question is related to the trade and reference
                  division, obviously not. As you know, literature within CUP
                  as of today would be $160 million in Europe. The trade and
                  reference division with Houghton Mifflin is a little bit
                  above $100 million. We are very, very excited about joining
                  our forces here because, again, it is also becoming global
                  and I must tell you that yesterday I was with our French
                  trade division and they get very, very excited about it. And
                  the last point is the trade division within Houghton Mifflin
                  is doing an outstanding job and I'm sure you know better
                  than even me all their books and the authors, so, no there
                  is absolutely no point to sell the trade division. What we
                  sell in France is a b-to-b activity. There is no point to do
                  any divestment on consumer activities.

Messier:          Two months ago you could say OK Vizzavi that's only 200,00
                  registered users, that's very disappointing. You cannot say
                  that anymore. A few months ago we said we do expect to have,
                  by summertime of 2001 two million registered users. We are
                  going to be well ahead of that, which means that by
                  summertime 2001 in terms of European registered users,
                  Vizzavi is going to be clearly in the top three of the
                  European sites, and I think you just have to look at the
                  figures. Just look to the take-off. Zero in December to
                  100,000 in January, more than 1.5 now at the beginning of
                  June. I think we will be close somewhere in the summertime
                  to 3 million registered users, and I do think that this
                  trend will continue with the different openings of the
                  different countries in Europe. So, I give you a small
                  roundup every three months. We give figures of penetration
                  growth of

                  Vizzavi, and I think that more and more this question about
                  how disappointed are you is going to disappear and you will
                  have more and more difficulty to ask it in the same way.
                  Obviously, we are very pleased and especially pleased in the
                  states with the relationship built with Yahoo on the music
                  field. We strongly believe that we can develop other
                  relationships with Yahoo. We strongly believe that the
                  distribution agreement is only a starting point which is
                  also showing that Yahoo is modifying its view on Internet
                  business models going more and more about selling content,
                  billing customers, offering in-subscriptions. We like that.
                  That's the business model we believe in the Internet field
                  and Yahoo is a great brand, a great community, a great
                  distribution access. We will take every opportunity to
                  develop commercial relationships with Yahoo and we will
                  continue to do so along with Jerry Young and Teresa

Sandra Abrams:    I'm Sandra Abrams with CNN. I have a question. You've
                  obviously been on an acquisition spree. What's missing that
                  you would like to have as part of your empire. What's next
                  for you?

Messier:          We spent three days about speaking of internal synergies and
                  as I said to my people ending the Orlando meeting, I'm the
                  happiest man on earth by sharing and managing this wonderful
                  group and this wonderful team. The only thing I can just
                  raise, look to what are Vivendi Universal's goals. We want
                  to be in five key entertainment fields. We want to be the
                  worldwide leader. Music, done. Movies, done. Games, done.
                  Education, thanks to Houghton Mifflin, done. Sports, thanks
                  to our partnership with Canal+, number one in Europe. So,
                  clearly from that you can assume that our first priority is
                  to execute this merger and the creation of Vivendi Universal
                  and to encourage all organic growth. Do not wait for major
                  acquisitions within Vivendi Universal in the coming months.
                  You would be disappointed.

Messier:          I hope that this is, obviously, a proposed acquisition. I
                  think that there are two things important in the offer that
                  we are launching today. The first one is that the price is
                  the full price. A very nice price, and I think the price
                  which that's normal, yes, giving the true value to Houghton
                  Mifflin shareholders. I think that this is justified by the
                  fact that we clearly can bring huge synergies, $75 million
                  at the EBITDA level represents one fourth of the existing
                  EBITDA of Houghton Mifflin. So we do think that this is a
                  very strong proposal to Houghton Mifflin shareholders. And
                  the second point is that in those businesses where creation,
                  where teams are so important, I'm a strong believer in
                  friendly transactions. The fact that this transaction has
                  been unanimously recommended by the two boards. The fact
                  that we have discussions and extensive meetings with all the
                  management teams of Houghton Mifflin, that we feel totally
                  comfortable with this management team, that we get the
                  feeling that will show to an extent looking to the future,
                  not only Nader but all his team was saying if we have to
                  join one group one day, the best choice would be Vivendi
                  Universal. I think that this is also very important in order
                  to ensure the success. When you are buying companies whose
                  main assets is people, you better be friendly and welcomed,
                  that's the case.

Operator:         Our first question comes from Daniel Golden with the Wall
                  Street Journal. Please go ahead with your question.

Daniel Golden:    Thank you. You mentioned that Vivendi now becomes second in
                  the world wide educational publishing market. I was
                  wondering what its position will be in the U.S. market. I
                  don't think Houghton Mifflin is quite as high as second.
                  Could you say where you'll now stand in the U.S. K-12
                  market, in the college text book market and in the
                  standardized testing market in terms of market share and
                  relative position?

Messier:          OK, the question is about our market share position in the
                  U.S. after this acquisition where, obviously, I think that
                  the answer has to be both that the U.S. market, the Spanish
                  market, we are number one there. English market, we're,
                  through Houghton Mifflin, as Nader stated we will lead
                  depending on the different lines of product that you
                  consider between number one and number four in the English
                  language. And school publishing we are number three. Third
                  largest school publisher.

D. Golden:        I see.

Nader:            Within that, we are number one in reading, number one in
                  spelling, and number three in mathematics. In secondary
                  school, we are third largest secondary school publisher.
                  However, in secondary school, we are number one in
                  mathematics, number one in foreign languages, number one in
                  literature, and number one in American history and world
                  history. In college, we are number, fourth largest college
                  publisher. However, we are at number two in the history and
                  number two in foreign languages, number one in introductory
                  mathematics and so on. So wherever we play, wherever we are,
                  we are either number one or number two, at minimum number
                  three. We have had no problem competing in the marketplace
                  in any of those disciplines that I mentioned. In
                  supplemental, we are fastest-growing, even though we are
                  number eight supplemental publisher. We are fastest growing
                  supplemental publisher in the country. When average industry
                  growth was 14 percent, we grew over 24 percent in the last
                  five years. We are third largest assessment publisher. And
                  there we are number two in clinical testing and number three
                  in standardized tests.

Messier:          And we can add number two in educational software, number
                  one on-line offers.

Touraine:         Yes, subjectively, we are combining again, Learning
                  Adventure and our interactive distribution. We do have more
                  than $200 million in the U.S. and to answer your question
                  really is to say that after the merger or after the
                  application our total revenue for education will be 50
                  percent in the U.S. and 50 percent in Europe and the rest of
                  the world. And, again, I think we're the only one, or will
                  be the only one, to have such a position as being able to
                  have operations all over the world with a very good
                  equilibrium between Europe, rest of the world and the U.S.

Nader:            I think what is important to realize is that this
                  digitization that we are facing, content digitization, make
                  it possible for publishers to be global companies. And I
                  think with Houghton Mifflin joining Vivendi Universal we
                  will be able to take advantage of that expertise in
                  digitization and also their presence and visibility
                  internationally to take some of our contents and make it
                  available on line around the world.

Messier:          I think that we can take perhaps another question over the
                  phone. And I do suggest that after Houghton Mifflin
                  questions if you have any other questions relating to
                  specifics to Vivendi Universal I would be pleased to answer
                  them. Can we go to the phone one more time?

Operator:         Our next question comes from Greg Gatlin with the Boston
                  Herald. Please go ahead with your question.

Greg Gatlin:      Hi, my question is for Nader. Nader, it's my understanding
                  that you had indicated back in December that a sale of
                  Houghton Mifflin was not necessarily the best way to
                  maximize shareholder value and I'm wondering what changed
                  between then and now and why the sale now?

Nada:             First of all, I found that Vivendi Universal offers great
                  possibilities for Houghton Mifflin going forward. Secondly,
                  they made an offer that I thought our stockholders would be
                  immensely happy with. So, those two factors and the fact
                  that I, through my many meetings with Vivendi management and
                  their chairman, I came to a conclusion that their goal for
                  future and their commitment to quality is the same as at
                  Houghton Mifflin. So, those reasons were for our decision to
                  move forward for this possibility with Vivendi Universal.

G. Gatlin:        Did you have a sense that you - - can I just follow up on
                  that question?

Touraine:         It's going to be $2.2 billion in total. That means compared
                  to Vivendi Universal in total -

Messier:          -- communications are going to be close to $6 million Euro -

Touraine:         Yes, it's 2.2 out of 13 billion. Again, what we will have
                  after the completion if it happens, we will have basically
                  again, the education division within the VUP for 2.2, the
                  game division for $0.4 million and the health division for
                  $0.4 million. So, in total, Vivendi Universal Publishing is
                  going to be education. Obviously, again, activity is very,
                  very important for all of us, and we do have a lot of
                  synergies between games and education, especially on the IT
                  side and the [unintelligible] side for education and in the
                  health business we are number three or number two on a
                  worldwide basis. It's a very important business for us also.
                  So, basically, Vivendi Universal Publishing is going to be a
                  $3 billion Euro operation.

Messier:          And on the timing, that's normal time table so we do not
                  expect any specific problem in specific regular
                  [unintelligible]. We think and we are working on the
                  shortest timetable as possible in that kind of situation.

Tod Hullin:       Ladies and gentlemen, thank you very much.

Messier:          Thank you.