AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 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 Identification No.)
incorporation or organization)
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NICHOLAS J. CAMERA, VICE PRESIDENT,
GENERAL COUNSEL & SECRETARY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
212-399-8000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
The Commission is requested to mail signed copies of all orders, notices
and communications to:
Theodore H. Paraskevas, Esq. Barry Fox, Esq.
The Interpublic Group Cleary, Gottlieb, Steen
of Companies, Inc. & Hamilton
1271 Avenue of the Americas One Liberty Plaza
New York, New York 10020 New York, New York 10006
212-399-8000 212-225-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
---------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------- ------------------ ---------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Title of each class of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum aggregate offering registration fee
offering price price*
per share*
- ------------------------------------- ------------------ ---------------- --------------------- ---------------------
Common Stock, par value $.10 per
share 1,211,563 shares $52.3125 $63,379,889.44 $16,732.29
- ------------------------------------- ------------------ ---------------- --------------------- ---------------------
</TABLE>
* 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 January 21, 2000.
---------------
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>
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
X Information contained herein is subject to completion X
X or amendment. A registration statement relating to these X
X securities has been filed with the Securities and Exchange X
X Commission. These securities may not be sold nor may offers to X
X buy be accepted prior to the time the registration statement X
X becomes effective. This prospectus shall not constitute an offer X
X to sell or the solicitation of an offer to buy nor shall there be X
X any sale of these securities in any State in which such offer, X
X solicitation or sale would be unlawful prior to registration or X
X qualification under the securities laws of any such State. X
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Subject to Completion, Dated January 25, 2000
Prospectus
1,211,563 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 1,211,563 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 January 21, 2000, the last reported sale price of the common stock on
the NYSE was $52 3/4 per share.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
Prospectus dated January __, 2000
<PAGE>
TABLE OF CONTENTS
Available Information............................................... 2
Incorporation of Certain Information by Reference................... 3
The Company......................................................... 3
Use of Proceeds..................................................... 3
Common Stock Price Range and Dividends.............................. 4
Selling Stockholders................................................ 5
Plan of Distribution................................................ 10
Legal Matters....................................................... 10
Experts............................................................. 10
-------------------
Unless the context otherwise requires, "the company," "we," "us," "ours" 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 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.
<PAGE>
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 we 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, 1998;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999;
o Our Proxy Statement for the 1999 annual meeting of stockholders;
o Our Current Reports on Form 8-K dated December 20, 1999 and January
24, 2000; and
o The description of the common stock contained in our registration
statements on Form 8-A, dated June 29, 1971 and October 8, 1975,
respectively, as amended on Forms 8, dated February 24, 1983, June 12,
1984, September 13, 1984, June 25, 1985, July 15, 1987 and May 19,
1988 and as further amended by any subsequent amendment or report
filed for the purpose of updating that description.
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."
<PAGE>
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. On May 17, 1999, Interpublic announced:
o a two-for-one stock split payable in the form of a stock dividend on
July 15, 1999 to stockholders of record on June 29, 1999; and
o a $.085 per share (post-split) cash dividend for the second quarter of
1999 payable on June 15, 1999 to stockholders of record on May 27,
1999.
Sales prices and per share amounts have been adjusted to reflect this
two-for-one stock split.
Cash
Common Dividends
Stock Price Declared Per
High Low Share
---- --- -----
Year ended December 31, 1997
First Quarter...................... $18 5/16 16 1/8 $.065
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
Period ended January 21, 2000............ $57 11/16 $47 7/8 -
On January 21, 2000, the last sale price of our common stock, as reported
on the New York Stock Exchange Composite Tape, was $52 3/4 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.
<PAGE>
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; and
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.
Because the selling stockholders or their transferees may offer all, a
portion or none of the common stock offered pursuant to this prospectus, no
estimate can be given as to the amount of common stock that will be held by the
selling stockholders upon termination of the offering. See "Plan of
Distribution."
<PAGE>
<TABLE>
<CAPTION>
Number of Shares to be
Beneficially Owned after
Number of Shares Maximum Number of Offering, Assuming All
Beneficially Owned of Shares to Shares Offered are
Prior to the Offering be Offered Distributed
--------------------- ---------- -----------
<S> <C> <C> <C>
Name of Selling Stockholder (1)
Robert G. Beckel........................ 2,402 1,632 770
Lynda Bernard........................... 1,210 769 441
Michael J.P. Boland..................... 50,336 34,196 16,140
Diana Bork, as trustee under
Declaration of Trust dated
February 22, 1996....................... 6,380 4,335 2,045
Robert H. Bork, Jr., as trustee under
Declaration of Trust dated
February 22, 1996....................... 6,380 4,335 2,045
John A. Brennan, Jr..................... 15,301 9,607 5,694
James P. Fabiani......................... 64,729 40,663 24,066
Lester G. Fant........................... 27,048 17,752 9,296
Barbara G. Fant.......................... 19,816 13,006 6,810
Keith Frederick.......................... 4,954 3,366 1,588
Gregory M. Gill.......................... 2,674 1,671 1,003
Henry Giugni............................. 3,755 2,347 1,408
Carl Franklin Godfrey, Jr................ 6,391 4,015 2,376
Lawrence C. Grossman..................... 1,132 704 428
Terry Haines............................. 3,690 2,319 1,371
Michelle R. Hartz........................ 3,200 2,011 1,189
John T. Hendrick......................... 10,355 6,505 3,850
Paul H. Jensen........................... 2,110 1,313 797
Jeffrey L. Lawrence...................... 2,373 1,476 897
Dale W. Leibach.......................... 3,745 2,329 1,416
Judy Leon................................ 1,279 809 470
Peter T. Madigan......................... 50,336 34,196 16,140
Arthur D. Mason.......................... 808 512 296
Daniel P. O'Brien........................ 1,187 754 433
Jerome W. Pickholz....................... 15,322 10,410 4,912
Barry D. Rhoads.......................... 1,048 659 389
Martin A. Russo.......................... 18,806 11,814 6,992
Greg Schneiders.......................... 4,954 3,366 1,588
Barbara Sutton........................... 1,359 855 504
Dan C. Tate.............................. 2,582 1,606 976
Dan Tate, Jr............................. 3,658 2,286 1,372
Sheila B. Tate........................... 6,366 3,999 2,367
Joseph L. Powell, as escrow agent on behalf
of L. Gaye Torrance under the
escrow agreement dated October 29, 1999.. 2,601 1,653 948
Julie Tufts.............................. 1,242 791 451
Cathy Tweedy............................. 15,322 10,410 4,912
Vincent M. Versage....................... 4,490 2,821 1,669
Gerald F. Warburg........................ 6,100 3,833 2,267
John Young............................... 1,681 1,040 641
The Cassidy Companies ESOP, HSBC Bank,
Trustee; Cassidy and Associates, Inc.
Employee Stock Ownership Trust, HSBC
Trust Bank USA, Trustee.................. 323,330 219,649 103,681
T. Mac Barnhardt......................... 7,906 3,953 3,953
William C. Breed, IV..................... 7,906 3,953 3,953
Marvin M. Giles, III..................... 31,620 15,810 15,810
C. Vernon Spratley, III.................. 31,620 15,810 15,810
James X. Mullen.......................... 99,720 49,860 49,860
Mullen Advertising, Inc. Employee
Retirement and Savings Plan Trust Fund,
James X. Mullen, Trustee................. 162,804 81,402 81,402
Paul Silverman........................... 30,664 15,332 15,332
Jeanne Masucci........................... 1,604 802 802
Steve Haesche............................ 936 468 468
Joseph Grimaldi.......................... 13,432 6,716 6,716
Edward Boches............................ 9,292 4,646 4,646
Michael E. Kassan and Ronnie K. Kassan,
Trustees of The Kassan
Family Trust dated April 27, 1990........ 44,093 44,093 0
Ryan R. Magnussen........................ 69,084 17,271 51,813
Patrick G. Bradley....................... 69,084 17,271 51,813
Steven J. Voci........................... 9,019 2,255 6,764
Matthew C. Azar.......................... 666 167 499
Marco Chiriguayo......................... 1,332 333 999
Jill M. Giardino......................... 56 14 42
Robert J. Huey........................... 69 17 52
Edward A. Lewis.......................... 41 10 31
Andrew N. Lientz......................... 1,388 347 1,041
Terri A. Mabry........................... 888 222 666
Brian J. Malone.......................... 41 10 31
Matthew C. Minkin........................ 2,220 555 1,665
Brian M. Platz........................... 14 4 10
Milind R. Raval.......................... 278 70 208
Steven L. Sklar.......................... 556 139 417
Andrew L. Tress.......................... 666 167 499
Fan Tso.................................. 3,469 867 2,602
Frank Butterworth........................ 79,093 79,093 0
David Cyril Laidler...................... 79,093 79,093 0
Brian David Rees......................... 79,093 79,093 0
Mark Bruce Dalgleish..................... 165,412 165,412 0
James Wilson............................. 7,351 7,351 0
Laurie Greenall.......................... 6,000 6,000 0
William and Suzane Gordon................ 94,287 47,143 47,144
- -------------------------------------------
Total 1,811,249 1,211,563 599,686
</TABLE>
(1) Each selling stockholder is a former shareholder or option holder of a
company acquired by Interpublic, or the assignee of such former
shareholder or option holder. A number of the selling stockholders are or
have been employees or officers of affiliates of Interpublic.
<PAGE>
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, 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 NYSE 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, or
o in transactions otherwise than on such exchange or in the
over-the-counter market, or in a combination of any such transactions.
Such transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The selling stockholders
may effect such transactions by selling the common stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts or commissions from the selling stockholders and may receive
commissions from the purchasers of the common stock for whom they may act as
agent. The selling stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.
We have agreed to bear certain expenses (excluding any underwriting fees,
expenses, discounts or other costs payable to any underwriter, broker or dealer)
in connection with the registration and sale of the common stock being offered
by the selling stockholders, estimated to be approximately $43,000. 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., 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, 1998, except as they relate to Hill,
Holliday, Connors, Cosmopulos, Inc. as of and for the year ended December 31,
1997 and to International Public Relations plc, as of and for each of the years
ended December 31, 1997 and October 31, 1996, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The audited financial statements of Hill, Holliday, Connors, Cosmopulos,
Inc. as of and for the year ended December 31, 1997 and of International Public
Relations plc as of and for each of the years ended December 31, 1997 and
October 31, 1996, each a wholly-owned subsidiary of Interpublic, not presented
separately in Interpublic's Annual Report on Form 10-K for the year ended
December 31, 1998, have been audited by Ernst & Young LLP and Ernst & Young,
respectively, independent accountants. Such financial statements, to the extent
they have been included in the financial statements of Interpublic, have been so
incorporated in reliance on the report of such independent accountants given on
the authority of said firms as experts in auditing and accounting.
<PAGE>
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............................. $ 16,732
Fees and expenses of counsel for the Registrant,
Cleary, Gottlieb, Steen & Hamilton............................. 20,000
Fee of accountants, PricewaterhouseCoopers LLP................. 6,000
Miscellaneous.................................................. 0
Total.......................................................... $ 42,732
========
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 capabilities.
ITEM 16. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.1 The 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., incorporated
by reference herein from Exhibit 4 to Annual Report on Form 10-K
for the year ended December 31, 1990.
5 Opinion of Nicholas J. Camera, Esq., General Counsel of The
Interpublic Group of Companies, Inc., 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 Nicholas J. Camera, Esq., General Counsel of The
Interpublic Group of Companies, Inc., (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.
<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 the 25th day of
January, 2000.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
By: /s/ Nicholas J. Camera
----------------------
Nicholas J. Camera
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 Philip H. Geier, Jr., Eugene P. Beard and
Nicholas J. Camera, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and to perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or would do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Philip H. Geier, Jr. Chairman of the Board, President and Chief January 14, 2000
- ----------------------------- Executive Officer (Principal Executive Officer)
Philip H. Geier, Jr. and Director
/s/ Eugene P. Beard Vice Chairman - Finance and Operations and January 14, 2000
- ---------------------------- Director
Eugene P. Beard
/s/ Frank J. Borelli Director January 14, 2000
- ----------------------------
Frank J. Borelli
/s/ Reginald K. Brack Director January 14, 2000
- ---------------------------
Reginald K. Brack
/s/ Jill M. Considine Director January 14, 2000
- ---------------------------
Jill M. Considine
/s/ John J. Dooner, Jr. Director January 13, 2000
- ---------------------------
John J. Dooner, Jr.
/s/ Frank B. Lowe Director January 13, 2000
- ------------------
Frank B. Lowe
/s/ Frederick Molz Vice President and Controller (Principal January 14, 2000
- ---------------------------- Accounting Officer)
Frederick Molz
/s/ Leif H. Olsen Director January 13, 2000
- ----------------------------
Leif H. Olsen
/s/ Sean F. Orr Executive Vice President (Principal Financial January 25, 2000
- ---------------------------- Officer)
Sean F. Orr
/s/ Allen Questrom Director January 15, 2000
- -----------------------------
Allen Questrom
/s/ J. Phillip Samper Director January 14, 2000
- ---------------------------
J. Phillip Samper
/s/ Michael A. Miles Director January 13, 2000
- ---------------------------
Michael A. Miles
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4.1 The 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.,
incorporated by reference herein from Exhibit 4 to Annual Report
on Form 10-K for the year ended December 31, 1990.
5 Opinion of Nicholas J. Camera, Esq., General Counsel of The
Interpublic Group of Companies, Inc., 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 Nicholas J. Camera, Esq., General Counsel of The
Interpublic Group of Companies, Inc., (included in Exhibit
Number 5).
24 Power of Attorney (included in Part II of this Registration
Statement).
EXHIBIT 5
January 25, 2000
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: The Interpublic Group of Companies, Inc.,
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of The Interpublic Group of Companies, Inc., a
Delaware corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of the above-captioned
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the registration of 1,211,563 shares of the Corporation's Common Stock, $.10 par
value (the "Shares").
In arriving at the opinions expressed below, I have examined and relied on
the originals or copies certified or otherwise identified to my satisfaction of
all such corporate records of the Corporation and such other instruments and
other certificates or public officials, officers and representatives of the
Corporation and such other persons, and I have made such investigation of law,
as I have deemed appropriate as a basis for the opinions expressed below. In
rendering the opinions expressed below, I have assumed and have not verified
that the signatures on all documents that I have examined are genuine.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a corporation in good standing
under the laws of the State of Delaware.
2. The Shares have been duly authorized by all necessary corporate action
of the Corporation, and are legally issued, fully paid and non-assessable.
Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Company, (a) I have assumed
that each other party to such agreement or obligation has satisfied those legal
requirements that are applicable and it to the extent necessary to make such
agreement or obligation enforceable against it, and (b) such opinions are
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principals of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement and the related Prospectus under the caption "Legal Matters." By
giving such consent, I do not admit that I am an "expert" within the meaning of
the Act or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Nicholas J. Camera
----------------------
Nicholas J. Camera
Vice President, General Counsel and
Secretary
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of The Interpublic
Group of Companies, Inc. (the "Company") of our report dated February 19, 1999,
except as to the stock split with regard to which our report is dated July 26,
1999, relating to the financial statements, which appears on page 53 of the 1998
Annual Report to the Stockholders of the Company, which is incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. We also consent to the incorporation by reference of our
report dated February 19, 1999 relating to the Financial Statement Schedule,
which appears on page F-2 of such Annual Report on Form 10-K. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
------------------------------
New York, New York
January 20, 2000
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of The Interpublic
Group of Companies, Inc. (IPG) for the registration of shares of its common
stock and to the incorporation by reference therein of our report dated March
13, 1998, with respect to the consolidated financial statements of Hill,
Holliday, Cosmopulos, Inc. for the twelve month period ended December 31, 1997,
which statements are included in the consolidated financial statements of IPG
for the year ended December 31, 1997 incorporated by reference in its Annual
Report on Form 10-K for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Boston, Massachusetts
January 20, 2000
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of The Interpublic Group of Companies, Inc.
for the sale of shares of its common stock and to the incorporation by reference
therein, of our report, dated February 3, 1999, on the consolidated financial
statements of International Public Relations plc which is included in the Annual
Report (Form 10-K) of The Interpublic Group of Companies, Inc. for the year
ended December 31, 1998.
/s/ Ernst & Young
-----------------
London, England
January 20, 2000
