13 This Exhibit includes: (a) those portions of the Annual
Report to Stockholders for the year ended December 31, 1994
which are included therein under the following headings:
Financial Highlights; Management's Discussion and Analysis
of Financial Condition and Results Of Operations;
Consolidated Balance Sheet; Consolidated Statement of
Income; Consolidated Statement of Cash Flows; Consolidated
Statement of Stockholders' Equity; Notes to Consolidated
Financial Statements (the aforementioned consolidated
financial statements together with the Notes to Consolidated
Financial Statements hereinafter shall be referred to as the
"Consolidated Financial Statements"); Report of Independent
Accountants; Selected Financial Data For Five Years; Report
of Management; and Stockholders' Information; and (b)
Appendix to Exhibit 13.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of Board
of Directors re Power of Attorney.
27 Financial Data Schedules
29 (a) Supplemental Agreements filed with Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990 are incorporated by reference into this Report on
Form 10-K. See Commission file number 1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted on
July 18, 1989 is incorporated by reference to
Registrant's Registration Statement on Form 8-A dated
August 1, 1989 (No. 00017904) and, as amended, by
reference to Registrant's Registration Statement on
Form 8 dated October 3, 1989 (No. 00106686).
PAGE
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with the Notes to Consolidated Financial Statements hereinafter
shall be referred to as the "Consolidated Financial
Statements"); Report of Independent Accountants; Selected
Financial Data For Five Years; Report of Management; and
Stockholders' Information; and (b) Appendix to Exhibit 13.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.
27 Financial Data Schedules
29 (a) Supplemental Agreements filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990
are incorporated by reference into this Report on Form 10-
K. See Commission file number 1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted on July
18, 1989 is incorporated by reference to Registrant's
Registration Statement on Form 8-A dated August 1, 1989
(No. 00017904) and, as amended, by reference to
Registrant's Registration Statement on Form 8 dated October
3, 1989 (No. 00106686).
INDEX - 6
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SIGNATURE PAGE
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Amended Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
March 29, 1995 BY: Christopher Rudge
Christopher Rudge
Senior Vice President,
General Counsel and
Secretary
<PAGE>
POWER OF ATTORNEY Exhibit No. 24
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints PHILIP H. GEIER, JR.,
EUGENE P. BEARD, JOSEPH STUDLEY and CHRISTOPHER RUDGE, and each of
them, as 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 the Report on Form 10-K for
the year ended December 31, 1994, for The Interpublic Group of
Companies, Inc., S.E.C. File No. 1-6686, and any and all amendments and
supplements thereto and all other instruments necessary or desirable in
connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and
Exchange Commission and the New York Stock Exchange, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requested and
necessary to be done in and about the premises as fully to all intents
and purposes as he might do or could do in person, hereby ratifying and
confirming all that said attorney-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.
Dated: March 21, 1995
Philip H. Geier, Jr. J. Phillip Samper
Eugene P. Beard Joseph J. Sisco
Lynne V. Cheney Frank Stanton
Frank B. Lowe Joseph Studley
Leif H. Olsen Jacqueline G. Wexler
Kenneth L. Robbins
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
Certified Resolutions
I, Christopher Rudge, Secretary of The Interpublic Group of
Companies, Inc. (the "Corporation"), hereby certify that the
resolutions attached hereto were duly adopted on March 21, 1995 by he
Board of Directors of the Corporation and that such resolutions have
not been amended or revoked.
WITNESS my hand and the seal of the Corporation this 24th day
of March 1995.
Christopher Rudge
Christopher Rudge
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
MEETING OF THE BOARD OF DIRECTORS
Resolutions re Form 10-K
RESOLVED, that the Chairman of the Board and President and the
Executive Vice President-Finance and Operations of the Corporation
be, and each of them hereby is, authorized to execute and deliver on
behalf of the Corporation an annual report on Form 10-K for the year
ended December 31, 1994, in the form presented to this meeting with
such changes therein as either of them with the advice of the General
Counsel shall approve; and further
RESOLVED, that the Chairman of the Board and President in his
capacity as Chief Executive Officer, the Executive Vice President-
Finance and Operations in his capacity as Chief Financial Officer,
and the Vice President and Controller in his capacity as Chief
Accounting Officer of the Corporation be, and each of them hereby is,
authorized to execute such annual report on Form 10-K; and further
RESOLVED, that the officers of the Corporation be and each of
them hereby is, authorized and directed to file such annual report on
Form 10-K, with all the exhibits thereto and any other documents that
may be necessary or desirable in connection therewith, after its
execution by the foregoing officers and by a majority of this Board
of Directors, with the Securities and Exchange Commission and the New
York Stock Exchange; and further
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RESOLVED, that the officers and directors of the Corporation
who may be required to execute such annual report on Form 10-K be,
and each of them hereby is, authorized to execute a power of attorney
in the form submitted to this meeting appointing Philip H. Geier,
Jr., Eugene P. Beard, Joseph Studley and Christopher Rudge, and each
of them, severally, his or her true and lawful attorneys and agents
to act in his or her name, place and stead, to execute said annual
report on Form 10-K and any and all amendments and supplements
thereto and all other instruments necessary or desirable in
connection therewith; and further
RESOLVED, that the signature of any officer of the Corporation
required by law to affix his signature to such annual report on Form
10-K or to any amendment or supplement thereto and such additional
documents as they may deem necessary or advisable in connection
therewith, may be affixed by said officer personally or by any
attorney-in-fact duly constituted in writing by said officer to sign
his name thereto; and further
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RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to execute such amendments or supplements
to such annual report on Form 10-K and such additional documents as
they may deem necessary or advisable in connection with any such
amendment or supplement and to file the foregoing with the Securities
and Exchange Commission and the New York Stock Exchange; and further
RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to take such actions and to execute such
other documents, agreements or instruments as may be necessary or
desirable in connection with the foregoing.
<PAGE>
