Draft: July 20, 2000
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2000
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
---------------
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NICHOLAS J. CAMERA, SENIOR VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Mitchell Gendel, Esq. James F. Munsell, Esq.
The Interpublic Group Cleary, Gottlieb, Steen
of Companies, Inc. & Hamilton
1271 Avenue of the Americas One Liberty Plaza
New York, New York 10020 New York, New York 10006
212-399-8000 212-225-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
---------------
<TABLE>
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum aggregate offering registration fee
offering price price*
per share*
------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.10 per
share 3,217,582 $43.69 $140,576,157.60 $28,560
shares
------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, and based on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on July 18, 2000.
</TABLE>
---------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its Effective Date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
The information contained 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 or any applicable state securities commission
is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
Subject to Completion, Dated July 20, 2000
Prospectus
3,217,582 Shares
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Common Stock
-----------------
This is a public offering of shares of common stock, par value $.10 per
share, of The Interpublic Group of Companies, Inc. by the selling stockholders
named in this Prospectus. The selling stockholders are offering shares of common
stock of Interpublic. Interpublic will not receive any of the proceeds from the
offering.
The common stock is listed on the New York Stock Exchange under the
symbol "IPG." On July 18, 2000, the last reported sale price of the common stock
on the New York Stock Exchange was $43.88 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus dated July [ ], 2000
<PAGE>
TABLE OF CONTENTS
Available Information..................................................
Incorporation of Certain Information by Reference......................
The Company............................................................
Use of Proceeds........................................................
Common Stock Price Range and Dividends.................................
Selling Stockholders...................................................
Plan of Distribution...................................................
Legal Matters..........................................................
Experts................................................................
-------------------
Unless the context otherwise requires, "Company," "we," "us," "our" or
"Interpublic" means The Interpublic Group of Companies, Inc., a Delaware
corporation.
AVAILABLE INFORMATION
We have filed with the Securities and Exchange Commission (the "SEC" or
"Commission") a registration statement on Form S-3, under the Securities Act of
1933, as amended (the "Securities Act") for the registration of the common stock
offered hereby. This prospectus constitutes a part of that registration
statement and does not contain all the information set forth in that
registration statement, certain parts of which have been omitted as permitted by
the rules and regulations of the SEC. For further information regarding
Interpublic and the common stock offered hereby, you should refer to that
registration statement.
In accordance with the Exchange Act, we file reports, proxy statements
and other information with the SEC. You may read and copy materials we have
filed with the SEC at the public reference facilities maintained by the SEC at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following regional offices of the SEC: Seven World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Copies of such materials can be
obtained by mail from the Public Reference Section of the SEC, at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC. In addition, you
can inspect reports, proxy statements and other information concerning the
Company at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We incorporate by reference into this prospectus the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, including any
filings after the date of this prospectus, until the selling stockholders have
sold all of the securities to which this prospectus relates or the offering is
otherwise terminated:
o Our Annual Report on Form 10-K for the year ended December 31, 1999
o Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000
o Our Proxy Statement for the 2000 annual meeting of stockholders
o Our Current Reports on Form 8-K dated April 13, 2000, April 20, 2000
and July 17, 2000
o The description of the common stock contained in our registration
statement on Form S-3 (File No. 333-84573) filed August 5, 1999.
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.
You may request a copy 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; telephone number (212) 399-8000.
THE COMPANY
Our principal executive offices are located at 1271 Avenue of the
Americas, New York, New York 10020 (telephone:(212) 399-8000).
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common
stock offered hereby. See "Selling Stockholders."
COMMON STOCK PRICE RANGE AND DIVIDENDS
Interpublic's common stock is listed on the New York Stock Exchange
under the symbol "IPG." The table below shows the range of reported last sale
prices on the New York Stock Exchange Composite Tape for Interpublic's common
stock for the periods indicated and the dividends declared per share on the
common stock for such periods. Sales prices and per share amounts in the table
below have been adjusted to reflect a two-for-one stock split payable in the
form of a stock dividend on July 15, 1999.
Common Cash
Stock Price Dividends
------------------- Declared Per
High Low Share
------ ----- ------------
Year ended December 31, 1997
First Quarter.......................... $18 5/16 $16 1/8 $.0565
Second Quarter......................... 20 11/16 17 1/2 .065
Third Quarter.......................... 25 11/16 20 3/4 .065
Fourth Quarter......................... 26 1/4 22 5/8 .065
Year ended December 31, 1998
First Quarter.......................... $31 5/16 $23 27/32 $.065
Second Quarter......................... 32 1/4 27 21/32 .075
Third Quarter.......................... 32 7/16 26 3/32 .075
Fourth Quarter......................... 39 7/8 23 1/2 .075
Year ended December 31, 1999
First Quarter.......................... $40 1/4 $36 7/8 $.075
Second Quarter......................... 43 5/16 37 5/8 .085
Third Quarter.......................... 44 5/16 39 .085
Fourth Quarter......................... 58 39 1/4 .085
Year ended December 31, 2000
First Quarter $55 9/16 $37 $.085
Second Quarter $48 1/4 $38 .095
Third Quarter (through July 18, 2000) 43 7/8 40
On July 18, 2000, the last sale price of our common stock, as reported
on the New York Stock Exchange Composite Tape, was $43.88 per share.
We are not aware of any restrictions on our present or future ability
to pay dividends. However, in connection with certain borrowing facilities
entered into by Interpublic and its subsidiaries, we are subject to certain
restrictions on the ratio of cash flow to consolidated borrowings, the ratio of
consolidated borrowings to net worth and the minimum amount of net worth. Any
future dividend payments will be made at the discretion of Interpublic's board
of directors.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
selling stockholders, including:
o the name of each selling stockholder
o the number of shares of common stock beneficially owned by such
selling stockholder prior to the offering
o the maximum number of shares of such common stock to be offered by
such selling stockholder hereby
o the number of shares of common stock to be beneficially owned by
such selling stockholder assuming all of the shares of such selling
stockholder covered by this prospectus are distributed in the
offering
No selling stockholder beneficially owns one percent (1%) or more of
Interpublic's issued and outstanding common stock.
Each selling stockholder is a former equity or debt holder of a company
acquired by Interpublic or the assignee of such a person.
Because the selling stockholders may offer all, a portion or none of
the common stock offered pursuant to this prospectus, no estimate can be given
as to the number of shares of common stock that will be held by the selling
stockholders upon termination of the offering. See "Plan of Distribution."
<TABLE>
Number of Shares to be
Maximum Beneficially Owned after
Number of Shares Number of Offering, Assuming All
Beneficially Owned Shares to be Shares Offered are
Name of Selling Stockholder Prior to the Offering Offered Distributed
------------------------------------ --------------------- ------------ ------------------------
<S> <C> <C> <C>
CTI Information, Inc. 1,689,183 1,689,183 0
Gordon Gund, Trustee, Dionis Trust
u/a/dtd March 599,306 599,306 0
George Gund III, Trustee, u/a/dtd 423,634 423,634 0
October 10, 1980 restated
April 7, 1981 and
February 9, 1998
Richard T. Watson 70,022 70,022 0
Richard T. Watson, Trustee, The 58,230 58,230 0
Gordon Gund - Grant Gund
Generation-Skipping Trust
u/a/dtd January 28, 1993
Richard T. Watson, Trustee, The 58,230 58,230 0
Gordon Gund - G. Zachary
Gund Generation-Skipping
Trust u/a/dtd January 28, 1993
Llura Liggett Gund, Trustee, The 56,017 56,017 0
Gordon Gund - Grant Gund
Trust u/a/dtd October 1, 1978
Llura Liggett Gund, Trustee, The 56,017 56,017 0
Gordon Gund - G. Zachary
Gund Trust u/a/dtd
October 1, 1978
John W. Graham1(1) 49,016 49,016 0
Grant Gund 7,983 7,983 0
G. Zachary Gund 7,983 7,983 0
Warren E. Greene, Jr.(1) 60,369 60,369 0
Judye J. Greene(1) 60,369 60,369 0
Richard J. Levy(2) 21,223 21,223 0
--------- --------- -
Total 3,217,582 3,217,582 0
-----------
(1) Following the acquisition by the Company of the company of which the selling
stockholder is a former equity holder, the selling stockholder became, and
remains on the date hereof, an officer of a wholly-owned subsidiary of the
Company.
(2) Mr. Levy is an officer of a wholly-owned subsidiary of the Company.
</TABLE>
PLAN OF DISTRIBUTION
Interpublic has not been advised by the selling stockholders as to any
plan of distribution. Distribution of the common stock by the selling
stockholders, or by pledgees, hedging or derivative transaction counterparties,
donees (including charitable organizations), transferees or other successors in
interest, may be effected from time to time in one or more transactions (which
may involve block transactions):
o on the New York Stock Exchange in transactions that may include
special offerings and exchange distributions pursuant to and in
accordance with the rules of such exchange,
o in the over-the-counter market,
o in transactions otherwise than on such exchange or in the
over-the-counter market, including "block trades" and direct
transactions between the sellers and the purchasers without a broker
dealer, or
o in a combination of any such transactions.
Such transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The selling stockholders
may effect such transactions by selling the common stock to or through market
makers or broker-dealers, and such market makers or broker-dealers may receive
compensation in the form of discounts or commissions from the selling
stockholders and may receive commissions from the purchasers of the common stock
for whom they may act as agent. The selling stockholders may agree to indemnify
any broker-dealer or agent that participates in transactions involving sales of
the shares against certain liabilities, including liabilities arising under the
Securities Act.
We have agreed to bear certain expenses (excluding any underwriting
fees, expenses, discounts or other costs payable to any underwriter, broker or
dealer and fees and expenses of counsel to the selling securityholders) in
connection with the registration and sale of the common stock being offered by
the selling stockholders, estimated to be approximately $98,560. We have agreed
to indemnify the selling stockholders against certain liabilities, including
certain liabilities under the Securities Act.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the common
stock may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of any
common stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
LEGAL MATTERS
The validity of the common stock being offered hereby will be passed
upon for 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
Annual Report on Form 10-K for the year ended December 31, 1999 and the
supplemental 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 Annual Report on Form 10-K for the year ended December 31, 1999
and the Current Report on Form 8-K dated July 17, 2000) of Hill, Holliday,
Connors, Cosmopulos, 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 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 auditing and
accounting.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, expected to be incurred by the
Registrant are as follows:
Filing fee of Securities and Exchange Commission relating
to registration statement................................. $28,560
Fees and expenses of counsel for the Registrant, Cleary,
Gottlieb, Steen & Hamilton................................ 50,000
Fee of accountants, PricewaterhouseCoopers LLP,
Ernst & Young LLP, Ernst & Young, Arthur Andersen LLP
and Soteriou Banerji...................................... 20,000
Miscellaneous............................................. 0
-------
Total..................................................... $98,560
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware ("GCL") gives a corporation power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, provided
that such director, officer, employee or agent acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe his or her conduct was unlawful. The same Section also gives a
corporation power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section 145 of the GCL further provides that, to the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
The Company's 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.
Exhibit Number Description
4.1 Restated Certificate of Incorporation of The Interpublic
Group of Companies, Inc., incorporated by reference
herein from Exhibit 3(i) to Quarterly Report on Form 10-Q
for the quarter ended June 30, 1999.
4.2 By-laws of The Interpublic Group of Companies, Inc.
5 Opinion of Nicholas J. Camera, Esq. as to the legality of
the shares of common stock registered hereunder.
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.
23.6 Consent of Nicholas J. Camera, Esq. of the Company
(included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in this
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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
Securities Act of 1933 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on the 18th day of July
2000.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
By: /s/ Nicholas J. Camera
--------------------------------
Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas J. Camera, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or would do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Philip H. Geier, Jr.
------------------------------- Chairman of the Board and Chief Executive July 18, 2000
Philip H. Geier, Jr. Officer (Principal Executive Officer) and
Director
/s/ Sean F. Orr
------------------------------- Executive Vice President, Chief Financial July 18, 2000
Sean F. Orr Officer (Principal Financial Officer) and
Director
/s/ Frederick Molz
------------------------------- Vice President and Controller (Principal July 18, 2000
Frederick Molz Accounting Officer)
/s/ Frank J. Borelli Director July 18, 2000
-------------------------------
Frank J. Borelli
/s/ Reginald K. Brack Director July 18, 2000
-------------------------------
Reginald K. Brack
/s/ Jill M. Considine Director July 18, 2000
-------------------------------
Jill M. Considine
/s/ John J. Dooner, Jr. Director July 18, 2000
-------------------------------
John J. Dooner, Jr.
/s/ Frank B. Lowe Director July 18, 2000
-------------------------------
Frank B. Lowe
/s/ Michael A. Miles Director July 18, 2000
-------------------------------
Michael A. Miles
/s/ J. Phillip Samper Director July 18, 2000
-------------------------------
J. Phillip Samper
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
---------------- -------------------------------------------------------
4.1 Restated Certificate of Incorporation of The
Interpublic Group of Companies, Inc., incorporated by
reference herein from Exhibit 3(i) to Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.
4.2 By-laws of The Interpublic Group of Companies, Inc.
5 Opinion of Nicholas J. Camera, Esq. as to the legality of
the shares of common stock registered hereunder.
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.
23.6 Consent of Nicholas J. Camera, Esq. of the Company
(included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
