AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 2000
REGISTRATION NO. 333-40516
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
WPP GROUP PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
27 FARM STREET
LONDON WIX 6RD ENGLAND
(011 44) 20 7408 2204
(Address of registrant's principal executive offices)
YOUNG & RUBICAM HOLDINGS INC. MANAGEMENT STOCK OPTION PLAN
YOUNG & RUBICAM INC. 1997 INCENTIVE COMPENSATION PLAN
YOUNG & RUBICAM INC. DIRECTOR STOCK OPTION PLAN
YOUNG & RUBICAM INC. DEFERRED COMPENSATION PLAN
(Full title of the plans)
CT CORPORATION
1633 BROADWAY
NEW YORK, NY 10019
(212) 315-7920
(Name, address, and telephone number of agent for service)
<PAGE>
Copy to:
PHILIP S. REISS, ESQ.
DAVIS & GILBERT LLP
1740 BROADWAY
NEW YORK, NY 10019
(212) 468-4800
<TABLE>
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Ordinary Shares,
nominal value 10p 23,743,899 (3) (3) (3)
each(1) Ordinary Shares(2)
-------------------------------------------------------------------------------------------------------------------------
<FN>
(1) American Depositary Shares of the Registrant ("ADS") evidenced by
American Depositary Receipts issuable upon deposit of the Ordinary
Shares, nominal value 10p each, of the Registrant ("Ordinary Shares")
have been registered under a separate registration statement on Form
F-6 (Reg. No. 333-5906). Each ADS requests five Ordinary Shares.
(2) Includes an indeterminate amount of additional Ordinary Shares which
may be necessary to adjust the number of Ordinary Shares subject to
issuance pursuant to the Plans set forth above, as a result of any
future stock split, stock dividend or similar transaction with respect
to Ordinary Shares.
(3) Not applicable. The filing fee payable in connection with the
registration of the Ordinary Shares subject to this Post-Effective
Amendment was previously paid in connection with the filing of the
Registrant's Registration Statement on F-4 (No. 333-40516) on June 30,
2000.
(*) Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement on Form F-4 pursuant to the procedure described herein in
the section captioned "Explanatory Note."
</FN>
</TABLE>
<PAGE>
EXPLANATORY NOTE
References to the "Company" and the "Registrant" mean WPP Group plc,
an English public limited company. References to "Y&R" mean Young & Rubicam
Inc., a Delaware corporation.
Under an Amended and Restated Agreement and Plan of Merger, dated as
of May 11, 2000, by and among the Company, Y&R, York Merger Corp., a
wholly-owned subsidiary of WPP ("York Merger Corp."), and York II Merger
Corp, a wholly-owned subsidiary of York Merger Corp ("York II Merger
Corp."): (i) York II Merger Corp. will merge with and into Y&R (the
"Merger"), with Y&R surviving as an indirect, wholly-owned subsidiary of
the Company and (2) each outstanding share of common stock, par value $.01
per share of Y&R ("Y&R Common Stock") will be canceled in exchange for the
right to receive .835 American Depositary Shares of the Company (each an
"ADS"). Each ADS represents five ordinary shares, nominal value 10p each,
of the Company ("Ordinary Shares"). Holders of Y&R Common Stock will have
the right to elect to receive the Ordinary Shares represented by all or a
portion of the ADS such holders are otherwise entitled to receive. The
Merger will be effective on October 4, 2000 (the time the Merger is
effective, "Effective Time").
At the Effective Time, all options to purchase shares of Y&R Common
Stock ("Company Options") which are then outstanding and unexercised will
cease to represent a right to acquire Y&R Common Stock and (x) Company
Options held by a person whose primary residence or employment with Y&R or
any of its subsidiaries is in Europe will be converted into option to
acquire Ordinary Shares and (y) all other Company Options will be converted
into options to acquire ADSs.
The Company hereby amends its Registration Statement on Form F-4
(333-40516) (the "Form F-4") by filing this Post-Effective Amendment No. 1
on Form S-8 relating up to 23,743,899 Ordinary Shares, subject to adjustment,
deliverable pursuant to Young & Rubicam Inc. Deferred Compensation Plan,
or issuable upon the exercise of options granted or pursuant to the terms of
the following plans of Y&R (together with the Young & Rubicam Deferred
Compensation Plan, the "Y&R Plans"):
o Young & Rubicam Holdings Inc. Management Stock Option Plan;
o Young & Rubicam Inc. 1997 Incentive Compensation Plan; and
o Young & Rubicam Inc. Director Stock Option Plan.
All such Ordinary Shares were previously registered on the Form F-4
but will be issued pursuant to this Post-Effective Amendment on Form S-8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of the Form
S-8 of the Securities and Exchange Commission (the "Commission") will be
sent or given to participants in the Y&R Plans as required by Rule
428(b)(1) under the Securities Act of 1933. These documents are not
required to be filed with the Commission but (along with the documents
incorporated by reference into this Registration Statement pursuant to Item
3 of Part II hereof) constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Registration Statement:
a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended December 31, 1999,
b) All other reports filed by the Registrant with the Commission
pursuant to Sections 13(a) and 15(d) of the Securities Exchange
Act of 1934 since January 1, 2000.
c) The Sections entitled "Description of WPP Ordinary Shares" and
"Description of WPP American Depositary Shares" contained in the
Proxy Statement/Prospectus, dated August 25, 2000, included in
Amendment No. 1, filed August 25, 2000, to the Form F-4.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date
of this Post-Effective Amendment and prior to the filing of a
post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity under English law of the WPP Ordinary Shares offered
hereby has been passed upon by Allen & Overy.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 128 of the Registrant's Articles of Associates provides:
"Subject to the provisions of and to the extent permitted by the
Companies Act 1985 and every other statute, statutory instrument,
regulation or order for the time being in force concerning companies
registered under that Act, every director or other officer or auditor of
the Company shall be indemnified out of the assets of the Company against
all liabilities incurred by him in actual or purported execution or
discharge of his duty or the exercise or purported exercise of his actual
or purported execution or discharge of his duty or the exercise or
purported exercise of his powers or otherwise in relation to or in
connection with his duties, powers or offices but,
(a) this indemnity shall not apply to any liability to the extent
that it is recovered from any other person;
(b) the indemnity is subject to such officer or auditor taking all
reasonable steps to effect such recovery, to the intent that the
indemnify shall not apply where an alternative right of recovery
is available and capable of being enforced."
Section 310 of the U.K. Companies Act 1985 (as amended by Section 147
of the U.K. Companies Act 2989) applicable to the Registrant, a public
limited company incorporated under the laws of England and Wales, provides
as follows:
"310. PROVISIONS EXEMPTING OFFICERS AND AUDITORS FROM LIABILITY
(1) This section applies to any provision, whether contained in a
company's articles or in any contract with the company or
otherwise, for exempting any officer of the company or any person
(whether an officer or not) employed by the company as auditor
from, or indemnifying him against, any liability which by virtue
of any rule of law would otherwise attach to him in respect of
any negligence, default, breach of duty or breach of trust of
which he may be guilty in relation to the company.
(2) Except as provided by the following subsection, any such
provision is void.
(3) This section does not prevent the company
(a) from purchasing and maintaining for any such officer or
auditor insurance against any such liability; or
(b) from indemnifying any such officer or auditor against any
liability incurred by him
(i) in defending any proceedings (whether civil or
criminal) in which judgment is given in his favor or he
is acquitted, or
(ii) in connection with any application under section 144(3)
or (4) (acquisition of shares by innocent nominee) or
section 727 (general power to grant relief in case of
honest and reasonable conduct) in which relief is
granted to him by the court."
Section 727 of the UK Companies Act 1985 provides as follows:
"727 POWER OF COURT TO GRANT RELIEF IN CERTAIN CASES:
"(1) If in any proceedings for negligence, default, breach of duty or
breach of trust against any officer of a company or a person employed
by a company as auditor (whether he is or is not an officer of the
company) it appears to the court hearing the case that that officer or
person is or may be liable in respect to the negligence, default,
breach of duty or breach of trust, but that he has acted honestly and
reasonably and that having regard to all of the circumstances of the
case (including those connected with his appointment) he ought fairly
to be excused for the negligence, default, breach of duty or breach of
trust, that court may relieve him, either wholly or partly, from his
liability on such terms as it thinks fit.
(2) If any such officer or person as above-mentioned has reason to
apprehend that any claim will or might be made against him in respect
of any negligence, default, breach of duty or breach of trust, he may
apply to the court for relief; and the court on the application has
the same power to relieve him as under this section it would have had
if it had been a court before which proceedings against that person
for negligence, default breach of duty or breach of trust had been
brought.
(3) Where a case to which subsection (1) applies is being tried by a judge
with a jury, the judge, after hearing the evidence, may, if he is
satisfied that the defendant or defender ought in pursuance of that
subsection to be relieved either in whole or in part from the
liability sought to be enforced against him, withdraw the case in
whole or in part from the jury and forthwith direct judgment to be
entered for the defendant or defender on such terms as to costs or
otherwise as the judge may think proper."
The Registrant maintains directors' and officers' insurance coverage,
which, subject to policy terms and limitations, will include coverage to
reimburse the Registrant for amounts that it may be required or permitted
by law to pay directors or officers of Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 Memorandum and Articles of Association of WPP Group plc
(incorporated by reference to Exhibit 1(a) of the
Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 1998 filed with the Commission
(File No. 000-16350)).
4.2 Amended and Restated Deposit Agreement, dated as of
October 24, 1995, among WPP Group plc, Citibank, N.A.,
as Depositary, and all holders and beneficial owners
from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit
(a) of the Registration Statement on Form F-6 filed
with the Commission on October 31, 1996 (Reg. No.
333-5906)).
4.3 Amendment No. 1 to amended and Restated Depositary
Agreement, dated as of November 9, 1999, by and among
WPP Group plc, Citibank, N.A., as Depositary, and all
holders and beneficial owners from time to time of
American Depositary Receipts issued thereunder
(incorporated herein by reference to Exhibit (a)(i) of
Post-Effective Amendment No. 1 to the Registration
Statement on Form F-6 filed with the Commission on
November 9, 1999 (Reg. No. 333-5906)).
5 Opinion of Allen and Overy regarding validity of shares
being registered (filed with the Commission as Exhibit
5 to Amendment No. 1, filed with the Commission on
August 25, 2000, to the Form F-4).
15 Letter of Arthur Andersen regarding WPP's unaudited
results.
23.1 Consent of Arthur Andersen.
23.2 Consent of Allen & Overy (included in the opinion
referenced under Exhibit 5).
24 Power of Attorney (filed as Exhibit 24 to the Form F-4
filed with the Commission on June 30, 2000).
ITEM 9. UNDERTAKINGS
The Company hereby undertakes:
(a) 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;
(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 (i) and (ii) 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 SEC by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(b) 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.
(c) 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.
(d) To file a post-effective amendment to this Registration
Statement to include any financial statements required by Item 8.A of
Form 20-F.
(e) That, for the purpose of determining any liability under the
Securities Act of 1933, each filing of the Company'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 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the provisions described in
Item 6 of this Registration Statement, or otherwise, the Company has been
advised that in the opinion of the 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 Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is
asserted by a director, officer or controlling person of the Company in
connection with the securities being registered, the Company 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.
<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-8 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement on Form
F-4 (No. 333-40516) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of London, England, on October 3,
2000.
WPP Group plc
/s/ Paul W. G. Richardson
----------------------------------
By: Paul W. G. Richardson
Title: Group Financial Director
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Hamish Maxwell* Chairman (non-executive) of the Board October 3, 2000
------------------------------------- of Directors
Hamish Maxwell
/s/ Sir Martin Sorrell* Group Chief Executive (Principal October 3, 2000
------------------------------------- Executive Officer)
Sir Martin Sorrell
/s/ Paul W. G. Richardson Group Financial Director (Principal October 3, 2000
------------------------------------- Financial Officer)
Paul W. G. Richardson
/s/ Paul Delaney* Director of Group Treasury (Principal October 3, 2000
------------------------------------- Accounting Officer)
Paul Delaney
/s/ Brian J. Brooks* Executive Director October 3, 2000
-------------------------------------
Brian J. Brooks
/s/ Jeremy J. D. Bullmore* Non-Executive Director October 3, 2000
-------------------------------------
Jeremy J. D. Bullmore
/s/ Esther Dyson* Non-Executive Director October 3, 2000
-------------------------------------
Esther Dyson
/s/ Masao Inagaki* Non-Executive Director October 3, 2000
-------------------------------------
Masao Inagaki
/s/ John B. H. Jackson* Non-Executive Director October 3, 2000
-------------------------------------
John B. H. Jackson
/s/ Christopher Mackenzie* Non-Executive Director October 3, 2000
-------------------------------------
Christopher Mackenzie
/s/ Stanley W. Morten* Non-Executive Director October 3, 2000
-------------------------------------
Stanley W. Morten
/s/ John A. Quelch* Non-Executive Director October 3, 2000
-------------------------------------
John A. Quelch
/s/ Eric R. Salama* Non-Executive Director October 3, 2000
-------------------------------------
Eric R. Salama
/s/ Mary Ellen Howe* Authorized representative in the U.S. October 3, 2000
-------------------------------------
Mary Ellen Howe
By:/s/ Paul W.G. Richardson
Paul W.G. Richardson
(Attorney in Fact)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
4.1 Memorandum and Articles of Association of WPP Group plc
(incorporated by reference to Exhibit 1(a) of the
Company's Annual Report on Form 20-F for the fiscal
year ended December 31, 1998 filed with the Commission
(File No. 000-16350)).
4.2 Amended and Restated Deposit Agreement, dated as of
October 24, 1995, among WPP Group plc, Citibank, N.A.,
as Depositary, and all holders and beneficial owners
from time to time of American Depositary Receipts
issued thereunder (incorporated by reference to Exhibit
(a) of the Registration Statement on Form F-6 filed
with the Commission on October 31, 1996 (Reg. No.
333-5906)).
4.3 Amendment No. 1 to amended and Restated Depositary
Agreement, dated as of November 9, 1999, by and among
WPP Group plc, Citibank, N.A., as Depositary, and all
holders and beneficial owners from time to time of
American Depositary Receipts issued thereunder
(incorporated herein by reference to Exhibit (a)(i) of
Post-Effective Amendment No. 1 to the Registration
Statement on Form F-6 filed with the Commission on
November 9, 1999 (Reg. No. 333-5906)).
5 Opinion of Allen and Overy regarding validity of shares
being registered (filed with the Commission as Exhibit
5 to Amendment No. 1, filed with the Commission on
August 25, 2000, to the Form F-4).
15 Letter of Arthur Andersen regarding WPP's unaudited
results.
23.1 Consent of Arthur Andersen.
23.2 Consent of Allen & Overy (included in the opinion
referenced under Exhibit 5).
24 Power of Attorney (filed as Exhibit 24 to the Form F-4
filed with the Commission on June 30, 2000).
