View:
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 8, 1998
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-____
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
---------------
Delaware 13-1024020
(State or other (I.R.S. Employer
jurisdiction Identification
of incorporation No.)
or organization)
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
NICHOLAS J. CAMERA, VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
The Commission is requested to mail signed copies of all
orders, notices and communications to:
Theodore H. Paraskevas, Esq. Barry Fox, Esq.
The Interpublic Group Cleary, Gottlieb, Steen
of Companies, Inc. & Hamilton
1271 Avenue of the Americas One Liberty Plaza
New York, New York 10020 New York, New York 10006
212-399-8000 212-225-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes
effective.
---------------
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. |_|
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. |X|
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant
to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the
same offering. |_|
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. |_|
---------------
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Title of each Proposed Proposed Amount
class of maximum maximum of
securities Amount to offering aggregate regis-
to be to be price per offering tration
registered registered share* price* fee
- -----------------------------------------------------------------
Common Stock,
par value $.10
per share (and
related Rights
(the "Rights")
to purchase
Series A
Cumulative
Participating
Preferred
Stock without
par value
issuable in 1,555,582
certain shares
circumstances (and an
with the equal
shares of number of
Common Stock) Rights) $59 13/16 $93,043,248 $27,448
- -----------------------------------------------------------------
* Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, and based on the average
of the high and low prices of the Common Stock on the New
York Stock Exchange on July 6, 1998.
---------------
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its Effective
Date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
=================================================================
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR +
+ AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE +
+ SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE +
+ COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS +
+ TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION +
+ STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT +
+ CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER +
+ TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY +
+ STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+ UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE +
+ SECURITIES LAWS OF ANY SUCH STATE. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated July 8, 1998
Prospectus
1,555,582 Shares
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Common Stock, $.10 par value
This Prospectus relates to (i) 1,555,582 shares of common
stock, par value $.10 per share (the "Common Stock"), of the
Interpublic Group of Companies, Inc., a Delaware corporation (the
"Company"), and (ii) related rights (the "Rights") to purchase
Series A Cumulative Participating Preferred Stock, without par
value, issuable in certain circumstances with the shares of
Common Stock. References herein to the Common Stock will
generally include the related Rights. All of the shares of the
Common Stock offered hereby are being sold by certain
stockholders of the Company identified herein (collectively, the
"Selling Stockholders"). The Company will not receive any
proceeds from the sale of shares of Common Stock by the Selling
Stockholders. The Common Stock is listed on the New York Stock
Exchange (the "NYSE") under the trading symbol "IPG." On July 6,
1998, the last reported sale price of the Common Stock on the
NYSE was $59 3/4 per share. See "Price Range of Common Stock."
The Company has listed the Common Stock to which this Prospectus
relates on the NYSE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company has agreed to bear certain expenses (excluding
any underwriting fees, expenses, discounts or other costs payable
to any underwriter, broker or dealer) in connection with the
registration and sale of the Common Stock being offered by the
Selling Stockholders, estimated to be approximately $51,448. The
Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the
Securities Act of 1933, as amended (the "Securities Act").
The Selling Stockholders and any broker-dealers or agents
that participate with the Selling Stockholders in the distri-
bution of the Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commissions
received by them and any profit on the resale of any Common Stock
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The date of this Prospectus is July , 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). The Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of which this
Prospectus forms a part, as well as such reports, proxy
statements and other information filed by the Company with the
Commission, can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices in Chicago, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and in New York,
Seven World Trade Center, 13th Floor, New York, New York 10048.
Copies of this material can also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants who
file electronically with the Commission. In addition, the Common
Stock of the Company is listed on the NYSE and the aforementioned
material can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
The Company has filed the Registration Statement with the
Commission in Washington, D.C. with respect to the Common Stock
offered hereby. This Prospectus constitutes a part of the
Registration Statement and does not contain all the information
set forth therein, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. Any
statements contained herein concerning the provisions of any
contract or other document are not necessarily complete and, in
each instance, reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. For further
information regarding the Company and the securities offered
hereby, reference is made to the Registration Statement and to
the exhibits thereto.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by the Company
with the Commission pursuant to the Exchange Act are incorporated
and made a part of this Prospectus by reference, except as
superseded or modified herein:
1. the Company's Annual Report on Form 10-K for the
year ended December 31, 1997;
2. the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998;
2
3. the Company's Current Reports on Form 8-K dated
January 7, 1998, April 3, 1998, April 22, 1998, April 24,
1998, May 4, 1998, May 11, 1998, May 14, 1998, May 29,
1998, June 1, 1998, June 3, 1998 and July 1, 1998;
4. the Company's Proxy Statement for the 1998 annual
meeting of stockholders; and
5. The description of the Common Stock contained in
its registration statements on Form 8-A, dated June 29,
1971 and October 8, 1975, respectively, as amended on Forms
8, dated February 24, 1983, June 12, 1984, September 13,
1984, June 25, 1985, July 15, 1987 and May 19, 1988, and
the description of the Rights currently traded with the
Common Stock contained in the Company's registration
statement on Form 8-A, dated August 1, 1989, and amended on
a Form 8, dated October 3, 1989, filed under Section 12 of
the Exchange Act, including any subsequent amendments or
reports filed for the purpose of updating such description.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Prospectus and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and made a part
hereof from the date of filing of such documents, except that the
information required by Item 402 (i), (k) and (l) of Regulation
S-K under the Securities Act and included in any such document is
not incorporated herein. Any statement contained in this
Prospectus or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that
a statement contained herein or therein or in a subsequently
filed document, that also is or is deemed to be incorporated by
reference herein or therein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus is delivered, upon
the written or oral request of any such person, a copy of any or
all of the documents referred to herein under the caption
"Incorporation of Certain Documents by Reference" which have been
or may be incorporated by reference in this Prospectus, other
than exhibits to such documents unless such exhibits are
specifically incorporated by reference into the information
incorporated into this Prospectus. Requests for such copies
should be directed to Nicholas J. Camera, Esq., Vice President,
General Counsel and Secretary, The Interpublic Group of
Companies, Inc., 1271 Avenue of the Americas, New York, New York
10020 (telephone: (212) 399-8000).
THE COMPANY
The principal executive offices of the Company are located
at 1271 Avenue of the Americas, New York, New York 10020
(telephone: (212) 399-8000).
3
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Common Stock offered hereby. See "Selling
Stockholders."
4
COMMON STOCK PRICE RANGE AND DIVIDENDS
The Company's Common Stock is listed on the New York Stock
Exchange under the symbol "IPG." The table below shows the range
of reported last sale prices on the New York Stock Exchange
Composite Tape for the Company's Common Stock for the periods
indicated and the dividends paid per share on the Common Stock
for such periods. Sales prices and per share amounts have been
adjusted to reflect a three-for-two stock split paid in the form
of a stock dividend on July 15, 1997.
Cash
Common Dividends
Stock Price Declared
-------------- Per
High Low Share
---- --- -----
Year ended
December 31, 1995
First Quarter $24 11/12 $21 7/12 $.093
Second Quarter 26 23 1/2 .103
Third Quarter 26 2/3 24 .103
Fourth Quarter 28 11/12 24 11/12 .103
Year ended
December 31, 1996
First Quarter 31 1/2 26 2/3 .103
Second Quarter 33 1/6 30 5/12 .113
Third Quarter 32 1/3 27 5/6 .113
Fourth Quarter 33 1/3 29 7/12 .113
Year ended
December 31, 1997
First Quarter 36 7/12 32 1/4 .113
Second Quarter 41 5/12 35 1/12 .130
Third Quarter 50 5/16 40 7/8 .130
Fourth Quarter 52 9/16 45 3/8 .130
Period ended
July 6, 1998
First Quarter 62 5/8 48 1/4 .130
Second Quarter 64 1/2 55 5/16 .150
Third Quarter
(through July 6) 60 7/16 59 9/16 -
5
SELLING STOCKHOLDERS
The following table sets forth certain information with
respect to the Selling Stockholders, including (i) the name of
each Selling Stockholder, (ii) the number of shares of Common
Stock beneficially owned by such Selling Stockholder prior to the
offering, (iii) the maximum number of shares of such Common Stock
to be offered by such Selling Stockholder hereby and (iv) the
number of shares of Common Stock to be beneficially owned by such
Selling Stockholder assuming all of the shares of such Selling
Stockholder covered by this Prospectus are distributed in the
offering. No Selling Stockholder beneficially owns one percent
(1%) or more of the Company's issued and outstanding Common
Stock. Because the Selling Stockholders or their transferees may
offer all, a portion or none of the Common Stock offered pursuant
to this Prospectus, no estimate can be given as to the amount of
Common Stock that will be held by the Selling Stockholders upon
termination of the offering. See "Plan of Distribution."
Number of
Shares to be
Beneficially
Number of Owned after
Shares Maximum Offering
Beneficially Number of Assuming
Owned Prior Shares All Shares
Name of Selling to the to be Offered are
Stockholder(1) Offering Offered Distributed
- -------------- ------------ --------- ------------
John M. Connors, Jr. 1,233,250 554,962 678,288
Michael E. Mullowney and 119,581 53,812 65,769
Thomas F. Ryan as
Trustees of the John M.
Connors, III Trust -
1986, u/i April 29, 1986
Michael E. Mullowney and 119,579 53,811 65,768
Thomas F. Ryan as
Trustees of the Timothy
Connors Trust - 1986,
u/i April 29, 1986
Michael E. Mullowney and 119,581 53,812 65,769
Thomas F. Ryan as
Trustees of the Suzanne
Connors Trust - 1986,
u/i April 29, 1986
Michael E. Mullowney and 118,308 53,239 65,069
Thomas F. Ryan as
Trustees of the Kevin
Connors Trust - 1986,
u/i April 29, 1986
Stever H. Aubrey 7,880 6,661 1,219
Frederick J. Bertino 76,854 64,958 11,896
6
Number of
Shares to be
Beneficially
Number of Owned after
Shares Maximum Offering
Beneficially Number of Assuming
Owned Prior Shares All Shares
Name of Selling to the to be Offered are
Stockholder(1) Offering Offered Distributed
- -------------- ------------ --------- ------------
J. Terence Carleton 75,278 63,626 11,652
Brian T. Carty 18,914 15,987 2,927
Deborah F. Martin 7,881 6,662 1,219
Kim A. Mayyasi 13,397 11,324 2,073
John F. Mills 18,914 15,987 2,927
Joseph E. Norberg 76,854 64,958 11,896
Robert S. Scalea 18,914 15,987 2,927
Michael J. Sheehan 14,186 11,991 2,195
R. Scott Cheyne 9,677 8,094 1,583
Dennis G. Farrington 11,278 9,464 1,814
Margaret Boles 1,329 1,104 225
Fitzgerald
Julianne Desisto 379 306 73
Karen M. Agresti 400 327 73
Carmichael Lynch, Inc. 365,193 329,306 35,887
Employee Stock Ownership
Plan
Jack Supple 82,275 74,190 8,085
Charles Anderson 39,436 35,561 3,875
Marijean Lauzier 85,129 21,282 63,847
Martin Spurrier 28,171 28,171 0
--------- --------- ---------
Total 2,662,638 1,555,582 1,107,056
(1) Each of the Selling Stockholders is a former shareholder,
option holder or other rights holder of a company acquired
by the Company.
7
PLAN OF DISTRIBUTION
The Company has not been advised by the Selling
Stockholders as to any plan of distribution. Distribution of the
Common Stock by the Selling Stockholders, or by pledgees, donees
(including charitable organizations), transferees or other
successors in interest, may be effected from time to time in one
or more transactions (which may involve block transactions) (i)
on the NYSE in transactions that may include special offerings
and exchange distributions pursuant to and in accordance with the
rules of such exchange, (ii) in the over-the-counter market, or
(iii) in transactions otherwise than on such exchange or in the
over-the-counter market, or in a combination of any such
transactions. Such transactions may be effected by the Selling
Stockholders at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at negotiated
prices or at fixed prices. The Selling Stockholders may effect
such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation
in the form of discounts or commissions from the Selling
Stockholders and may receive commissions from the purchasers of
the Common Stock for whom they may act as agent. The Selling
Stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under
the Securities Act.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will
be passed upon for the Company by Nicholas J. Camera, Esq., Vice
President, General Counsel and Secretary of the Company.
EXPERTS
The consolidated financial statements of the Company and
its subsidiaries incorporated in this Prospectus by reference to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997 have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and
auditing.
The supplemental consolidated financial statements of the
Company and its subsidiaries incorporated in this Prospectus by
reference to the Company's Current Report on Form 8-K dated July
1, 1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, and, insofar
as it relates to the financial statements (not separately
presented in the Company's Current Report on Form 8-K dated July
1, 1998) of Hill, Holliday, Connors, Cosmopulos, Inc., a
wholly-owned subsidiary of the Company, for the year ended
December 31, 1997, the report of Ernst & Young LLP, given on the
authority of said firms as experts in accounting and auditing.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other
than underwriting discounts and commissions, expected to be
incurred by the Registrant are as follows:
Filing fee of Securities and Exchange
Commission relating to registration
statement ................................... $27,448
Fees and expenses of counsel for the
Registrant, Cleary, Gottlieb, Steen
& Hamilton .................................. 10,000
Fee of accountants, PricewaterhouseCoopers LLP
and Ernst & Young LLP ....................... 14,000
Miscellaneous ................................ 0
-------
Total ........................................ $51,488
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same
Section also gives a corporation power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or
II-1
suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper. Also, the Section
states that, to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
The Company's bylaws contain specific authority for
indemnification by the Company of current and former directors,
officers, employees or agents of the Company on terms that have
been derived from Section 145 of Title 8 of the Delaware Code.
The Company maintains policies of insurance under which the
company and its directors and officers are insured subject to
specified exclusions and deductible and maximum amounts against
loss arising from any claim which may be made against the Company
or any director or officer of the Company by reason of any breach
of duty, neglect, error, misstatement, omission or act done or
alleged to have been done while acting in their respective
capabilities.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------ -----------
4.1 The Certificate of Incorporation of The
Interpublic Group of Companies, Inc.,
incorporated by reference herein from Exhibit
3(i) to Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
4.2 By-laws of The Interpublic Group of Companies,
Inc., incorporated by reference herein from
Exhibit 4 to Annual Report on Form 10-K for the
year ended December 31, 1990.
5 Opinion of Nicholas J. Camera, Esq. as to the legality
of the shares of Common Stock and Rights registered
hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Nicholas J. Camera, Esq. (included in
Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
II-2
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective
amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in this registration statement;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of Prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York, State of New York, on the 8th day of July,
1998.
THE INTERPUBLIC GROUP OF COMPANIES,
INC.
(Registrant)
By: /s/ Nicholas J. Camera
--------------------------
Nicholas J. Camera
Vice President, General Counsel
and Secretary
II-5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Philip H. Geier,
Jr., Eugene P. Beard and Nicholas J. Camera, and each of them,
his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
would do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Philip H. Geier, Jr. Chairman of the Board June 29, 1998
- ----------------------- and President (Principal
Executive Officer)
/s/ Eugene P. Beard Vice Chairman - Finance June 29, 1998
- ----------------------- and Operations
(Principal Financial
Officer and Director)
/s/ Joseph M. Studley Vice President and June 30, 1998
- ----------------------- Controller (Principal
Accounting Officer)
/s/ Frank J. Borelli Director June 29, 1998
- -----------------------
/s/ Reginald K. Brack Director June 30, 1998
- -----------------------
/s/ Jill M. Considine Director June 30, 1998
- -----------------------
/s/ John J. Dooner, Jr. Director June 29, 1998
- -----------------------
/s/ Frank B. Lowe Director June 30, 1998
- -----------------------
/s/ Leif H. Olsen Director June 29, 1998
- -----------------------
/s/ Martin F. Puris Director June 29, 1998
- -----------------------
/s/ Allen Questrom Director June 29, 1998
- -----------------------
/s/ J. Phillip Samper Director June 30, 1998
- -----------------------
II-6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1 The Certificate of Incorporation of The
Interpublic Group of Companies, Inc.,
incorporated by reference herein from Exhibit
3(i) to Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997.
4.2 By-laws of The Interpublic Group of Companies,
Inc., incorporated by reference herein from
Exhibit 4 to Annual Report on Form 10-K for the
year ended December 31, 1990.
5 Opinion of Nicholas J. Camera, Esq. as to the legality
of the shares of Common Stock and Rights registered
hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Nicholas J. Camera, Esq. (included in
Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
Exhibit 5
July 8, 1998
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: The Interpublic Group of Companies, Inc.,
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Corporation"), in
connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of the above-captioned
Registration Statement on Form S-3 (the "Registration
Statement"), relating to the registration of 1,555,582 shares of
the Corporation's Common Stock, $.10 par value (the "Shares"),
and related Rights (the "Rights") to purchase Series A Cumulative
Participating Preferred Stock without par value issuable in
certain circumstances with the shares of Common Stock.
In arriving at the opinions expressed below, I have
examined and relied on the originals or copies certified or
otherwise identified to my satisfaction of all such corporate
records of the Corporation and such other instruments and other
certificates or public officials, officers and representatives of
the Corporation and such other persons, and I have made such
investigation of law, as I have deemed appropriate as a basis for
the opinions expressed below. In rendering the opinions expressed
below, I have assumed and have not verified that the signatures
on all documents that I have examined are genuine.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a
corporation in good standing under the laws of the State of
Delaware.
2. The Shares have been duly authorized by all
necessary corporate action of the Corporation, and are legally
issued, fully paid and non-assessable.
3. The Rights have been duly authorized and are the
valid, binding and enforceable obligations of the Company.
Insofar as the foregoing opinions relate to the
validity, binding effect or enforceability of any agreement or
obligation of the Company, (a) I have assumed that each other
party to such agreement or obligation has satisfied those legal
requirements that are applicable and it to the extent necessary
to make such agreement or obligation enforceable against it, and
(b) such opinions are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally
and to general principals of equity.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to my
name in the Registration Statement and the related Prospectus
under the caption "Legal Matters." By giving such consent, I do
not admit that I am an "expert" within the meaning of the Act or
the rules and regulations of the Commission issued thereunder
with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Nicholas J. Camera
------------------------------
Nicholas J. Camera
Vice President, General Counsel
and Secretary
2
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-3 of our report dated February 20, 1998, which appears on
page 53 of the 1997 Annual Report to the Stockholders of The
Interpublic Group of Companies, Inc. (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form
10-K for the year ended December 31, 1997. We also consent to the
incorporation by reference of our report dated February 20, 1998
on the Financial Statement Schedule, which appears on page F-2 of
such Annual Report on Form 10-K. We hereby consent to the
incorporation by reference in the Prospectus constituting part of
this Registration Statement on Form S-3 of our report dated
February 20, 1998 except for Note 16 which is as of April 16,
1998, which appears in the Current Report on Form 8-K dated July
1, 1998. We also consent to the incorporation by reference of our
report dated February 20, 1998 except for Note 16 which is as of
April 16, 1998, on the Supplemental Financial Statement Schedule,
which appears in the Current Report on Form 8-K dated July 1,
1998. We also consent to the reference to us under the heading
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
New York, New York
July 7, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the
caption "Experts" and to the incorporation by reference in the
Registration Statement (Form S-3) and related Prospectus of The
Interpublic Group of Companies, Inc. ("IPG") for the registration
of 1,555,582 shares of its common stock, of our report dated
March 13, 1998, included in the Current Report (Form 8-K) of
IPG, filed with the Securities and Exchange Commission on July 1,
1998, with respect to the consolidated financial statements of
Hill, Holliday, Connors, Cosmopulos, Inc. for the twelve-month
period ended December 31, 1997, which statements are included in
the supplemental consolidated financial statements of IPG.
Ernst & Young LLP
Boston, Massachusetts
July 7, 1998