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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON NOVEMBER 16, 1998
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-65905
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
AMENDMENT NO. 1 TO 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 of Identification No.)
incorporation 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 Proposed
of each maximum Proposed Amount
class of offering maximum of
securities Amount price aggregate regis-
to be to be per offering tration
registered registered share(1) price(1) fee(2)
- -----------------------------------------------------------------
Common Stock, 792,735 $65 7/16 $51,876,578 $14,422
par value shares
$.10 per (and an
share (and equal
related Rights number of
(the "Rights") Rights)
to purchase
Series A
Cumulative
Participating
Preferred
Stock without
par value
issuable in
certain
circumstances
with the
shares of
Common Stock)
- -----------------------------------------------------------------
(1) 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
November 12, 1998.
(2) A registration fee of $9,026 has previously been paid.
---------------
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.
=================================================================
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ The information contained in this Prospectus is not complete +
+ and may be changed. We may not sell these secuities until the +
+ registration statement filed with the Securities and Exchange +
+ Commission or any applicable state securities commission is +
+ effective. This Prospectus is not an offer to sell these +
+ securities and is not soliciting an offer to buy these +
+ securities in any state where the offer or sale is not +
+ permitted. +
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, Dated November 16, 1998
Prospectus
792,735 Shares
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Common Stock
-----------------
This is a public offering of shares of Common Stock of the
Interpublic Group of Companies, Inc. by the Selling Stockholders
named in this Prospectus. The Selling Stockholders are offering
792,735 shares of Common Stock of Interpublic. Interpublic will
not receive any of the proceeds from the offering.
With each share being offered, there is one Right to
purchase Series A Cumulative Participating Preferred Stock of
Interpublic. This Right is exercisable in certain circumstances
arising from a hostile takeover attempt.
The Common Stock is listed on the New York Stock Exchange
under the symbol "IPG." On November 12, 1998, the last reported
sale price of the Common Stock on the NYSE was $64 1/2 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Prospectus dated November , 1998
TABLE OF CONTENTS
Available Information................................2
Incorporation of Certain Information by Reference....4
The Company..........................................5
Use of Proceeds......................................5
Common Stock Price Range and Dividends...............6
Selling Stockholders.................................7
Plan of Distribution.................................9
Legal Matters........................................9
Experts..............................................10
-------------------
As used in this Prospectus,
(a) the "Common Stock" means the common stock of
Interpublic, par value $.10 per share; references to
the Common Stock will generally include the related
Rights;
(b) the "Company" or "Interpublic" means the Interpublic
Group of Companies, Inc., a Delaware corporation;
(c) the "NYSE" means the New York Stock Exchange;
(d) the "Rights" means the rights to purchase Series A
Cumulative Participating Preferred Stock of the
Company, without par value, issuable in certain
circumstances with the shares of Common Stock;
(e) the "Securities Act" means the Securities Act of 1933,
as amended; and
(f) the "Selling Stockholders" are those persons
identified in the table under the heading "Selling
Stockholders" in this prospectus.
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 Company has filed with the Commission a registration
statement on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statement"), under the Securities Act
for the registration of 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
parts of which have been omitted as permitted by the rules and
regulations of the Commission. Any statements contained in this
prospectus 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, you should refer
to the Registration Statement.
2
You can inspect and copy the Registration Statement, as
well as the reports, proxy statements and other information filed
by the Company with the Commission, 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.
You can also obtain copies of this material from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. For information on
the operation of the Public Reference Section, you may call the
Commission at 1-800-SEC-0330. 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, you can inspect reports, proxy
statements and other information concerning the Company at the
offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates and makes part of this prospectus
by reference the following documents, filed by the Company with
the Commission pursuant to the Exchange Act, 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 Reports on Form 10-Q for
the quarters ended March 31, 1998, June 30, 1998 and
September 30, 1998;
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, July 1, 1998, July 13,
1998, July 24, 1998, July 27, 1998, August 5, 1998, August
17, 1998, September 4, 1998, November 5, 1998 and November
10, 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
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 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 in the documents. You should direct requests for such
copies 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).
4
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).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Common Stock offered hereby. See "Selling
Stockholders."
5
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 ............... 51 5/16 41 1/2 .130
Fourth Quarter .............. 52 9/16 45 3/8 .130
Period ended November 12, 1998
First Quarter ............... 62 5/8 47 11/16 .130
Second Quarter .............. 64 1/2 55 5/16 .150
Third Quarter ............... 64 7/8 52 3/16 .150
Fourth Quarter (through
November 12) ................ 65 1/2 45 1/4 .015
6
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."
7
Number of Shares
Number of Maximum to be Beneficially
Shares Number of Owned after
Beneficially Shares Offering, Assuming
Name of Selling Owned Prior to to be All Shares Offered
Stockholder(1) the Offering Offered are Distributed
- ---------------------------- -------------- --------- ------------------
Mary Louise Seilheimer ..... 345,891 154,801 191,090
Diane Fentress(2) .......... 384,490 238,289 146,201
Rolf H. Towe ............... 82,077 40,000 42,077
Gregory & Hoenemeyer Inc. .. 36,000 36,000 0
W. Wallace McDowell, Jr. ... 32,964 16,765 16,199
William I. Morton .......... 992,372 100,000 892,372
Alexander Gordon Scott ..... 22,993 11,497 11,496
Matthew John Hooper(3) ..... 22,993 11,497 11,496
Kevin Berg ................. 152,760 38,190 114,570
Motor Bike International
Limited .................... 84,375 75,282 9,093
Media Distribution TV
Limited .................... 91,081 70,414 20,667
- ---------------------------- -------------- --------- ------------------
Total 2,247,996 792,735 1,455,261
(1) Each of the Selling Stockholders is a former shareholder or
option holder of a company acquired by the Company, or the
assignee of such a former shareholder or option holder.
(2) Includes 118,270 shares held by Diane Fentress' husband, Lee
Fentress.
(3) Includes 4,599 shares held by Breams Trustees Limited, of
which the beneficial owner is Matthew John Hooper, and 1,533
shares held by Robert Dolman and Caroline Bonebrake, of
which the beneficial owner is Mr. Hooper's mother, Mrs.
Hooper.
8
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.
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 $38,422. The
Company has agreed to indemnify the Selling Stockholders against
certain liabilities, including certain liabilities under the
Securities Act.
The Selling Stockholders and any broker-dealers or agents
that participate with the Selling Stockholders in the
distribution 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.
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,
9
independent accountants, given on the authority of said firm as
experts in accounting and auditing.
The 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.
10
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 ................................ $14,422
Fees and expenses of counsel for the
Registrant, Cleary, Gottlieb, Steen
& Hamilton ............................... 10,000
Fee of accountants, Pricewaterhouse-
Coopers LLP and Ernst & Young LLP ....... 14,000
Miscellaneous .............................. 0
-------
Total ...................................... $38,422
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the General Corporation Law of
the State of Delaware ("GCL") 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 such person 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, provided that such
director, officer, employee or agent acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, provided that such director, officer,
employee or agent had no reasonable cause to believe his or her
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 such
person 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 such person in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, 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 suit was
brought shall determine upon application that, despite
II-1
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. Section 145 of
the GCL further provides 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 or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her
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 GCL.
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 a 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.
(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
II-3
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 16th day of
November, 1998.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
By: /s/ Nicholas J. Camera
---------------------------------
Nicholas J. Camera
Vice President, General Counsel
and Secretary
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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 October 20, 1998
- ----------------------- and President (Principal
Philip H. Geier, Jr. Executive Officer)
/s/ Eugene P. Beard Vice Chairman - Finance October 20, 1998
- ----------------------- and Operations (Principal
Eugene P. Beard Financial Officer and
Director)
/s/ Joseph M. Studley Vice President and October 20, 1998
- ----------------------- Controller (Principal
Joseph M. Studley Accounting Officer)
/s/ Frank J. Borelli Director October 20, 1998
- -----------------------
Frank J. Borelli
/s/ Reginald K. Brack Director October 20, 1998
- -----------------------
Reginald K. Brack
/s/ Jill M. Considine Director October 20, 1998
- -----------------------
Jill M. Considine
/s/ John J. Dooner, Jr. Director October 20, 1998
- -----------------------
John J. Dooner, Jr.
/s/ Frank B. Lowe Director October 20, 1998
- -----------------------
Frank B. Lowe
/s/ Leif H. Olsen Director October 20, 1998
- -----------------------
Leif H. Olsen
II-6
/s/ Martin F. Puris Director October 20, 1998
- -----------------------
Martin F. Puris
/s/ Allen Questrom Director October 20, 1998
- -----------------------
Allen Questrom
/s/ J. Phillip Samper Director October 20, 1998
- -----------------------
J. Phillip Samper
II-7
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
November , 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 792,735 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 Amendment No. 1 to the
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 Amendment No. 1 to the
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 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.
/s/ PricewaterhouseCoopers LLP
New York, New York
November 13, 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 Amendment
No. 1 to the Registration Statement (Form S-3) and related
Prospectus of The Interpublic Group of Companies, Inc. ("IPG")
for the registration of 792,735 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.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 16, 1998