<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 2000.
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)
<TABLE>
<S> <C> <C>
DELAWARE 7311 13-1024020
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of incorporation) Industrial Identification No.)
Classification Code Number)
</TABLE>
1271 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
PHONE: (212) 399-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------
NICHOLAS J. CAMERA
SENIOR VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(212) 399-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
MITCHELL S. GENDEL, ESQ. RICHARD S. BORISOFF, ESQ.
THE INTERPUBLIC GROUP OF COMPANIES, INC. PAUL, WEISS, RIFKIND, WHARTON & GARRISON
1271 AVENUE OF THE AMERICAS 1285 AVENUE OF THE AMERICAS
NEW YORK, NY 10020 NEW YORK, NY 10019-6064
(212) 399-8000 (212) 373-3000
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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(c)
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
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE(2)
<S> <C> <C>
Debt Securities............................................. $500,000,000 $132,000
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Subject to Rule 462(b) under the Securities Act, in no event will the
aggregate initial offering price of the Securities under this registration
statement exceed $500,000,000, or if any Securities are issued in any
foreign currency units, the U.S. dollar equivalent of $500,000,000. For Debt
Securities issued with an original issue discount, the amount to be
registered is calculated as the initial accreted value of such Debt
Securities.
(2) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act.
------------------------------
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION (DATED AUGUST 25, 2000)
PROSPECTUS
$500,000,000
THE INTERPUBLIC GROUP OF COMPANIES, INC.
DEBT SECURITIES
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES, AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
We intend to offer at one or more times debt securities. This prospectus
describes the general terms of these securities and the general manner in which
we will offer the securities. The specific terms of any securities we offer will
be included in a supplement to this prospectus. The prospectus supplement will
also describe the manner in which we will offer the securities.
------------------------
The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
------------------------
, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Statement Regarding Forward-Looking Statements.............. 4
About this Prospectus....................................... 4
Where You Can Find More Information......................... 4
The Company................................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 8
Description of Debt Securities.............................. 9
Plan of Distribution........................................ 21
Legal Matters............................................... 22
Experts..................................................... 22
</TABLE>
You should rely only on the information we provide or incorporate by
reference in this prospectus and the applicable prospectus supplement, and in
any pricing supplement. We have not authorized anyone to provide you with
different or additional information. We are offering to sell the securities
offered by this prospectus, and seeking offers to buy these securities, only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or any sales of the securities. In
this prospectus, "the Company," "Interpublic," "we," "us" and "our" refer to The
Interpublic Group of Companies, Inc., a Delaware corporation, excluding, unless
the context otherwise requires or as otherwise expressly stated, our
subsidiaries.
3
<PAGE>
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain
"forward-looking" statements, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
that are based on current expectations, estimates and projections. Statements
that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements contain potential
risks and uncertainties and, therefore, actual results may differ materially. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important factors that may affect these projections or expectations include,
but are not limited to:
- national and regional economic conditions;
- our ability to attract new clients and retain existing clients;
- the financial success of our clients;
- other developments of our clients;
- developments from changes in the regulatory and legal environment for
advertising agencies around the world; and
- our ability to effectively integrate recent acquisitions.
Investors should evaluate any statements in light of these important
factors.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may, from
time to time, sell the debt securities described in this prospectus in one or
more offerings with a total offering price not to exceed the amount on the cover
page of this prospectus. This prospectus provides you with a general description
of the securities we propose to issue. Each time we sell securities, we will
provide you with a prospectus supplement and, if applicable, a pricing
supplement, that will contain specific information about the terms of that
offering. The prospectus supplement and any applicable pricing supplement may
also add, update or change information in this prospectus. Please carefully read
both this prospectus and any applicable prospectus supplement and pricing
supplement together with additional information described under the heading
"Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the SEC's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and at Seven World Trade Center, 13th Floor, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information. In
addition, the SEC maintains a website that contains reports, proxy statements
and other information that we electronically file. The address of the SEC's
website is http://www.sec.gov. You can also inspect reports and other
information we file at the office of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information we incorporate by
reference is considered part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or
4
<PAGE>
15(d) of the Securities Exchange Act of 1934 prior to the sale of all the
securities covered by this prospectus:
- Annual Report on Form 10-K for the fiscal year ended December 31, 1999;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
- Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
- Proxy Statement for the 2000 annual meeting of stockholders; and
- Current Reports on Form 8-K, dated January 24, 2000, February 25, 2000,
April 13, 2000, April 20, 2000, July 17, 2000 and July 27, 2000.
The information incorporated by reference is an important part of this
prospectus. Any statement in a document incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent a statement contained in (1) this prospectus or
(2) any other subsequently filed document that is incorporated by reference into
this prospectus modifies or supersedes such statement.
This prospectus is part of a registration statement we filed with the SEC.
This prospectus omits some information contained in the registration statement
in accordance with SEC rules. For further information on us and our consolidated
subsidiaries and the securities we are offering, you may review the information
and exhibits in the registration statement. The registration statement and
exhibits are also available at the SEC's public reference room or through its
website. Statements in this prospectus concerning any document we filed as an
exhibit to the registration statement or that we otherwise filed with the SEC
are not intended to be comprehensive and are qualified by reference to those
filings. You should review the complete document to evaluate these statements.
You may request copies, at no cost, of any or all of the documents referred
to above other than those exhibits to such documents which are not specifically
incorporated by reference therein. Written or telephone requests should be
directed to Thomas J. Volpe, Senior Vice President--Financial Operations, The
Interpublic Group of Companies, Inc., 1271 Avenue of the Americas, New York, New
York 10020, (212) 399-8000.
5
<PAGE>
THE COMPANY
Our primary businesses are the advertising agency business and related
marketing and communications services. We conduct this business globally, using
two advertising agency systems noted below, plus a number of stand-alone local
agencies:
- McCann-Erickson WorldGroup
- Lowe Lintas & Partners Worldwide
The principal functions of our advertising agencies are to plan and create
programs for their clients and to place advertising in various media such as
television, cinema, radio, magazines, newspapers, direct mail, outdoor and
interactive electronic media. Our advertising agencies develop a communications
strategy and then create an advertising program, within the limits imposed by
the client's advertising budget, and place orders for space or time with media
that have been selected. Planning advertising programs involves:
- analyzing the market for the particular product or service
- creating the appropriate advertising campaign to convey the agreed-upon
benefit or message
- choosing the appropriate media to reach the desired market most
efficiently
We conduct other businesses closely related to our advertising business, in
part through our ownership of companies as noted below:
- independent media buying through Initiative Media Worldwide and its
affiliates
- direct and promotional marketing through DraftWorldwide
- marketing research through NFO Worldwide
- global public relations through Shandwick International, Golin/Haris
International and Weber Public Relations Worldwide
- internet and e-business consultancy through Zentropy Partners
- multinational sports and event marketing through Octagon
- sales meetings and targeted events through Jack Morton Worldwide
We also conduct related activities in other areas of marketing
communications that include:
- brand equity and corporate identity services
- graphic design and interactive services
- management consulting and market research
- healthcare marketing
- sales promotion
- internet services
- multicultural advertising and promotion
- other related specialized marketing and communications services
Our corporate headquarters are located at 1271 Avenue of the Americas, New
York, New York 10020 and our telephone number is (212) 399-8000.
6
<PAGE>
USE OF PROCEEDS
We currently intend to use the net proceeds from the sale of any securities
offered by this prospectus and the applicable prospectus supplement for general
corporate purposes, which may include:
- repayment of long-term and short-term indebtedness;
- working capital;
- securities repurchase programs;
- investments in, or extensions of credit to, our subsidiaries;
- financing of possible acquisitions; and
- other purposes as may be stated in the applicable prospectus supplement.
7
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratios of earnings to fixed charges for us and
our consolidated subsidiaries for the periods indicated.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, SIX MONTHS
---------------------------------------------------- ENDED
1995 1996 1997 1998 1999 JUNE 30, 2000
-------- -------- -------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges................. 3.7x 4.5x 4.4x 4.9x 4.2x 4.3x
</TABLE>
In calculating the ratio of earnings to fixed charges, earnings are the sum
of earnings before income taxes plus fixed charges. Fixed charges are the sum of
interest on indebtedness, amortization of debt discount and expense and that
portion of net rental expense deemed representative of the interest component.
8
<PAGE>
DESCRIPTION OF DEBT SECURITIES
We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under our
Senior Debt Indenture, as defined below, and will rank on a parity with all of
our other unsecured and unsubordinated debt. The subordinated debt securities
will be issued under our Subordinated Debt Indenture, as defined below, and will
be subordinate and junior in right of payment, as set forth in the Subordinated
Debt Indenture, to all of our "senior indebtedness," which is defined in our
Subordinated Debt Indenture. If this prospectus is being delivered in connection
with a series of subordinated debt securities, the accompanying prospectus
supplement or the information we incorporate in this prospectus by reference
will indicate the approximate amount of senior indebtedness outstanding as of
the end of the most recent fiscal quarter. We refer to our Senior Debt Indenture
and our Subordinated Debt Indenture individually as an "indenture" and
collectively as the "indentures." The forms of the indentures are exhibits to
the registration statement we filed with the SEC, of which this prospectus is a
part.
We have summarized below the material provisions of the indentures and the
debt securities, or indicated which material provisions will be described in the
related prospectus supplement. These descriptions are only summaries, and each
investor should refer to the applicable indenture, which describes completely
the terms and definitions summarized below and contains additional information
regarding the debt securities. Where appropriate, we use parentheses to refer
you to the particular sections of the applicable indenture. Any reference to
particular sections or defined terms of the applicable indenture in any
statement under this heading qualifies the entire statement and incorporates by
reference the applicable section or definition into that statement. The
indentures are substantially identical, except for the provisions relating to
our negative pledge and the limitations on sale and lease-back covenants, which
are included in the Senior Debt Indenture only, and to subordination.
GENERAL
The debt securities that may be offered under the indentures are not limited
in aggregate principal amount. We may issue debt securities at one or more times
in one or more series. Each series of debt securities may have different terms.
The terms of any series of debt securities will be described in, or determined
by action taken pursuant to, a resolution of our board of directors or in a
supplement to the indenture relating to that series.
The prospectus supplement, including any related pricing supplement,
relating to any series of debt securities that we may offer will state the price
or prices at which the debt securities will be offered, and will contain the
specific terms of that series. These terms may include the following:
(1) the title of the series of debt securities;
(2) whether the debt securities are senior debt securities or subordinated
debt securities or any combination thereof;
(3) the purchase price, denomination and any limit on the aggregate
principal amount of the debt securities;
(4) the date or dates on which principal and premium, if any, on the debt
securities will be payable;
(5) the rate or rates at which the debt securities will bear interest, if
any, or the method of calculating the rate or rates of interest, the date
or dates from which interest will accrue or the method by which the date
or dates will be determined, the dates on which interest will be payable,
and any regular record date for payment of interest;
(6) the place or places where the principal of, premium, if any, and
interest on the debt securities will be payable;
9
<PAGE>
(7) the place or places where the debt securities may be exchanged or
transferred;
(8) the terms and conditions upon which we may redeem the debt securities,
in whole or in part, at our option;
(9) the terms and conditions upon which we may be obligated to redeem or
purchase the debt securities under any sinking fund or similar provisions
or upon the happening of a specified event or at the option of a holder;
(10) the denominations in which the debt securities will be issuable, if
other than denominations of $1,000 and any integral multiple of $1,000;
(11) if other than U.S. dollars, the currency or currencies, including the
currency unit or units, in which payments of principal of, premium, if
any, and interest on the debt securities will or may be payable, or in
which the debt securities shall be denominated, and any particular
related provisions;
(12) if we or a holder may elect that payments of principal of, premium, if
any, or interest on the debt securities be made in a currency or
currencies, including currency unit or units, other than that in which
the debt securities are denominated or designated to be payable, the
currency or currencies in which such payments are to be made, including
the terms and conditions applicable to any payments and the manner in
which the exchange rate with respect to such payments will be determined,
and any particular related provisions;
(13) if the amount of payments of principal of, premium, if any, and
interest on debt securities are determined with reference to an index,
formula or other method, which may be based, without limitation, on a
currency or currencies other than that in which the debt securities are
denominated or designated to be payable, the index, formula or other
method by which the amounts will be determined;
(14) if other than the full principal amount, the portion of the principal
amount of the debt securities which will be payable upon declaration of
acceleration of maturity;
(15) any changes or additions to events of default or covenants set forth in
the indenture with respect to the debt securities;
(16) whether the subordination provisions summarized below or different
subordination provisions, including a different definition of "senior
indebtedness" will apply to any debt securities that are subordinated
debt securities;
(17) any agents for the debt securities, including trustees, depositories,
authenticating or paying agents, transfer agents or registrars;
(18) if we will issue the debt securities in whole or in part in the form of
global securities; and
(19) any other terms of the debt securities.
The debt securities may be offered and sold at a substantial discount below
their stated principal amount and may be "original issue discount securities."
"Original issue discount securities" will bear no interest or interest at a rate
below the prevailing market rate at the time of issuance. In addition, less than
the entire principal amount of these securities will be payable upon declaration
of acceleration of their maturity. We will describe any United States federal
income tax consequences and other special considerations applicable to any such
original issue discount securities in the applicable prospectus supplement.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, the
principal of, premium, if any, and interest on the debt securities will be
payable, and the exchange of and the transfer of debt securities
10
<PAGE>
will be registrable, at our office or agency maintained for such purpose in New
York and at any other office or agency maintained for that purpose. We will
issue the debt securities in denominations of $1,000 or integral multiples of
$1,000. Unless otherwise provided in the debt securities to be transferred or
exchanged, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may require payment of a sum sufficient
to cover any tax or other governmental charge imposed because of the
transactions.
All money paid by us to a paying agent for the payment of principal of,
premium, if any, or interest on any debt security which remains unclaimed for
one year after the principal, premium or interest has become due and payable may
be repaid to us, and thereafter the holder of the debt security may look only to
us for payment of those amounts.
In the event of any redemption, we will not be required to (a) issue,
register the transfer of or exchange the debt securities of any series during a
period beginning 15 days before the mailing of a notice of redemption of debt
securities of that series to be redeemed and ending on the date of the mailing
or (b) register the transfer of or exchange any debt security, or portion
thereof, called for redemption, except the unredeemed portion of any debt
security being redeemed in part.
GLOBAL DEBT SECURITIES AND BOOK-ENTRY SYSTEM
The following provisions will apply to the debt securities of any series if
the prospectus supplement relating to such series so indicates.
Unless otherwise indicated in the applicable prospectus supplement, the debt
securities of that series will be issued in book-entry form and will be
represented by one or more global securities registered in the name of The
Depository Trust Company, New York, or its nominee. This means that we will not
issue certificates to each holder. Each global security will be issued to DTC,
which will keep a computerized record of its participants, such as your broker,
whose clients have purchased debt securities. Each participant will then keep a
record of its clients who purchased the debt securities. Unless it is exchanged
in whole or in part for a certificate, a global security may not be transferred,
except that DTC, its nominees, and their successors may transfer a global
security as a whole to one another.
Beneficial interests in global securities will be shown on, and transfers of
global securities will be made only through, records maintained by DTC and its
participants. If you are not a participant in DTC, you may beneficially own debt
securities held by DTC only through a participant.
The laws of some states require that certain purchasers of securities take
physical delivery of the securities in definitive form. These limits and laws
may impair the ability to transfer beneficial interests in a global security.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act. DTC holds the securities that its participants deposit. DTC also
records the settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. The rules that apply to
DTC and its participants are on file with the SEC.
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant.
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
11
<PAGE>
We will wire payments of principal, premium, if any, and interest to DTC's
nominee. We and the trustee will treat DTC's nominee as the owner of the global
securities for all purposes. Accordingly, we, the trustee and any paying agent
will have no direct responsibility or liability to pay amounts due on the global
securities to owners of beneficial interests in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records. In addition, it is DTC's current practice to assign any
consenting or voting rights to participants whose accounts are credited with
debt securities on a record date, by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global securities, and
voting by participants, will be governed by the customary practices between the
participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, payments will be the responsibility of the participants and not of DTC,
the trustee or us.
So long as DTC or its nominee is the registered owner of a global security,
DTC or that nominee, as the case may be, will be considered the sole owner or
holder of the debt securities represented by that global security for all
purposes under the indenture. Owners of beneficial interests in a global
security (a) will not be entitled to have the debt securities represented by
that global security registered in their names, (b) will not receive or be
entitled to receive physical delivery of the debt securities in definitive form,
and (c) will not be considered the owners or holders of the debt securities
under the indenture. We will issue debt securities of any series then
represented by global securities in definitive form in exchange for those global
securities if:
- DTC notifies us that it is unwilling or unable to continue as depositary
or if DTC ceases to be a clearing agency registered under applicable law
and a successor depositary is not appointed by us within 90 days; or
- we determine not to require all of the debt securities of a series to be
represented by a global security.
If we issue debt securities in definitive form in exchange for a global
security, an owner of a beneficial interest in the global security will be
entitled to have debt securities equal in principal amount to the beneficial
interest registered in its name and will be entitled to physical delivery of
those debt securities in definitive form. Debt securities issued in definitive
form will, except as set forth in the applicable prospectus supplement, be
issued in denominations of $1,000 and any multiple of $1,000 and will be issued
in registered form only, without coupons.
INDENTURES
Debt securities that will be senior debt will be issued under a Senior
Indenture between us and The Bank of New York, as trustee. We call that
indenture, as it may be supplemented from time to time, the Senior Debt
Indenture. Debt securities that will be subordinated debt will be issued under a
Subordinated Indenture between us and The Bank of New York, as trustee. We call
that indenture, as it may be supplemented from time to time, the Subordinated
Debt Indenture. We refer to The Bank of New York as the "trustee."
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
Holders of subordinated debt securities should recognize that contractual
provisions in the Subordinated Debt Indenture may prohibit us from making
payments on these securities. Subordinated debt securities are subordinate and
junior in right of payment, to the extent and in the manner stated in the
Subordinated Debt Indenture, to all of our senior indebtedness. The Subordinated
Debt Indenture defines senior indebtedness as obligations of, or guaranteed or
assumed by, Interpublic for borrowed money or
12
<PAGE>
evidenced by bonds, debentures, notes or other securities issued under the
provisions of an indenture or similar instruments, and amendments, renewals,
deferrals, extensions, modifications and refundings of any of, or bonds,
debentures, notes or other evidences of indebtedness issued in exchange for,
that indebtedness or of those obligations. Nonrecourse obligations, the
subordinated debt securities and any other obligations specifically designated
as being subordinate in right of payment to senior indebtedness and indebtedness
and advances among us and our direct and indirect subsidiaries are not senior
indebtedness as defined under the Subordinated Debt Indenture.
Unless otherwise provided in the applicable prospectus supplement, the
subordination provisions of the Subordinated Debt Indenture will apply to
subordinated debt securities. The Subordinated Debt Indenture provides that,
unless all principal of and any premium or interest on the senior indebtedness
has been paid in full, or provision has been made to make these payments in
full, no payment of principal of, or any premium or interest on, any
subordinated debt securities may be made in the event:
- of any insolvency or bankruptcy proceedings, or any receivership,
liquidation, reorganization or other similar proceedings involving us or a
substantial part of our property; or
- that (a) a default has occurred in the payment of principal, any premium,
interest or other monetary amounts due and payable on any senior
indebtedness or (b) there has occurred any other event of default
concerning senior indebtedness, that permits the holder or holders of the
senior indebtedness to accelerate the maturity of the senior indebtedness,
with notice or passage of time, or both, and that event of default has
continued beyond the applicable grace period, if any, and that default or
event of default has not been cured or waived or has not ceased to exist.
COVENANTS
Except as described below or as otherwise provided in the applicable
prospectus supplement with respect to any series of debt securities, we are not
restricted by the indentures from incurring, assuming or becoming liable for any
type of debt or other obligations, from paying dividends or making distributions
on our capital stock or purchasing or redeeming our capital stock. The
indentures do not require the maintenance of any financial ratios or specified
levels of net worth or liquidity. In addition, the indentures do not contain any
provisions that would require us to repurchase or redeem or otherwise modify the
terms of any of the debt securities upon a change in control or other events
that may adversely affect the creditworthiness of the debt securities, such as a
highly leveraged transaction.
Unless otherwise indicated in the applicable prospectus supplement,
covenants contained in the senior debt indenture, which are summarized below,
will be applicable to the series of senior debt securities to which the
prospectus supplement relates so long as any of the senior debt securities of
such series are outstanding. None of the covenants summarized below will be
applicable to any series of subordinated debt securities unless noted in the
applicable prospectus supplement. Terms used in the description of these
covenants are defined under "Definitions Applicable to Covenants" at the end of
this section.
LIMITATIONS ON LIENS. If we or any of our Restricted Subsidiaries incur any
Indebtedness secured by an interest in or lien on any of our assets or those of
any Restricted Subsidiary, we are required to secure the then-outstanding senior
debt securities equally and ratably with, or, at our option, prior to, the
Indebtedness. The preceding provisions will not require us to secure the debt
securities if the liens consist of either Permitted Liens or liens securing
excepted Indebtedness.
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LIMITATIONS ON SALE AND LEASE-BACK TRANSACTIONS. We and our Restricted
Subsidiaries will not sell or transfer any assets with the intention of entering
into a lease of the assets for a term of more than three years unless
- the assets have not been owned by us or any of our Restricted Subsidiaries
or have not been in full operation for more than one year prior to the
sale or transfer;
- we or such Restricted Subsidiary could incur Indebtedness secured by a
lien on the assets at least equal in amount to the Attributable Debt with
respect to the transaction without equally and ratably securing the debt
securities under the limitation on liens in the indenture;
- we apply an amount equal to the value of such assets within 180 days of
such sale
-- to the defeasance or retirement, other than any mandatory retirement,
mandatory prepayment or sinking fund payment or by way of payment at
maturity, of debt securities or other Indebtedness incurred by us or a
Restricted Subsidiary that matures more than one year after the
creation of the Indebtedness, or
-- to the purchase, construction or development of other property;
- the transaction is between us and any of our Restricted Subsidiaries.
EXCEPTED INDEBTEDNESS. Notwithstanding the foregoing limitations on liens
and sale and lease-back transactions, and without limiting our or any Restricted
Subsidiary's ability to issue, incur, create, assume or guarantee Indebtedness
secured by Permitted Liens, we or any Restricted Subsidiary will be permitted to
incur Indebtedness secured by a lien or may enter into a sale and lease-back
transaction, in either case, without regard to the restrictions contained in the
preceding two paragraphs, if at the time the Indebtedness is incurred and after
giving effect thereto, the sum of (a) the aggregate principal amount of all
Indebtedness secured by liens, other than Permitted Liens, or, if less, the fair
market value of the property subject to the lien, as determined in good faith by
our board of directors and (b) the Attributable Debt of all such sale and
lease-back transactions, in each case not otherwise permitted in the preceding
two paragraphs, does not exceed 15% of Consolidated Net Worth.
DEFINITIONS APPLICABLE TO COVENANTS. The term "Attributable Debt" means,
with respect to any sale and lease-back transaction, at the time of
determination, the lesser of
- the fair market value of the property subject to the transaction, as
determined in good faith by our board of directors;
- the present value, discounted at the lease's identified or implicit rate
of interest, if determinable, of the total net amount of rent (as
described below) required to be paid under the lease during the remaining
term of the lease, including any renewal term or period for which the
lease has been extended; or
- if the obligation with respect to the sale and lease-back transaction
constitutes an obligation that we must classify and account for as a
capitalized lease for financial reporting purposes in accordance with
GAAP, the amount equal to the capitalized amount of the obligation
determined in accordance with GAAP and included in the financial
statements of the lessee.
The term "rent" does not include amounts required to be paid by the lessee,
whether or not designated as rent or additional rent, on account of or
contingent upon maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease that is terminable by the
lessee upon the payment of a penalty, the net amount of rent will be the lesser
of (a) the net amount determined assuming termination upon the first date the
lease may be terminated, in which case the net amount will also include the
amount of the penalty, but no rent will be considered as required to be paid
under the lease subsequent to the first day upon which it may be so terminated
and (b) the net amount determined assuming no termination.
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The term "Consolidated Net Worth" means, at any date of determination,
- our total assets and those of our Subsidiaries, including, without
limitation, all items that are treated as intangibles in accordance with
GAAP, at such date, less
- our total liabilities and those of our Subsidiaries, including, without
limitation, all deferred taxes, at such date,
in each case determined on a consolidated basis and in accordance with GAAP;
provided, however, that the term "Consolidated Net Worth" will not give effect
to any cumulative translation adjustments, whether positive or negative, at any
such date.
The term "Indebtedness" means, with respect to any person, without
duplication for indebtedness or other obligations of the person, any
indebtedness of the person for money borrowed, whether incurred, assumed or
guaranteed, and including obligations under capitalized leases.
The term "Permitted Liens" means
(1) liens on property or assets acquired or held by us or any of our
Restricted Subsidiaries incurred to secure the payment of all or any part
of the purchase price of the property or assets or to secure Indebtedness
incurred prior to, at the time of, or within 180 days after the
acquisition for the purpose of financing all or any part of the purchase
price, or liens existing on any property or assets at the time of its
acquisition, other than any liens created in contemplation of the
acquisition that were not incurred to finance all or any part of the
purchase price of the property or assets; provided, however, that the
lien does not extend to or cover any property or assets of any character
other than the property or assets being acquired;
(2) liens on property or assets of a person, including any entity, other
than us or any of our Restricted Subsidiaries, existing at the time we or
our Restricted Subsidiaries purchase or acquire the property or asset,
provided, however, that the liens were not created in contemplation of
the purchase or other acquisition and do not extend to any property or
assets other than those so purchased or otherwise acquired;
(3) liens affecting property or assets of a person, other than us or any of
our Restricted Subsidiaries, existing at the time the person merges into
or consolidates with us or a Restricted Subsidiary or becomes a
Restricted Subsidiary or at the time of sale, lease or other disposition
of the property or assets as an entirety or substantially as an entirety
to us or a Restricted Subsidiary, provided, however, that the liens were
not created in contemplation of the merger, consolidation or acquisition
and do not extend to any property or assets other than those of the
person so merged into or consolidated with, or acquired by, us or such
Restricted Subsidiary;
(4) liens to secure Indebtedness owing by a Restricted Subsidiary to us or
to a Restricted Subsidiary;
(5) liens existing on the date of initial issuance of the debt securities of
a particular series;
(6) liens in favor of the United States or any of its States, territories or
possessions, or the District of Columbia, or any department, agency,
instrumentality or political subdivision of any of those political
entities, to secure partial, progress, advance or other payments;
(7) liens on any property to secure all or part of the cost of its
alteration, repair or improvement or Indebtedness incurred to provide
funds for this purpose in a principal amount not exceeding the cost of
the improvements or construction;
(8) purchase money liens on personal property;
(9) liens created in connection with capitalized lease obligations, but only
to the extent that such liens encumber property financed by such capital
lease obligation and the principal component of such capitalized lease
obligation is not increased;
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(10) liens on property arising in connection with a securities repurchase
transaction;
(11) liens, including judgment liens, arising in connection with legal
proceedings, taxes, fees, assessments or other governmental charges, so
long as such proceedings, taxes, fees, assessments or other governmental
charges are being contested in good faith and, in the case of judgment
liens, execution on the liens is stayed and for which we have established
any reserves required in accordance with GAAP;
(12) carriers', warehousemen's, mechanics', landlords', materialmens',
repairmens' or other similar liens arising in the ordinary course of
business which are not overdue for a period of more than 90 days or are
being contested in good faith by appropriate proceedings diligently
pursued, provided, however, that
- any proceedings commenced for the enforcement of the liens have been
stayed or suspended within 30 days after their commencement, and
- provision for the payment of the liens has been made on our books to
the extent required by GAAP;
(13) easements, rights-of-way, zoning restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the underlying property or interfere
with the ordinary conduct of our business or that of any Restricted
Subsidiary;
(14) pledges or deposits to secure obligations under workers' compensation
laws or other similar legislation, other than in respect of employee
benefit plans subject to the Employee Retirement Income Security Act of
1974, or to secure public or statutory obligations;
(15) liens securing the performance of, or payment in respect of, bids,
tenders, government contracts, other than for the repayment of borrowed
money, surety and appeal bonds and other obligations of a similar nature
incurred in the ordinary course of business;
(16) any interest or title of a lessor or sublessor and any restriction or
encumbrance to which the interest or title of the lessor or sublessor may
be subject that is incurred in the ordinary course of business; and
(17) extensions, renewals, refinancings or replacements of any lien referred
to in the above items; provided, however, that any liens permitted by any
of the above items do not extend to or cover any of our property or that
of the Restricted Subsidiary, as the case may be, other than the property
specified in these items and improvements to that property.
The term "Restricted Subsidiary" means any Subsidiary which meets any of the
following conditions:
- our and our other Subsidiaries' investments in and advances to the
Subsidiary exceed 10% of our total assets and those of our subsidiaries
consolidated as of the end of the most recently completed fiscal year;
- our and our other Subsidiaries' proportionate share of the total assets,
after intercompany eliminations, of the Subsidiary exceed 10% of our total
assets and those of our subsidiaries consolidated as of the end of the
most recently completed fiscal year; or
- our and our other Subsidiaries' equity in the income from continuing
operations before income taxes, extraordinary items and cumulative effect
of changes in accounting principles of the Subsidiary exceeds 10% of our
income and that of our subsidiaries consolidated for the most recently
completed fiscal year.
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The term "Subsidiary" means, with respect to any person, including any
entity, any corporation, partnership, joint venture, limited or unlimited
liability company, trust or estate of which, or in which, more than 50% of:
- the issued and outstanding shares of capital stock having voting power,
under ordinary circumstances, to elect directors of the corporation,
irrespective of whether at the time shares of capital stock of any other
class or classes of the corporation have or might have voting power upon
the occurrence of any contingency;
- the interest in the capital or profits of the limited or unlimited
liability company, partnership or joint venture; or
- the beneficial interest in the trust or estate,
is at the time, directly or indirectly, owned by the person, by the person and
one or more of its other Subsidiaries or by one or more of the person's other
Subsidiaries.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate or merge with or into any other person, including any
other entity, or convey, transfer or lease all or substantially all of our
properties and assets to any person or group of affiliated persons unless
- we are the continuing corporation or the person, if other than us, formed
by such consolidation or with which or into which we are merged or the
person to which all or substantially all our properties and assets are
conveyed, transferred or leased is a corporation organized and existing
under the laws of the United States, any of its States or the District of
Columbia and expressly assumes our obligations under the debt securities
and each indenture; and
- immediately after giving effect to the transaction, there is no default
and no event of default under the relevant indenture.
If we consolidate with or merge into any other corporation or convey,
transfer or lease all or substantially all of our property and assets as
described in the preceding paragraph, the successor corporation shall succeed to
and be substituted for us, and may exercise our rights and powers under the
indentures, and thereafter, except in the case of a lease, we will be relieved
of all obligations and covenants under the indentures and all outstanding debt
securities.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, "events
of default" under each indenture with respect to debt securities of any series
will include:
(1) default in the payment of interest on any debt security of that series
when due that continues for a period of 30 days;
(2) default in the payment of principal of or premium on any debt security
of that series when due;
(3) default in the deposit of any sinking fund payment on that series when
due;
(4) failure to comply with any of our other agreements contained in the
indenture for a period of 60 days after notice to us by the trustee or by
the holders of at least 25% in principal amount of the debt securities of
that series;
(5) occurrence of an event of default within the meaning of another
mortgage, indenture or debt instrument under which there may be issued
any of our Indebtedness, other than the debt securities of such series,
in an amount in excess of $20,000,000 and which results in the
Indebtedness becoming or being declared due and payable prior to the date
on which it would
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otherwise become due and payable, and we have not cured the default in
payment or the acceleration is not rescinded or annulled within 10 days
after written notice to us from the trustee or to us and to the trustee
from the holders of at least 25% in principal amount of the outstanding
debt securities of that series; provided, however, that if, prior to a
declaration of acceleration of the maturity of the debt securities of
that series or the entry of judgment in favor of the trustee in a suit
pursuant to the applicable indenture, the default has been remedied or
cured by us or waived by the holders of the Indebtedness, then the event
of default will be deemed likewise to have been remedied, cured or
waived; and
(6) certain events of bankruptcy, insolvency or reorganization with respect
to us and our Restricted Subsidiaries.
No event of default with respect to a particular series of debt securities,
except as to certain events involving bankruptcy, insolvency or reorganization
with respect to us, necessarily constitutes an event of default with respect to
any other series of debt securities.
In general, each indenture obligates the trustee to give notice of a default
with respect to a series of debt securities to the holders of that series. The
trustee may withhold notice of any default, except a default in payment on any
debt security, if the trustee determines it is in the best interest of the
holders of that series to do so.
If there is a continuing event of default, the trustee or the holders of at
least 25% in principal amount of the debt securities of an affected series may
require us to repay immediately the unpaid principal, or if the debt securities
of that series are original issue discount securities, the portion of the
principal amount as may be specified in the terms of that series, of and
interest on all debt securities of that series. In the case of an event of
default resulting from events of bankruptcy, insolvency or reorganization with
respect to Interpublic (but not our subsidiaries), the principal, or such
specified amount, of and interest on all debt securities of that series will
become immediately payable without any act on the part of the trustee or any
holder of debt securities. Subject to certain conditions, the holders of a
majority in principal amount of the debt securities of a series may rescind our
obligation to accelerate repayment and may waive past defaults, except a default
in payment of the principal of and premium, if any, and interest on any debt
security of that series and some covenant defaults under the terms of that
series.
Under the terms of each indenture, the trustee may refuse to enforce the
indenture or the debt securities unless it first receives satisfactory security
or indemnity from the holders of debt securities. Subject to limitations
specified in each indenture, the holders of a majority in principal amount of
the debt securities of any series will have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee.
No holder of any debt security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to each indenture
or for the appointment of a receiver or trustee, or for any other remedy under
each indenture unless:
- the holder shall have previously given to the trustee written notice of a
continuing event of default with respect to debt securities of that
series, and
- the holders of at least 25% in principal amount of the debt securities of
that series have made written request, and offered reasonable indemnity,
to the trustee to institute such proceeding as trustee, and the trustee
has not received from the holders of a majority in principal amount of the
debt securities of that series a direction inconsistent with the request
and has failed to institute the proceeding within 60 days.
Notwithstanding the foregoing, the holder of any debt security will have an
absolute and unconditional right to receive payment of the principal of and
premium, if any, and interest on the debt security on or
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after the due dates expressed in the debt security and to institute suit for the
enforcement of any such payment.
Each indenture requires us to furnish to the trustee annually a certificate
as to our compliance with such indenture.
MODIFICATION OF THE INDENTURES
Each indenture permits us and the relevant trustee to amend the indenture
without the consent of the holders of any of the debt securities
(1) to evidence the succession of another corporation and the assumption of
our covenants under such indenture and the debt securities;
(2) to add to our covenants or to the events of default or to make certain
other changes which would not adversely affect in any material respect
the holder of any outstanding debt securities;
(3) to cure any ambiguity, defect or inconsistency; and
(4) for other purposes as described in each indenture.
Each indenture also permits us and the trustee, with the consent of the
holders of a majority in principal amount of the debt securities of each series
affected by the amendment, with each such series voting as a class, to add any
provisions to or change or eliminate any of the provisions of such indenture or
any supplemental indenture or to modify the rights of the holders of debt
securities of each series, provided, however, that, without the consent of the
holder of each debt security so affected, no such amendment may
(1) change the maturity of the principal of or premium, if any, or any
installment of principal or interest on any debt security;
(2) reduce the principal amount of any debt security, or the rate of
interest or any premium payable upon the redemption, repurchase or
repayment of any debt security, or change the manner in which the amount
of any of the foregoing is determined;
(3) reduce the amount of principal payable upon acceleration of maturity;
(4) change the place of payment where, or the currency or currency unit in
which, any debt security or any premium or interest on the debt security
is payable;
(5) reduce the percentage in principal amount of affected debt securities
the consent of whose holders is required for amendment of the indenture
or for waiver of compliance with some provisions of the indenture or for
waiver of some defaults;
(6) change our obligation with respect to the redemption provisions of the
indenture in a manner adverse to the holder; or
(7) modify the provisions relating to waiver of some defaults or any of the
provisions relating to amendment of the indenture except to increase the
percentage required for consent or to provide that some other provisions
of the indenture may not be modified or waived.
The holders of a majority in principal amount of the debt securities of any
series may, on behalf of the holders of all debt securities of that series,
waive, insofar as is applicable to that series, our compliance with some
restrictive provisions of the indentures.
We may not amend the Subordinated Debt Indenture to alter the subordination
of any outstanding subordinated debt securities in a manner adverse to the
holders of senior indebtedness without the written consent of the holders of
senior indebtedness then outstanding under the terms of such senior
indebtedness.
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DEFEASANCE AND COVENANT DEFEASANCE
We may elect either
- to be discharged from all our obligations in respect of debt securities of
any series, except for our obligations to register the transfer or
exchange of debt securities, to replace temporary, destroyed, stolen, lost
or mutilated debt securities, to maintain paying agencies and to hold
monies for payment in trust (we will refer to this discharge as
"defeasance"), or
- to be released from our obligations to comply with some restrictive
covenants applicable to the debt securities of any series (we will refer
to this release as "covenant defeasance");
in either case upon the deposit with the trustee, or other qualifying trustee,
in trust, of money and/or U.S. government obligations which will provide money
sufficient to pay all principal of and any premium and interest on the debt
securities of that series when due. We may establish such a trust only if, among
other things, we have received an opinion of counsel to the effect that the
holders of debt securities of the series (a) will not recognize income, gain or
loss for federal income tax purposes as a result of the deposit, defeasance or
covenant defeasance and (b) will be subject to federal income tax on the same
amounts, and in the same manner and at the same times as would have been the
case if the deposit, defeasance or covenant defeasance had not occurred. The
opinion, in the case of defeasance under the first bullet point above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable federal income tax laws occurring after the date of the relevant
indenture.
We may exercise the defeasance option with respect to debt securities
notwithstanding our prior exercise of the covenant defeasance option. If we
exercise the defeasance option, payment of the debt securities may not be
accelerated because of a default. If we exercise the covenant defeasance option,
payment of the debt securities may not be accelerated by reason of a default
with respect to the covenants to which covenant defeasance is applicable.
However, if the acceleration were to occur by reason of another default, the
realizable value at the acceleration date of the money and U.S. government
obligations in the defeasance trust could be less than the principal and
interest then due on the debt securities, in that the required deposit in the
defeasance trust is based upon scheduled cash flow rather than market value,
which will vary depending upon interest rates and other factors.
REGARDING THE TRUSTEE
The Bank of New York will serve as trustee under both indentures. The Bank
of New York currently serves as trustee under other of our debt instruments.
Each indenture contains limitations on the rights of the trustee, should the
trustee become our creditor, to obtain payment of claims in some cases, or to
realize on specified property received in respect of these claims, as security
or otherwise. The trustee and its affiliates may engage in, and will be
permitted to continue to engage in, other transactions with us and our
affiliates, provided, however, that if it acquires any conflicting interest as
described under the Trust Indenture Act of 1939, it must eliminate the conflict
or resign.
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PLAN OF DISTRIBUTION
We may sell the securities being offered by this prospectus in three ways:
(1) through agents, (2) through underwriters and (3) through dealers.
We may designate agents from time to time to solicit offers to purchase
these securities. We will name any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act") and state any commissions we are to pay to that agent in
the applicable prospectus supplement. That agent will be acting on a reasonable
efforts basis for the period of its appointment or, if indicated in the
applicable prospectus supplement, on a firm commitment basis.
If we use any underwriters to offer and sell these securities, we will enter
into an underwriting agreement with those underwriters when we and they
determine the offering price of the securities, and we will include the names of
the underwriters and the terms of the transaction in the applicable prospectus
supplement.
If we use a dealer to offer and sell these securities, we will sell the
securities to the dealer, as principal, and will name the dealer in the
applicable prospectus supplement. The dealer may then resell the securities to
the public at varying prices to be determined by that dealer at the time of
resale.
Our net proceeds will be the purchase price in the case of sales to a
dealer, the public offering price less discount in the case of sales to an
underwriter or the purchase price less commission in the case of sales through
an agent--in each case, less other expenses attributable to issuance and
distribution.
Each issue of debt securities will be a new issue of securities with no
established trading market. It has not been established whether the
underwriters, if any, of the securities will make a market in the debt
securities. If a market in the debt securities is made by any such underwriters,
such market-making may be discontinued at any time without notice. We can give
no assurance as to the liquidity of the trading market of the debt securities.
In order to facilitate the offering of these securities, the underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of these securities or any other securities the prices of which may be
used to determine payments on these securities. Specifically, the underwriters
may over-allot in connection with the offering, creating a short position in
these securities for their own accounts. In addition, to cover over-allotments
or to stabilize the price of these securities or of any other securities, the
underwriters may bid for, and purchase, these securities or any other securities
in the open market. Finally, in any offering of the securities through a
syndicate of underwriters, the underwriting syndicate may reclaim selling
concessions allowed to an underwriter or a dealer for distributing these
securities in the offering, if the syndicate repurchases previously distributed
securities in transactions to cover syndicate short positions, in stabilization
transactions or otherwise. Any of these activities may stabilize or maintain the
market price of these securities above independent market levels. The
underwriters are not required to engage in these activities, and may end any of
these activities at any time.
If so indicated in the applicable prospectus supplement, one or more firms,
which we refer to as "remarketing firms," acting as principals for their own
accounts or as agents for us, may offer and sell these securities as part of a
remarketing upon their purchase, in accordance with their terms. We will
identify any remarketing firm, the terms of its agreement, if any, with us and
its compensation in the applicable prospectus supplement. Remarketing firms,
agents, underwriters and dealers may be entitled under agreements with us to
indemnification by us against some civil liabilities, including liabilities
under the Securities Act, and may be customers of, engage in transactions with
or perform services for us in the ordinary course of business.
If so indicated in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by some purchasers to purchase debt
securities, purchase contracts or units, as the case may be, from us at the
public offering price stated in the prospectus supplement under delayed delivery
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contracts providing for payment and delivery on a specified date in the future.
These contracts will be subject to only those conditions described in the
prospectus supplement, and the prospectus supplement will state the commission
payable for solicitation of these offers.
Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.
Certain underwriters or agents have engaged in transactions with and
performed various investment banking and other services for Interpublic in the
past, and may do so from time to time in the future.
Interpublic has performed advertising services for certain underwriters or
agents in the past, and may do so from time to time in the future.
LEGAL MATTERS
The validity of the securities offered will be passed upon for Interpublic
by Nicholas J. Camera, Esq., Senior Vice President, General Counsel and
Secretary of Interpublic.
EXPERTS
The consolidated financial statements of Interpublic and its subsidiaries
incorporated in this prospectus by reference to Interpublic's Current Report on
Form 8-K dated July 17, 2000 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 Interpublic's
Current Report on Form 8-K dated July 17, 2000) of Hill, Holliday, Connors,
Cosmopulus, Inc., International Public Relations plc and The MBL Group Plc for
the year ended December 31, 1997, and NFO Worldwide Inc. for the years ended
December 31, 1999 and 1998 and for each of the years in the three year period
ended December 31, 1999, each a wholly-owned subsidiary of Interpublic, the
reports of Ernst & Young LLP, Ernst & Young, Soteriou Banerji and Arthur
Andersen LLP, respectively, given on the authority of said firms as experts in
accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses payable in connection with the distribution of the securities being
registered (estimated except for the registration fee), all of which will be
borne by the registrant, are as follows:
<TABLE>
<S> <C>
Registration Fee............................................ $132,000
Trustee's and Transfer Agent's Fees and Expenses............ $ 45,000
Printing and Engraving Fees................................. $ 50,000
Legal Fees and Expenses..................................... $100,000
Blue Sky Fees and Expenses.................................. $ 15,000
Accounting Fees and Expenses................................ $ 15,000
Rating Agency Fees.......................................... $100,000
Miscellaneous Expenses...................................... $ 10,000
--------
$467,000
========
</TABLE>
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 that 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 or she 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 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.
II-1
<PAGE>
The Company's by-laws 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 capacities.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
--------------------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement.
4.1 Form of Senior Debt Indenture
4.2 Form of Subordinated Debt Indenture
4.3 Form of Senior Debt Security (included in Exhibit 4.1).
4.4 Form of Subordinated Debt Security (included in Exhibit
4.2).
5.1 Opinion of Nicholas J. Camera, Esq. as to the legality of
the securities registered hereunder.
12.1 Statement regarding computation of ratio of earnings to
fixed charges.
23.1 Consent of PricewaterhouseCoopers LLP (relating to financial
statements of The Interpublic Group of Companies, Inc.)
23.2 Consent of Ernst & Young LLP (relating to financial
statements of Hill, Holliday, Connors, Cosmopulos, Inc.
included in the financial statements of The Interpublic
Group of Companies, Inc.)
23.3 Consent of Ernst & Young (relating to financial statements
of Interpublic Public Relations plc included in the
financial statements of The Interpublic Group of Companies,
Inc.)
23.4 Consent of Arthur Andersen LLP (relating to financial
statements of NFO Worldwide, Inc. included in the financial
statements of The Interpublic Group of Companies, Inc.)
23.5 Consent of Soteriou Banerji (relating to financial
statements of The MBL Group Plc included in the financial
statements of The interpublic Group of Companies, Inc.)
23.6 Consent of Nicholas J. Camera, Esq. (included in
Exhibit 5.1).
24.1 Power of Attorney (included on signature page)
25.1 Statement of Eligibility of Trustee on Form T-1.
</TABLE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
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 this 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
II-2
<PAGE>
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 the effective 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 paragraphs (a)(1)(i) and (a)(1)(ii) shall 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
therein, 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
to this registration statement 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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 provisions described under Item 15 above, 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 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 of 1933 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-3
<PAGE>
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 August 25, 2000.
<TABLE>
<S> <C> <C>
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: /s/ NICHOLAS J. CAMERA
-----------------------------------------
Nicholas J. Camera
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Nicholas J. Camera his or her true and lawful
attorney-in-fact with full power of substitution and resubstitution, in any and
all capacities, to sign this registration statement or amendments (including
post-effective amendments) thereto and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes and he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their 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 below by the following persons in the
following capacities on the 25th day of August, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ PHILIP H. GEIER, JR. Chairman of the Board, Chief Executive Officer
------------------------------------------- (Principal Executive Officer) and Director
Philip H. Geier, Jr.
/s/ SEAN F. ORR Executive Vice President, Chief Financial
------------------------------------------- Officer (Principal Financial Officer) and
Sean F. Orr Director
/s/ JOHN J. DOONER, JR. President, Chief Operating Officer and
------------------------------------------- Director
John J. Dooner, Jr.
/s/ FREDERICK MOLZ Vice President and Controller (Principal
------------------------------------------- Accounting Officer)
Frederick Molz
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ FRANK J. BORELLI Director
-------------------------------------------
Frank J. Borelli
/s/ REGINALD K. BRACK Director
-------------------------------------------
Reginald K. Brack
/s/ JILL M. CONSIDINE Director
-------------------------------------------
Jill M. Considine
/s/ JAMES R. HEEKIN Director
-------------------------------------------
James R. Heekin
/s/ FRANK B. LOWE Director
-------------------------------------------
Frank B. Lowe
/s/ MICHAEL A. MILES Director
-------------------------------------------
Michael A. Miles
/s/ J. PHILLIP SAMPER Director
-------------------------------------------
J. Phillip Samper
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
--------------------- ----------------------
<C> <S>
1.1 Form of Underwriting Agreement
4.1 Form of Senior Debt Indenture
4.2 Form of Subordinated Debt Indenture
5.1 Opinion of Nicholas J. Camera, Esq.
12.1 Statement regarding computation of ratio of earnings to
fixed charges
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Ernst & Young
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Soteriou Banerji
25.1 Statement of Eligibility of Trustee on Form T-1
</TABLE>
