UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
HEALTHWORLD CORPORATION
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(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
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(Title of Class of Securities)
-----------------
(CUSIP Number)
Mr. Michael Bungey with copies to:
Cordiant Communications Group plc Timothy B. Goodell, Esq.
121-141 Westbourne Terrace White & Case LLP
London W26JRF 1155 Avenue of the
011-44-171-262-4343 Americas
New York, NY 10036
(212) 819-8259
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 2, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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<PAGE>
SCHEDULE 13D
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cordiant Communications Group plc I.R.S. Identification No.:
Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_|
(b)|_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY 9,085,477
EACH REPORTING PERSON WITH ------- ------------------------------------
8 SHARED VOTING POWER
0
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
9,085,477
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10 SHARED DISPOSITIVE POWER
0
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,085,477
- -------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 amends and supplements the statement on Schedule
13D filed by Cordiant Communications Group plc ("CCG") and Healthworld
Acquisition Corp., a wholly owned subsidiary of CCG ("Merger Sub") on November
19, 1999 (the "Schedule 13D"), in the following respects. Capitalized terms used
but not defined herein shall have the same meaning as set forth in the Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As of March 2, 2000, CCG beneficially owns 9,085,477 Shares,
constituting 100% of the Shares issued and outstanding.
(b) CCG has the sole power to vote and the sole power to dispose of
all 9,085,477 Shares owned by CCG.
(c) CCG acquired beneficial ownership of all 9,085,477 outstanding
Shares on March 2, 2000 in exchange for .08664 Cordiant American Depositary
Shares ("ADSs"), or at the election of a holder of Shares, 4.3322 CCG ordinary
shares (Ordinary Shares"), as a result of the merger on such date of Merger Sub
with and into Healthworld Corporation (the "Company"), pursuant to the terms of
(i) an Agreement and Plan of Merger dated as of November 9, 1999, among CCG,
Merger Sub and the Company, as amended by Amendment No.1 to the Merger Agreement
dated as of February 5, 2000, and (ii) the Certificate of Merger of the Company
and Merger Sub, dated March 2, 2000. In the merger each of the outstanding
Shares was converted into the right to receive .8664 ADSs or, at the election of
a holder of Shares, 4.3322 Ordinary Shares and the Company became a wholly owned
subsidiary of CCG. The Merger Agreement was approved by the shareholders of the
Company at a special shareholders' meeting on March 1, 2000.
Item 7. Material to Be Filed as Exhibits.
The following exhibits are filed with this statement:
1. Amendment No. 1 to Agreement and Plan of Merger dated as of
February 3, 2000, by and among Cordiant Communications Group plc,
Healthworld Acquisition Corp. and Healthworld Corporation.
2. Certificate of Merger of Healthworld Corporation and Healthworld
Acquisition Corp., dated March 2, 2000.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 7, 2000 CORDIANT COMMUNICATIONS GROUP PLC
By: /s/ Arthur D'Angelo
------------------------------------
Name: Arthur D'Angelo
Title: Finance Director
<PAGE>
Exhibit Index
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1. Amendment No. 1 to Agreement and Plan of Merger dated as of
February 3, 2000, by and among Cordiant Communications Group plc,
Healthworld Acquisition Corp. and Healthworld Corporation.
2. Certificate of Merger of Healthworld Corporation and Healthworld
Acquisition Corp., dated March 2, 2000.
EXHIBIT 1
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AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment")
dated as of February 3, 2000, among Cordiant Communications Group plc, a company
organized under the laws of England and Wales ("Parent"), Healthworld
Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Parent ("Merger Sub"), and Healthworld Corporation, a Delaware
corporation (the "Company") .
RECITALS
A. Parent, Merger Sub and the Company entered into that certain
Agreement and Plan of Merger dated as of November 9, 1999 (the "Agreement").
B. Parent, Merger Sub and the Company desire to amend the Agreement as
set forth in this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Capitalized terms used but not defined in this Amendment shall have
the meanings ascribed to them in the Agreement.
2. Section 1.1 of the Agreement is hereby amended by adding in
alphabetical order therein the following definition:
"BUSH" means Bates U.S. Holdings, Inc., a Delaware corporation."
3. The definition of "Material Subsidiaries" contained in Section 1.1
of the Agreement is hereby amended to include BUSH by adding the words "and
BUSH." at the end thereof.
4. Section 2.5(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(b) Capital Stock of Merger Sub. Each share of common stock of Merger
Sub outstanding immediately prior to the Effective Time shall be converted into
and become as of the Effective Time one fully paid and nonassessable share of
common stock, par value $.01, per share of the Surviving Corporation."
5. Section 2.5(d) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(d) In consideration of the issue to Parent by BUSH of additional
shares of capital stock and sterling denominated promissory notes of BUSH,
Parent shall issue, in accordance with Section 2.7, such number of Parent
Ordinary Shares as is equal to the number of shares of Company Common Stock
outstanding immediately prior to the Effective Time multiplied by the Exchange
Ratio, to permit (i) the issuance of Parent ADSs and (ii) if elected by any
holder of Company Common Stock in the manner provided in Section 2.6, the
delivery of Parent Ordinary Shares, in registered form, to the holders of such
Company Common Stock for the purpose of giving effect to the delivery of the
Merger Consideration referred to in Section 2.5(c)."
6. Section 2.6(a) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(a) Prior to the Effective Time, Parent shall appoint The Bank of New
York or a bank or trust company reasonably acceptable to the Company as exchange
agent (the "Exchange Agent") for the purposes of exchanging the Certificates for
Parent ADSs or, if and to the extent elected by a holder of a Certificate, in
the manner set forth in this Section 2.6, for Parent Ordinary Shares in
registered form. Promptly after the Effective Time Parent will send, or will
cause the Exchange Agent to send, to each holder of record of Company Common
Stock as of the Effective Time (i) a letter of transmittal (which shall specify
that delivery shall be effected, and risk of loss and title to the Certificates
shall pass, only upon delivery of the Certificates to the Exchange Agent and
shall be in such form and have such other provisions as the Surviving
Corporation or Parent may reasonably specify) providing instructions for use in
effecting the surrender of Certificates in exchange for certificates
representing Parent ADRs which represent Parent ADSs or Parent Ordinary Shares
and cash in lieu of fractional Parent ADSs or Parent Ordinary Shares and (ii) an
election form and other appropriate materials (collectively, the "Ordinary
Election Form") providing for such holder to elect to receive the Ordinary Share
Consideration with respect to all or any portion of such holder's shares of
Company Common Stock (the "Ordinary Share Election"). Any shares of Company
Common Stock with respect to which there shall not have been effected such
election by submission to the Exchange Agent of an effective, properly completed
Ordinary Share Election Form on or prior to the date specified in such form (the
"Election Date") which shall be a date that is not more than 45 days following
the date of the Effective Time, shall be converted in the Merger into the right
to receive the ADS Consideration."
7. Section 2.7(a) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(a) Exchange Agent. Within two business days following the Effective
Time, Parent shall (i) allot to the Exchange Agent, as nominee for the benefit
of the holders of Company Common Stock converted into the right to receive the
Merger Consideration, the aggregate number of duly authorized Parent Ordinary
Shares to be issued pursuant to Section 2.5(d) and (ii) deposit with the
Exchange Agent an amount of cash sufficient to permit the Exchange Agent to make
the necessary payments of cash in lieu of fractional Parent ADSs and Parent
Ordinary Shares in accordance with Section 2.7(e) (such cash and Parent Ordinary
Shares, together with any dividends or distributions with respect thereto being
hereinafter referred to as the "Exchange Fund"), to be held for the benefit of
and distributed to the holders of Company Common Stock in accordance with this
Section. The Exchange Agent shall agree to hold such Parent Ordinary Shares and
funds for delivery as contemplated by this Section, and upon such additional
terms as may be agreed upon by the Exchange Agent, the Surviving Corporation and
Parent shall cause the Depositary to issue through and upon the instructions of
the Exchange Agent, for the benefit of the holders of shares of the Company
Common Stock converted into the ADS Consideration in accordance with Section
2.5(c), Parent ADRs representing the number of Parent ADSs issuable pursuant to
Section 2.5(c). Neither the Company, its affiliates nor the holders of Company
Common Stock shall be responsible for any stamp duty reserve tax payable in
connection with the ADS Consideration. The Exchange Agent shall invest any cash
included in the Exchange Fund as directed by the Surviving Corporation on a
daily basis. Parent and the Surviving Corporation shall replace any monies lost
through an investment made pursuant to this Section 2.7. Any interest and other
income resulting from such investments shall promptly be paid to the Surviving
Corporation. All Parent Ordinary Shares and Parent ADSs to be issued and
delivered to the holders of Company Common Stock in accordance with this
Agreement shall, as of the Effective Time, have been registered under the
Securities Act pursuant to a registration statement on Form F-4 declared
effective by the SEC."
8. Section 2.7(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(b) Exchange Procedures. Upon surrender of a Certificate for
cancellation to the Exchange Agent, together with the letter of transmittal
referred to in Section 2.6(a) duly executed and completed in accordance with its
terms, the holder of such Certificate shall be entitled to receive in exchange
therefor (i) a certificate or certificates representing one or more Parent ADRs
representing, in the aggregate, that whole number of Parent ADSs and/or that
whole number of Parent Ordinary Shares elected to be received in accordance with
Section 2.6, (ii) the amount of dividends or other distributions, if any, with a
record date on or after the Effective Time which theretofore became payable with
respect to such Parent ADSs and Parent Ordinary Shares, and (iii) the cash
amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in
accordance with Section 2.7(e), in each case which such holder has the right to
receive pursuant to the provisions of this Article II, and the Certificate so
surrendered shall forthwith be canceled. In no event shall the holder of any
Certificate be entitled to receive interest on any funds to be received in the
Merger. In the event of a transfer of ownership of Company Common Stock which is
not registered in the transfer records of the Company, a certificate or
certificates representing that whole number of Parent Ordinary Shares elected to
be received in accordance with Section 2.6 and/or one or more Parent ADRs
representing, in the aggregate, that whole number of Parent ADSs, plus the cash
amount payable in lieu of fractional Parent Ordinary Shares and Parent ADSs in
accordance with Section 2.7(e), may be issued to a transferee if the Certificate
representing such Company Common Stock is presented to the Exchange Agent
accompanied by all documents required to evidence and effect such transfer and
by evidence that any applicable stock transfer taxes have been paid. Until
surrendered as contemplated by this Section 2.7(b) and subject to Section
2.7(c), each Certificate shall, after the Effective Time, represent for all
purposes only the right to receive the whole number of Parent Ordinary Shares
and/or Parent ADSs into which the number of shares of Company Common Stock shown
thereon have been converted as contemplated by this Article II plus the cash
amount payable in lieu of fractional Parent ADSs and Parent Ordinary Shares in
accordance with Section 2.7(e). Notwithstanding the foregoing, certificates
representing Company Common Stock surrendered for exchange by any Person
constituting an "Affiliate" of the Company for purposes of Section 7.4 shall not
be exchanged until Parent has received an Affiliate Agreement (as defined in
Section 7.4) as provided in Section 7.4."
9. Section 5.2(b) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(b)(i) The authorized capital stock of Bush consists of 1,000 shares
of common stock, no par value, of which one share is validly issued and
outstanding, fully paid and nonassessable and is owned by Parent free and clear
of all security interests, liens, claims, pledges, options, rights of first
refusal, agreements, charges or other encumbrances of any nature or any other
limitation or restriction (including any restriction on the right to vote or
sell the same, except as may be provided under applicable Federal or State
securities laws) (collectively, "Liens").
(ii) The authorized capital stock of Merger Sub consists of 1,000
shares of common stock, par value $.01 per share, all of which are validly
issued and outstanding, fully paid and nonassessable and are owned by BUSH free
and clear of all Liens."
10. Section 5.3 of the Agreement is hereby amended by adding at the
end thereof, the following sentence:
"The representations and warranties contained in this Section 5.3
shall apply to BUSH, to the extent pertinent, with respect to the consummation
of the transactions contemplated hereby."
11. Section 5.4(a) of the Agreement is hereby amended by adding at the
end thereof, the following sentence:
"The representations and warranties contained in this Section 5.4(a)
shall apply to BUSH, to the extent pertinent, with respect to the consummation
of the transactions contemplated hereby."
12. Section 5.4(b) of the Agreement is hereby amended by adding at the
end thereof, the following sentence:
"The representations and warranties contained in this Section 5.4(b)
shall apply to BUSH, to the extent pertinent, with respect to the consummation
of the transactions contemplated hereby."
13. Section 7.7(a) of the Agreement is hereby amended by deleting the
name "William Leslie Milton" contained in such Section and replacing it with the
name "Spencer A. Falk".
14. Section 7.14(a) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(a) the appointment of an appropriate independent person (who,
subject to and as provided by Section 108(2) of the Companies Act 1985, would be
qualified to be the auditor of Parent) to produce a valuation and report in
accordance with Section 103 of the Companies Act 1985;"
15. Section 7.14(d) of the Agreement is hereby deleted in its entirety
and replaced with the following:
"(d) the independent valuation report to be delivered to the Exchange
Agent and such other steps, if any, to be taken as may be necessary to comply
with the requirements of Sections 103 and 108 of the Companies Act 1985 in
connection with the Merger, in each case prior to the Effective Time."
16. Section 10.5 of the Agreement is hereby amended by adding at the
end thereof the following sentence:
"Parent agrees that it will specifically comply with the provisions of
Sections 7.11 and 7.12. However, the Shareholder Parties shall be entitled to
damages in the event of a breach by Parent of Sections 7.11 or 7.12 as provided
in this Section 10.5."
17. Parent and Merger Sub shall take all actions necessary to cause
BUSH to comply with the terms of this Amendment.
18. This Amendment may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and to this Amendment were upon the same instrument.
19. Except as expressly provided herein, the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties to this Amendment have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
CORDIANT COMMUNICATIONS GROUP PLC
By: /s/ Arthur D'Angelo
------------------------------
Name: Arthur D'Angelo
Title: Finance Director
HEALTHWORLD ACQUISITION CORP.
By: /s/ Arthur D'Angelo
------------------------------
Name: Arthur D'Angelo
Title: President
HEALTHWORLD CORPORATION
By: /s/ Stuart Diamond
------------------------------
Name: Stuart Diamond
Title: Executive Vice President
EXHIBIT 2
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CERTIFICATE OF MERGER
OF
HEALTHWORLD ACQUISITION CORP.
(a Delaware Corporation)
INTO
HEALTHWORLD CORPORATION
(a Delaware Corporation)
-----------------------------------------
Pursuant to Section 251 of the General
Corporation Law of the State of Delaware
-----------------------------------------
HEALTHWORLD CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify:
1. The names and states of incorporation of each of the constituent
corporations are as follows: HEALTHWORLD CORPORATION is a corporation duly
organized and existing under the laws of the State of Delaware. HEALTHWORLD
ACQUISITION CORP. ("Merger Sub") is a corporation duly organized and existing
under the laws of the State of Delaware. The Corporation shall be the surviving
corporation in the merger.
2. Section 251 of the General Corporation Law of the State of Delaware
permits the merger of two corporations organized and existing under the laws of
the State of Delaware.
3. At a meeting of the Board of Directors of the Corporation held on
November 8, 1999, the Board of Directors of the Corporation duly adopted
resolutions approving the Agreement and Plan of Merger, dated as of November 9,
1999, as amended, by and among the Corporation, Cordiant Communications Group
plc and Merger Sub (the "Agreement and Plan of Merger"), pursuant to which
Merger Sub will be merged with and into the Corporation.
4. At a meeting of the stockholders of the Corporation held on March
1, 2000, the stockholders of the Corporation approved the Agreement and Plan of
Merger in accordance with the requirements of the General Corporation Law of the
State of Delaware.
5. By Unanimous Written Consent of the Board of Directors of Merger
Sub, dated as of November 8, 1999, the Board of Directors of Merger Sub duly
adopted resolutions approving the Agreement and Plan of Merger.
6. By Unanimous Written Consent of the sole stockholder of Merger Sub,
dated as of November 9, 1999, the sole stockholder of Merger Sub duly approved
the Agreement and Plan of Merger.
7. The Agreement and Plan of Merger was approved, adopted, certified,
executed and acknowledged by each of the constituent corporations in accordance
with the requirements of Section 251 of the General Corporation Law of the State
of Delaware.
8. The executed Agreement and Plan of Merger is on file at the
Corporation's executive offices at 100 Avenue of the Americas, New York, New
York 10010. On request and without cost, the Corporation will furnish a copy of
the Agreement and Plan of Merger to any stockholder of the Corporation.
9. The name of the surviving corporation shall be HEALTHWORLD
CORPORATION. The certificate of incorporation of the surviving corporation is
hereby amended in its entirety as follows:
FIRST: The name of the Corporation is
Healthworld Corporation
SECOND: The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of its registered agent in the State
of Delaware at such address is Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware as from
time to time in effect.
FOURTH: The aggregate number of shares of stock which the Corporation
shall have the authority to issue is 1000 shares of capital stock, all of which
shall be designated Common Stock, $.01 par value per share.
FIFTH: The business of the Corporation shall be managed under the
direction of the Board of Directors except as otherwise provided by law. The
number of Directors of the Corporation shall be fixed from time to time by, or
in the manner provided in, the By-Laws. Election of Directors need not be by
written ballot unless the By-Laws of the Corporation shall so provide.
SIXTH: The Board of Directors may make, alter or repeal the By-Laws of
the Corporation except as otherwise provided in the By-Laws adopted by the
Corporation's stockholders.
SEVENTH: The Directors of the Corporation shall be protected from
personal liability, through indemnification or otherwise, to the fullest extent
permitted under the General Corporation Law of the State of Delaware as from
time to time in effect.
1. A Director of the Corporation shall under no circumstances have any
personal liability to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director except for those breaches and acts or
omissions with respect to which the General Corporation Law of the State of
Delaware, as from time to time amended, expressly provides that this provision
shall not eliminate or limit such personal liability of Directors. Neither the
modification or repeal of this paragraph 1 of Article SEVENTH nor any amendment
to said General Corporation Law that does not have retroactive application shall
limit the right of Directors hereunder to exculpation from personal liability
for any act or omission occurring prior to such amendment, modification or
repeal.
2. The Corporation shall indemnify each Director and Officer of the
Corporation to the fullest extent permitted by applicable law, except as may be
otherwise provided in the Corporation's By-Laws, and in furtherance hereof the
Board of Directors is expressly authorized to amend the Corporation's By-Laws
from time to time to give full effect hereto, notwithstanding possible self
interest of the Directors in the action being taken. Neither the modification or
repeal of this paragraph 2 of Article SEVENTH nor any amendment to the General
Corporation Law of the State of Delaware that does not have retroactive
application shall limit the right of Directors and Officers to indemnification
hereunder with respect to any act or omission occurring prior to such
modification, amendment or repeal.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Executive Vice President and Secretary as of the 2nd day of March,
2000.
HEALTHWORLD CORPORATION
By: /s/ Stuart Diamond
-----------------------------------
Name: Stuart Diamond
Title: Executive Vice President and
Secretary
