<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 2000
REGISTRATION NO. 333-5906
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
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WPP Group plc
(EXACT NAME OF ISSUER OF DEPOSITED SECURITIES AS SPECIFIED IN ITS CHARTER)
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N/A
(TRANSLATION OF ISSUER'S NAME INTO ENGLISH)
----------------------------
ENGLAND
(JURISDICTION OF INCORPORATION OR ORGANIZATION OF ISSUER)
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CITIBANK, N.A.
(EXACT NAME OF DEPOSITARY AS SPECIFIED IN ITS CHARTER)
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111 Wall Street
New York, New York 10043
(212) 657-5100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF DEPOSITARY'S PRINCIPAL EXECUTIVE OFFICES)
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CT Corporation System
1633 Broadway
New York, New York 10019
Tel. No. (212) 664-1666
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE OF AGENT FOR SERVICE)
------------------
COPIES TO:
CAROL B. WEINSTEIN, ESQ. FRETTRA M. MILLER, ESQ.
DAVIS & GILBERT LLP CITIBANK, N.A.
1740 BROADWAY, 3RD FLOOR 111 WALL STREET 15TH FLOOR ZONE 9
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10043
--------------
It is proposed that this filing become effective under Rule 466:
/ / immediately upon filing.
/ / on (Date) at (Time).
If a separate registration statement has been filed to register the
deposited shares, check the following box / /.
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THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT NO. 2 TO 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 POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES
ACT OF 1933, AS AMENDED, OR UNTIL THIS POST-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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This Post-Effective Amendment No. 2 to Registration Statement
may be executed in any number of counterparts, each of which
shall be deemed an original, and all of such counterparts
shall constitute one and the same instrument.
ii
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PART I
INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION IN FORM OF AMERICAN
DEPOSITARY RECEIPT ("RECEIPT")
FILED HEREWITH AS PROSPECTUS
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<S> <C>
1. Name of depositary and address of its FACE OF RECEIPT - Introductory Paragraph and
principal executive office final sentence of Face
2. Title of Receipts and identity of deposited FACE OF RECEIPT - top center and Introductory
securities Paragraph
Terms of Deposit:
(i) The amount of deposited securities FACE OF RECEIPT - upper right corner and
represented by one American Depositary Introductory Paragraph
Share
(ii) The procedure for voting, if any, the REVERSE OF RECEIPT - Paragraphs (15) and (16)
deposited securities
(iii) The collection and distribution of dividends FACE OF RECEIPT - Paragraphs (5), (7), (10)
and (11)
REVERSE OF RECEIPT - Paragraphs (14) and (15)
(iv) The transmission of notices, FACE OF RECEIPT - Paragraphs (5) and (11)
reports and proxy soliciting REVERSE OF RECEIPT - Paragraphs (13), (15) and
material (16)
</TABLE>
I-1
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<TABLE>
<S> <C>
(v) The sale or exercise of rights FACE OF RECEIPT - Paragraphs (7) and (9)
REVERSE OF RECEIPT Paragraphs (14) and (15)
(vi) The deposit or sale of securities resulting FACE OF RECEIPT - Paragraphs (7) and (9)
from dividends, splits or plans of REVERSE OF RECEIPT - Paragraphs (14) and (17)
reorganization
(vii) Amendment, extension or termination of the REVERSE OF RECEIPT - Paragraphs (20) and (21) (no provision
deposit agreement for extension)
(viii) Rights of holders of Receipts to inspect the REVERSE OF RECEIPT - Paragraph (13)
transfer books of the depositary and the
list of holders of Receipts
(ix) Restrictions upon the right to deposit or FACE OF RECEIPT - Paragraphs (2), (4) and (7)
withdraw the underlying securities REVERSE OF RECEIPT - Paragraph (22)
(x) Limitation upon the liability of the depositary REVERSE OF RECEIPT - Paragraphs (17 ) and (18)
3. Fees and charges which may be imposed directly FACE OF RECEIPT - Paragraph (10)
or indirectly on holders of Receipts
ITEM 2. AVAILABLE INFORMATION REVERSE OF RECEIPT - Paragraph (13)
</TABLE>
WPP Group plc is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the Securities and Exchange Commission (the "Commission"). These
reports and other information can be inspected and copied at public reference
facilities maintained by the Commission located at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and the Commission's regional offices,
including but not limited to, Seven World Trade Center, 13th Floor, New York,
New York 10048.
I-2
<PAGE>
PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt, included as
Exhibit A to the proposed Amendment No. 2 to Amended and Restated Deposit
Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 2 to
Registration Statement and incorporated herein by reference.
I-3
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. EXHIBITS
(a)(i) Form of Amendment No. 2 to Amended and Restated Deposit
Agreement, by and among WPP Group plc (the "Company"), Citibank, N.A., as
depositary (the "Depositary") and all Holders and Beneficial Owners from time to
time of American Depositary Receipts ("ADRs") issued thereunder, including the
form of ADR to be issued thereunder. - Filed herewith as Exhibit (a)(i).
(a)(ii) Amendment No. 1 to Amended and Restated Deposit
Agreement, dated as of November 9, 1999, by and among WPP Group plc (the
"Company"), Citibank, N.A., as depositary (the "Depositary") and all Holders and
Beneficial Owners from time to time of American Depositary Receipts ("ADRs")
issued thereunder, including the form of ADR to be issued thereunder. *
(a)(iii) Amended and Restated Deposit Agreement, dated as of
October 24, 1995, among the Company, the Depositary, and all Holders and
Beneficial Owners of ADRs issued thereunder, including the form of ADR to be
issued thereunder.*
(b) Any other agreement, to which the Depositary is a party
relating to the issuance of the American Depositary Shares registered hereby or
the custody of the deposited securities represented thereby. - None.
(c) Every material contract relating to the deposited securities
between the Depositary and the Company in effect within the last three years. -
None.
(d) Opinion of counsel to the Depositary, as to the legality of
the securities to be registered. *
ITEM 4. UNDERTAKINGS
a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the issuer of the deposited
securities which are both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the holders of the
underlying securities by the issuer.
b) The Depositary hereby undertakes to prepare a separate document
stating the amount of any fee charged and describing the service for which it is
charged and to deliver promptly a copy of such fee schedule without charge to
anyone upon request. The Depositary undertakes to notify each registered holder
of an ADR thirty days before any change in the fee schedule.
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* Previously filed and incorporated by reference to Registration Statement
No. 333-5906.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, Citibank, N.A., on behalf of the legal entity created by the Amended
and Restated Deposit Agreement dated as of October 24, 1995 as proposed to be
amended by Amendment No. 2 to Amended and Restated Deposit Agreement, 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, certifies that it has reasonable grounds to believe that all the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment No. 2 to 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 27th day of June, 2000.
Legal entity created by the Amended and
Restated Deposit Agreement for the issuance
of American Depositary Receipts representing
Ordinary Shares, par value U.K. 10p per
share, of WPP Group plc.
CITIBANK, N.A., as Depositary
By: /s/ Brian M. Teitelbaum
--------------------------------
Name: Brian M. Teitelbaum
Title: Vice President
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, WPP Group plc certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly
caused this Post-Effective Amendment No. 2 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
London, England, on the 30th day of June, 2000.
WPP Group plc
By: /s/ Paul W.G. Richardson
-----------------------------------------
Name: Paul W. G. Richardson
Title: Group Finance Director and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director of WPP Group
plc whose signature appears below constitutes and appoints Sir Martin
Sorrell and Paul W. G. Richardson, and each of them, with full power to
act without the other, his true and lawful attorneys-in-fact and agents,
with full and several power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments,
including post-effective amendments, and supplements to this Registration
Statement, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the United States Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents and
each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they or he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of the, or their or their or his
substitute or substitutes, may lawfully do or cause to be done by the
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the following capacities on June 29, 2000.
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<CAPTION>
NAME TITLE
<S> <C>
/s/ Sir Martin Sorrell Group Chief Executive and
-------------------------- Director
Sir Martin Sorrell
/s/ Paul W. G. Richardson Group Finance Director (Chief Accounting and
-------------------------- Finance Officer) and Director
Paul W. G. Richardson
/s/ Paul Delaney Director of Group Treasury
-------------------------- (Principal Accounting Officer)
Paul Delaney
/s/ Brian Brooks Director
--------------------------
Brian Brooks
/s/ Jeremy Bullmore Director
--------------------------
Jeremy Bullmore
/s/ Esther Dyson Director
--------------------------
Esther Dyson
/s/ Masao Inagaki
--------------------------- Director
Masao Inagaki
<PAGE>
/s/ John Jackson Director
--------------------------
John Jackson
/s/ Hamish Maxwell Chairman and Director
--------------------------
Hamish Maxwell
/s/ Stanley Morten Director
--------------------------
Stanley Morten
/s/ John Quelch Director
--------------------------
John Quelch
/s/ Eric Salama Director
--------------------------
Eric Salama
/s/ Joel Smilow Director
--------------------------
Joel Smilow
/s/ Christopher Mackenzie Director
--------------------------
Christopher Mackenzie
/s/ Steven Heyer Director
--------------------------
Steven Heyer
/s/ Mary Ellen Howe
-------------------------- Authorized Representative
Mary Ellen Howe in the United States
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Document Numbered Page
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<S> <C>
(a)(i) Form of Amendment No. 2 to
Amended and Restated
Deposit Agreement
</TABLE>
