Showtime: with the purchase of Vivendi Universal Entertainment by NBC about to close, both sides are bracing for the transition.

NBC's $14 billion deal for Vivendi Universal Entertainment is expected to close in the coming weeks, and both sides are bustling to iron out issues of operational control.

General Electric Co., merging its 80 percent stake in the movie studio, television and theme park business into a renamed NBC Universal unit, has already begun shuffling executives and touting the economies of the new business.

Earlier this month, Jeffrey Immelt, GE's chairman and chief executive, said in a first-quarter conference call with analysts that the combined operations would generate an operating profit of $2.4 billion on revenues of $12 billion this year. Next year should be even better, he said, with operating profit rising to $3.1 billion on $15 billion in revenues.

Against that backdrop, Vivendi has been looking to get its house cleaned up in preparation for the new owners.

Chief among the tasks is coming to terms with Barry Diller, who together with his New York-based InterActiveCorp has a 6.9 percent stake in Vivendi Universal Entertainment.

While both NBC and Vivendi executives say they are confident that the deal will close in the second quarter, perhaps as soon as May, Vivendi has argued in court that Diller is trying to hold up the transaction.

At the heart of the dispute are the veto powers over the sale of Vivendi Universal Entertainment that Diller gained when he merged his USA cable network into a Vivendi unit in 2002. Both sides have sued in a battle over whether Vivendi has satisfied its obligations to Diller and removed his veto power.

The Delaware Chancery Court, where Vivendi filed suit last month, said it would hear the case next month. An InterActiveCorp spokesman said Diller would not comment on the litigation.

While Diller's matter with Vivendi Universal has the potential to slow down the deal, it's not expected to stop it.

"I think what appears to be significant is really an ancillary dispute," said Arnold Peter, head of entertainment and media practice at Lord Bissell & Brook.

Though the case could still be before the court for a while, a deal between Vivendi and Diller could be struck in some form of equity participation plan in the new NBC Universal entity, said Peter.

"Don't forget, Barry Diller is the consummate deal maker," he said. "This deal is just too large."

NBC and Universal officials declined to comment on the deal, citing a self-imposed quiet period.

"It's going smoothly," said Sue Fleischman, senior vice president of corporate communications for Universal. "We expect it to be on track to close during the second quarter of 2004."

While GE, based in New York, and Vivendi, in Paris, await the final resolution of the Federal Trade Commission's six-month review of the deal and the Delaware court's decision, executives in Los Angeles are left biding their time.

In the conference call, Immelt said that the combined NBC Universal unit would see $100 million in savings this year and another $300 million in 2005.

"There's a lot of anxiety (at Universal)," said Peter. "NBC and Universal are looking at virtually every position. For this to be a success the operating costs of the new company have to be lower."

Most likely, layoffs would come from areas at Universal and NBC that don't directly benefit the bottom line, he said, such as legal, financial and human resources jobs.

"If I was in one of the distribution departments or marketing or PR at either one of those places, I would be shivering in my boots because that's where the real bloodletting is going to go," said Michael Lazo, an agent at Los Angeles talent firm Paradigm. Lazo has negotiated with the studio on several recent releases, including "Along Came Polly" and "Seasbiscuit."

Even so, one senior official at Universal insists that the company's cost savings will not come through layoffs. Some could result from real estate sales and squeezing better deals from vendors.

NBC began preparing for the merger in December when it restructured its top management ranks. The network tapped the National Security Council's former communications director, Anna Perez, to become chief communications executive effective May 1.

In December, Jeff Zucker, president of NBC Entertainment, was given a wider portfolio that includes NBC News and cable outlets MSNBC and CNBC. Zucker is expected to take responsibility for Universal's television unit, which produces "Law & Order," "The District" and "American Dreams."

Ron Meyer, who now oversees all of Vivendi Universal Entertainment, is expected to run the movie studios and the amusement park division. Both men would report directly to Bob Wright, NBC's chief executive.

How long Meyer's responsibilities will include the theme parks is a question. Wide speculation suggests that Universal officials would sell off the park division, which counts four theme parks around the world: Los Angeles; Orlando, Fla.; Port Aventura, Spain; and Tokyo.

One contender: New York-based private equity firm Blaekstone Group.

"The Blackstone Group was a partner with Universal in its Orlando parks," said Peter. "So they're very aware of this business and very good at managing this business. They've obviously been named as one of the contenders. Then there's other private equity groups of individuals that are rumored."

Blackstone spokesman John Ford declined comment.

Still, there's a sense at Universal that officials won't be looking to sell off the amusement park assets soon.

"(The amusement parks) may be on the auction block," said a knowledgeable source. "They're not going to sell those things at the bottom of the market."