SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
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[ ] Preliminary Proxy Statement
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
............................................................
The Interpublic Group of Companies, Inc.
............................................................
(Name of Registrant as Specified In Its Charter)
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Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
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the amount on which the filing fee is calculated and
state how it was determined:
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
April 12, 1995
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of The Interpublic Group of Companies, Inc., to be
held at 11:00 A.M. Eastern Time, on Tuesday, May 16, 1995. The
meeting will be held in the Auditorium of the Equitable Center,
787 Seventh Avenue, New York, New York.
The business to be considered is described in the attached
notice of the meeting and Proxy Statement.
In addition to these matters, there will be a report on the
affairs of the Company, an opportunity for questions and comments
by stockholders and a showing of selected commercials recently
produced by the Company's subsidiaries.
We hope you will be able to attend.
Sincerely,
Philip H. Geier, Jr.
Chairman of the Board, President
and Chief Executive Officer
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held May 16, 1995
The Annual Meeting of Stockholders of The Interpublic Group
of Companies, Inc. (the "Company") will be held in the Auditorium
of the Equitable Center, 787 Seventh Avenue, New York, New York,
on Tuesday, May 16, 1995, at 11:00 A.M., Eastern Time, for the
following purposes:
1. To elect 8 directors;
2. To consider and act upon a proposal to increase the
number of authorized shares of Common Stock, $.10 par
value, of the Company to one hundred fifty million
shares;
3. To consider and act upon a proposal to adopt the
Employee Stock Purchase Plan (1995) of the Company;
4. To consider and act upon a proposal to amend the
Management Incentive Compensation Plan of the Company;
5. To consider and act upon a proposal to confirm the
appointment of Price Waterhouse LLP ("Price
Waterhouse"), as independent accountants of the Company
for the year 1995; and
6. To transact such other business as may properly come
before the meeting and any adjournment thereof.
The close of business on March 21, 1995, has been designated
as the record date for the determination of stockholders entitled
to notice of and to vote at this meeting and any adjournment
thereof.
By Order of the Board of Directors,
Christopher Rudge
Secretary
Dated: April 12, 1995
PAGE
Whether or not you plan to attend the meeting in
person, please fill in, sign, date and promptly return the
enclosed proxy in the accompanying envelope, which requires no
postage if mailed in the United States. The proxy is revocable,
so that you may still vote your shares in person if you attend
the meeting and wish to do so.
-2-
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC.
-----------
PROXY STATEMENT
-----------
GENERAL
INTRODUCTION
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Management") of The
Interpublic Group of Companies, Inc. ("Interpublic" or the
"Company") of proxies to be voted at the Annual Meeting of
Stockholders, which will be held in the Auditorium of The
Equitable Center, 787 Seventh Avenue, New York, New York, at
11:00 A.M., Eastern Time, on Tuesday, May 16, 1995.
The address of the Company's principal executive office is
1271 Avenue of the Americas, New York, NY 10020. This Proxy
Statement and the enclosed form of proxy are first being sent to
stockholders on or about April 12, 1995. The Company's Annual
Report to Stockholders was sent to stockholders on March 31,
1995.
Any proxy given in response to this solicitation may be
revoked at any time before it has been exercised. The giving of
the proxy will not affect your right to vote in person if you
attend the meeting. If you do not attend the Annual Meeting, or
if you attend but do not vote in person, the shares represented
by your proxy will be voted in accordance with your specification
with respect to the matters set forth in items (1) through (5)
and in the discretion of the person voting your proxy with
respect to any other matter arising and voted upon at the
meeting. Any proxy duly executed that omits such specification
will be voted FOR the election of Management's nominees for
director, FOR the increase in the authorized Common Stock to 150
million shares, FOR the adoption of the Employee Stock Purchase
Plan (1995), FOR the amendment of the Management Incentive
Compensation Plan and FOR the confirmation of Price Waterhouse
LLP ("Price Waterhouse") as independent accountants.
Stockholders have no appraisal rights with respect to the matters
being acted upon.
OUTSTANDING SHARES
The record date for this Annual Meeting is March 21, 1995.
The outstanding capital stock of the Company at the close of
business on March 21, 1995, consisted of 77,925,241 shares of
PAGE
Common Stock. Each share of Common Stock is entitled to one vote
on all matters to be acted upon at the meeting. Set forth below
is information as to direct and indirect "beneficial ownership"
(as that term is defined in rules of the Securities and Exchange
Commission relating to solicitation of proxies) of Common Stock
of the Company as of December 31, 1994 by persons who on the
basis of data available to the Company had such beneficial
ownership of more than 5% of the Common Stock of the Company.
Amount
and Nature of Percent
Name and Address Beneficial of
of Beneficial Owner Ownership Class
The Capital Group Companies, Inc. 9,859,100 12.76%
and subsidiaries
333 South Hope Street
Los Angeles, CA 90071
The Securities and Exchange Commission rules deem a person
to be the beneficial owner of a security (for purposes of
the proxy statement disclosure) if that person has or shares
voting or investment power or both with respect to such
security. Additionally, a security is deemed to be
beneficially owned by a person who has the right to acquire
beneficial ownership thereof within 60 days -- for example,
through the exercise of a stock option. Under these
standards more than one person may be the beneficial owner
of a security.
Information was obtained from Schedule 13G filed with the
Securities and Exchange Commission by The Capital Group
Companies, Inc. ("Capital") on or about February 8, 1995.
It is reported by Capital that neither Capital nor any of
its affiliates owns shares of Interpublic. Capital has sole
dispositive power over 9,859,100 shares of Interpublic, and
sole voting power with respect to 4,762,650 of those shares.
Accounts under discretionary management of the following
investment management companies owned by Capital hold shares
of Interpublic in the following amounts: Capital Guardian
Trust Company and related entities - 5,452,290 shares;
Capital International Limited - 204,300 shares; Capital
International, Inc. - 6,780 shares; Capital International,
S.A., and other operating subsidiaries - 354,230 shares and
Capital Research and Management Company - 3,841,500 shares.
Capital Research and Management Company manages a number of
mutual funds, including Capital Income Builder, Inc. and
Capital World Growth & Income Fund, Inc., on both of which
Frank Stanton, a director of the Company, serves as a
director.
PAGE
The following table gives the direct and indirect
"beneficial ownership" of Common Stock of the Company as of March
21, 1995 of each incumbent director, of each nominee for election
as a director, of each executive officer named in the Summary
Compensation Table below, and of all directors and executive
officers of the Company as a group:
Common Options
Name of Stock Exercisable
Beneficial Owner Ownership Within 60 Days
Eugene P. Beard 178,027 179,710
Frank J. Borelli -- --
Lynne V. Cheney 605 --
Philip H. Geier, Jr. 501,443 394,358
Robert L. James 247,428 115,308
Frank B. Lowe 335,442 54,000
Leif H. Olsen 400 --
Kenneth L. Robbins 186,242 85,912
J. Phillip Samper 1,400 --
Joseph J. Sisco 1,600 --
Frank Stanton 3,200 --
Jacqueline G. Wexler 3,441 --
All directors and
executive officers
as a group 1,584,532 1,020,760
Stock ownership includes restricted stock awarded under the
1986 Stock Incentive Plan. Common Stock ownership in column
one, together with options exercisable within 60 days in
column two, constitute the entire direct and indirect
beneficial ownership of Common Stock of each of the named
persons and the group.
No person or group named in the foregoing table has
beneficial ownership of more than 1% of the outstanding
Common Stock except that Mr. Geier owns 1.1438% of the
outstanding Common Stock and the directors and executive
officers as a group own 3.3003%.
In all cases, the beneficial ownership shown is direct,
except that beneficial ownership by the following persons
includes indirect ownership held through trusts as follows:
Mr. James - 36,094 shares and Mr. Lowe - 2,436 shares. In
each case, beneficial ownership of these shares is
disclaimed.
PAGE
VOTING
Election of directors shall be decided by a plurality of the
votes cast by the holders of shares of Common Stock present in
person or by proxy at the meeting and entitled to vote. Approval
of the proposal described in Item 2 will require the affirmative
vote of the majority of all outstanding shares of Common Stock.
Approval of the proposals described in Items 3, 4 and 5 will
require the affirmative vote of a majority of the shares present
in person or by proxy at the meeting and entitled to vote. The
Company's transfer agent tabulates the votes. Abstentions and
broker non-votes are each tabulated separately and are counted
toward the quorum. Abstentions are counted in tabulating votes
cast on proposals presented to stockholders, whereas broker non-
votes are not counted in tabulating votes cast.
STOCKHOLDERS' PROPOSALS TO BE PRESENTED AT 1996 ANNUAL MEETING
Proposals of stockholders intended to be presented at the
Annual Meeting of Stockholders scheduled to be held on May 14,
1996, must be received by the Company by December 24, 1995, in
order to be considered for inclusion in the Company's Proxy
Statement and form of proxy relating to that meeting.
1. ELECTION OF DIRECTORS
The nominees of the Management for election as directors of
the Company at the Annual Meeting, will hold office until the
next Annual Meeting of Stockholders and until their successors
are elected and qualify or until their earlier death, resignation
or removal. Certain information concerning each nominee, is
provided below. All of the nominees are presently serving as
directors of the Company, except for Mr. Borelli. The Management
believes that all of the nominees will be available and able to
serve as directors. However, if for any reason any of these
persons should not be available or able to serve, proxies will be
voted for the remainder of those nominated and, unless the size
of the Board of Directors is reduced, for such substituted
nominees as shall be designated by the Management. Robert L.
James, who has been a director of Interpublic for many years, has
retired from that position and from McCann-Erickson Worldwide as
of December 31, 1994. Kenneth L. Robbins, a director of
Interpublic since 1991, will retire from Lintas Worldwide in
July, 1995. In accordance with Company policy, Mr. Robbins will
not be standing for re-election as a director. Additionally, Mr.
Stanton and Ms. Wexler will not be standing for re-election as
directors. After many years of distinguished service, each of
them is retiring from the Board of Directors.
PAGE
The following information with respect to the principal
occupation or employment, recent employment history, age and
directorships in public and certain other companies at February
28, 1995, has been furnished or confirmed to the Company by the
respective nominees.
McCann-Erickson Worldwide, Lintas Worldwide and The Lowe
Group, which are referred to herein, are worldwide advertising
agency systems owned by Interpublic.
EUGENE P. BEARD, Executive Vice President-Finance and
Operations and Chief Financial Officer of the Company since 1985,
has been a director of Interpublic since 1982. He is a director
of National Westminster Bancorp Inc., 59 Wall Street Fund, Inc.,
All American Communications, Inc. and Micrografx, Inc. Age 59.
Chairman of the Finance Committee. Member of the Executive
Committee.
FRANK J. BORELLI, has been Senior Vice President and Chief
Financial Officer of Marsh & McLennan Companies, Inc. since 1984.
He is a director of Marsh & McLennan Companies, Inc., Mid Ocean
Reinsurance Company Ltd. and United Water Resources, Inc. Mr.
Borelli is treasurer and a director of the Financial Executives
Institute and is also a trustee of the New York City Chapter of
the National Multiple Sclerosis Society and the Nyack Hospital.
Age 59.
LYNNE V. CHENEY, Distinguished Fellow, American Enterprise
Institute since 1993, has been a director of Interpublic since
1994. Prior thereto, from 1986 to 1993, Mrs. Cheney was Chairman
of the National Endowment for the Humanities. She is a director
of Reader's Digest Association, Lockheed Corporation and IDS
Mutual Fund Group. Age 53.
Member of the Compensation Committee.
PHILIP H. GEIER, JR., Chairman of the Board, President and
Chief Executive Officer of the Company, has been a director of
Interpublic since 1975. Mr. Geier was elected Chairman and Chief
Executive Officer of the Company in 1980 and President in 1985.
Mr. Geier is a director of Fiduciary Trust Company International
and Woolworth Corporation. Age 60.
Chairman of the Executive Committee. Member of the Finance and
Nominating Committees.
PAGE
FRANK B. LOWE, Chairman of The Lowe Group, has been a
director of Interpublic since 1990. Mr. Lowe has served as
Chairman of The Lowe Group since its founding in 1981. Age 53.
LEIF H. OLSEN, President of Leif H. Olsen Investments, Inc.,
economic consultants and financial managers, has been a director
of Interpublic since 1972. Mr. Olsen was Senior Vice President
and Economist of First National City Bank (now Citibank, N.A.)
until 1978, when he became Chairman of the Economic Policy
Committee of Citibank N.A., a post he held until 1985. He is a
trustee of Atlantic Mutual Insurance Company and a director of
its affiliate Centennial Insurance Company. Age 69.
Chairman of the Audit Committee. Member of the Compensation and
Finance Committees.
J. PHILLIP SAMPER, former President of Sun Microsystems
Computer Corporation (1994-1995), has been a director of
Interpublic since 1990. Mr. Samper was Vice Chairman and
Executive Officer of the Eastman Kodak Company from 1986 to 1989
and a member of the Board of Directors from 1983 to 1989. He was
President and Chief Executive Officer of Kinder-Care Learning
Centers from 1990 to 1991. Mr. Samper is a director of Armstrong
World Industries, Inc. and Sylvan Learning Systems, Inc. Age 60.
Member of the Compensation, Audit and Nominating Committees.
JOSEPH J. SISCO, Partner, Sisco Associates, international
management consultants based in Washington D.C., has been a
director of Interpublic since 1979. Dr. Sisco served as
President and subsequently as Chancellor of The American
University from 1976 to 1981. Prior thereto, he had been with
the United States State Department for more than 25 years. His
last position there was Under Secretary of State for Political
Affairs. Dr. Sisco is a director of Braun A.G., Raytheon Company
and Tenneco Inc. Age 75.
Chairman of the Nominating Committee. Member of the Audit,
Compensation, Executive and Finance Committees.
PAGE
PRINCIPAL COMMITTEES OF THE BOARD OF DIRECTORS
Executive Committee -- The Executive Committee is authorized
to exercise all powers of the Board of Directors which under
Delaware law and the By-Laws of the Company may properly be
delegated to a committee while the Board of Directors is not in
session, except certain powers that have been delegated to other
committees of the Board of Directors. The Executive Committee
held no meetings in 1994.
Finance Committee -- The Finance Committee has concurrent
jurisdiction with the Executive Committee over the management of
the financial affairs of the Company while the Board of Directors
is not in session. It also approves capital budgets, guarantees
of obligations of subsidiaries and affiliates and certain capital
transactions (including mergers and acquisitions), and is the
committee which administers the Interpublic Retirement Account
Plan. The Finance Committee held 13 meetings in 1994.
Audit Committee -- The Audit Committee, whose members cannot
be officers or employees of the Company, is responsible for the
selection and retention of, subject to the approval of the Board
of Directors, and the approval of the annual compensation of, the
Company's independent accountants. The Audit Committee confers
with the accountants and from time to time reports to the Board
of Directors upon the scope of the auditing of the books and
accounts of the Company. It also reviews and examines the
procedures and methods employed in the Company's internal audit
program. It reviews and submits to the Board of Directors, as
soon as possible after the close of each fiscal year, the
consolidated balance sheet of the Company and its subsidiaries
and the related consolidated statements of income, of
stockholders' equity and of cash flows. The Audit Committee held
2 meetings in 1994.
Compensation Committee -- The Compensation Committee is
responsible for approving the compensation paid by the Company or
any of its subsidiaries to directors who are employees of the
Company or of any such subsidiary. For these purposes,
compensation is deemed to include: (1) salary, (2) deferred
compensation, (3) bonuses and other extra compensation of all
types, including awards under the Company's Management Incentive
Compensation Plan and the 1986 Stock Incentive Plan, (4)
insurance paid for by the Company or any of its subsidiaries
other than group plans, (5) annuities and individual retirement
PAGE
arrangements, (6) stock options, (7) grants under the Long-Term
Performance Incentive Plan and (8) Special Deferred Benefit
Arrangements. It is the committee that administers the Long-Term
Performance Incentive Plan, the Management Incentive Compensation
Plan, the 1986 Stock Incentive Plan, the United Kingdom Stock
Option Plan and the Employee Stock Purchase Plan (1985). The
Compensation Committee held 7 meetings in 1994.
Nominating Committee -- The Nominating Committee is
responsible for recommending to the Board of Directors the
persons to be recommended for election to the Board of Directors
at the Annual Meeting of Stockholders or any special meeting of
stockholders or to be selected by the Board of Directors to fill
any vacancy or any additional position created by the Board of
Directors. Stockholders who desire to recommend nominees may do
so by writing to the Secretary of the Company at the Company's
principal executive office set forth in the second paragraph on
page 1 of this Proxy Statement. Any such recommendation should
be submitted prior to December 31 of the year preceding the
Annual Meeting of Stockholders in question, and the
recommendation will be given consideration by the Nominating
Committee. The Nominating Committee held 1 meeting in 1994.
ATTENDANCE AT BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors of the Company held 7 meetings in
1994 and committees of the Board held a total of 23 meetings.
Except for Mr. Lowe, each of the incumbent directors attended at
least 75% of the meetings of the Board of Directors and
committees of the Board on which the director served in 1994.
Mr. Lowe attended fewer than 75% of the meetings of the Board of
Directors.
DIRECTORS' FEES
Each director who is not an employee of the Company or one
of its subsidiaries received in 1994 an annual retainer of
$22,000 for serving as a director, an annual retainer of $2,000
for each committee on which he or she served, a fee of $1,000 for
each meeting of the Board attended, a fee of $750 for each
committee meeting attended other than on a Board meeting day, and
$400 for each committee meeting attended after the first Board or
PAGE
committee meeting on any day. The Chairman of the Compensation
Committee received an additional $3,000 per year and the Chairman
of each of the Audit and Nominating Committees received an
additional $2,500.
Effective June 1, 1994, an outside director with at least
five years of service has been entitled to receive an annual
retirement benefit under the Interpublic Outside Directors'
Pension Plan. In general, the benefit becomes payable in the
month following the month the director leaves the Board. The
benefit will equal the amount of the annual retainer paid to the
director in the year in which he or she ceased to serve as a
director and will be paid for the same number of years as the
director's years of service, up to a maximum of 15 years. In the
event of the death of a director with a vested retirement
benefit, the then present value of the director's unpaid
retirement benefits will be paid to the surviving spouse or the
estate of the director.
On May 17, 1994, the stockholders of the Company approved
the Interpublic Outside Directors' Stock Option Plan (the
"Outside Directors' Option Plan"). Effective June 1, 1994, the
Outside Directors' Option Plan provides for the issuance on the
first Friday in June in each year to each outside director
serving on that date of options to purchase shares of Common
Stock having an aggregate fair market value of $30,000. The
exercise price of each option is equal to the market price of the
Common Stock on the date of grant. Such options become
exercisable three years after the date of grant and expire ten
years from the date of grant.
An outside director may exercise his or her stock options
that are exercisable on the date of cessation of service for 90
days following cessation of service as a director except that an
outside director who is eligible to receive a benefit under the
Interpublic Outside Directors' Pension Plan may exercise such
options for 5 years following the date of retirement from the
Board of Directors, but in no event after the expiration of the
ten-year option term.
On June 3, 1994, Ms. Cheney, Mr. Olsen, Mr. Samper, Dr.
Sisco, Mr. Stanton and Ms. Wexler, constituting all outside
directors at that time, each received an award of stock options,
covering 941 shares of Common Stock at an exercise price of
$31.1250 per share.
PAGE
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation from the Company
and its subsidiaries paid to the Chief Executive Officer and the
four other most highly compensated executive officers of the
Company who were serving as executive officers on December 31,
1994 (the "named executive officers") for services rendered in
all capacities for each of the three years ended on that date.
Compensation is reported in respect of any year during which the
person was an executive officer of the Company. As used in this
Proxy Statement, the executive officers of the Company are deemed
to include any director of the Company who currently serves as a
chief executive officer of one of the Company's three agency
systems, McCann-Erickson Worldwide, Lintas Worldwide and The Lowe
Group. In addition to the named executive officers who are
employed by Interpublic, the Company has designated as its other
executive officers its Senior Vice President-Human Resources, its
Senior Vice President, General Counsel and Secretary, its Senior
Vice President-Financial Operations and its Vice President and
Controller.
PAGE
SUMMARY COMPENSATION TABLE
-------LONG TERM COMPENSATION-------
------- ANNUAL COMPENSATION ------------- ------ AWARDS --------- PAYOUTS
Name Fiscal Salary Bonus Other Restricted Securities LTIP All
and Principal Year Annual Stock Underlying Payouts Other
Position Compensation Awards Options Compen-
sation
#
Philip H. Geier, Jr.
Chairman of the Board 1994 $965,000 $550,000 $ 106,841 $ -0- -0- $ -0- $ 8,550
of Directors, President, 1993 965,000 350,000 189,873 1,455,822 -0- 350,000 11,836
and Chief Executive Officer 1992 965,000 722,500 1,071,000 -0- 97,200 1,174,998 11,889
Eugene P. Beard
Executive Vice President 1994 $575,000 $400,000 $ 47,485 $ -0- -0- $ -0- $ 8,549
Finance and Operations, 1993 500,000 250,000 103,313 647,032 -0- 157,500 12,413
Chief Financial Officer 1992 500,000 375,750 459,000 -0- 46,800 528,749 12,506
and Director
Robert L. James
Chairman of McCann-Erickson 1994 $700,000 $150,000 $ 105,301 $ -0- -0- $ -0- $ 8,549
Worldwide and Director 1993 635,000 275,000 81,346 404,389 -0- 258,750 12,081
of Interpublic 1992 635,000 475,000 612,000 -0- 27,000 521,249 12,099
Frank B. Lowe
Chairman of The Lowe Group 1994 $660,000 $375,000 $ 101,685 $ -0- -0- $ -0- $ 8,082
and Director of Interpublic 1993 560,000 250,000 224,087 323,516 -0- -0- 8,935
1992 560,000 -0- 161,735 -0- 23,400 -0- 10,491
Kenneth L. Robbins
Chairman of Lintas Worldwide 1994 $525,000 $ -0- $ 85,736 $ -0- -0- $ -0- $ 8,690
and Director of Interpublic 1993 525,000 -0- 99,815 269,607 -0- 56,050 11,927
1992 481,250 240,000 -0- 23,400 216,025 12,098
The salaries of inside directors continuing to serve in the same position are reviewed every two years.
PAGE
Bonus payments are made pursuant to the Management Incentive Compensation Plan.
Other Annual Compensation for 1994 includes amounts paid in respect of spouse travel to Mr. James - $37,030, Mr. Lowe
- $62,061 and Mr. Robbins - $28,033.
The restricted stock grants in 1993 consist of shares issued under the Company's 1986 Stock Incentive Plan in
exchange for phantom shares held under the Long-Term Performance Incentive Plan for the 1991-1994 performance period
at 120% of their value on the date of the exchange pursuant to an arrangement approved by stockholders at the 1993
Annual Meeting.
The number and value (based on the closing price of the Common Stock) of shares of Restricted Stock held by the named
executive officers under the 1986 Stock Incentive Plan (the "Plan") at December 31, 1994 are as follows: Mr. Geier -
122,604 shares ($3,938,654); Mr. Beard - 30,162 shares ($968,954); Mr. James - 18,979 shares ($609,700); Mr. Lowe -
210,436 shares ($6,760,257) and Mr. Robbins - 86,053 shares ($2,764,453). This restricted stock was issued with at
least a five-year vesting period, subject to the discretion of the Committee administering the Plan to release the
restrictions not earlier than one year after the issue date. Dividends on restricted stock are paid on the same
basis as ordinary dividends on Common Stock.
All Other Compensation for 1994 consists of the Company's matching contributions under the Interpublic Savings Plan
and the Company's share of the cost of group term life insurance. $1,800 was paid for premiums on group term life
insurance for each of the named executive officers except Mr. Lowe for whom $1,152 was paid. The following amounts
were paid to the named executive officers as matching contributions under the Savings Plan: Mr. Geier - $6,750; Mr.
Beard - $6,749; Mr. James - $6,749; Mr. Lowe -$6,930; and Mr. Robbins - $6,890.
PAGE
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
______________________________________________________________________________________________________________________________
The following table gives the number and the year-end value of options held by the named executive officers and whether or not
they are exercisable. None of those officers were granted options in 1994. With the exception of Mr. Geier, none of those
officers acquired shares upon the exercise of options.
______________________________________________________________________________________________________________________________
Number of Shares Underlying Value of Unexercised
Unexercised Options at In-The-Money Options
December 31, 1994 December 31, 1994
--------------------------- ----------------------
Shares Acquired
Name on Exercise (#) Value Realized ($) Exercisable Unexercisable Exercisable Unexercisable
Philip H. Geier, Jr. 8,000 $121,775.00 151,358 340,200 $1,975,281 $2,633,513
Eugene P. Beard None 0.00 71,710 154,800 943,661 1,179,675
Robert L. James None 0.00 47,808 67,500 629,125 662,344
Frank B. Lowe None 0.00 -0- 77,400 -0- 589,838
Kenneth L. Robbins None 0.00 40,912 68,400 673,580 501,525
Based on the closing price of the Company's Common Stock as reported in the New York Stock Exchange Composite
Transactions on December 31, 1994.
PAGE
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENTS
During 1994, each of the named executive officers had employment
contracts with the Company providing for the annual compensation
and termination dates set forth below:
Contract Termination
Name Rate Date
Philip H. Geier, Jr. $965,000 June 30, 1996
Eugene P. Beard 575,000 June 30, 1995
Robert L. James 700,000 December 31, 1994
Frank B. Lowe 660,000 December 31, 1995
Kenneth L. Robbins 525,000 December 31, 1995
Contract rates do not include compensation pursuant to
Special Deferred Benefit Arrangements described below.
Each employment contract described above is terminable
by either party at any time upon twelve months' notice.
Includes deferred amount of $475,000, as reflected in
an amendment effective January 1, 1995, to Mr. Beard's
Employment Agreement.
Mr. James has retired from McCann-Erickson Worldwide as
of December 31, 1994.
PAGE
SPECIAL DEFERRED BENEFIT ARRANGEMENTS
Mr. Beard is a party to three agreements which provide that
if he dies while he is employed by the Company amounts
aggregating $194,000 per year will be paid to his beneficiaries
for 15 years following his death. Alternatively, he will be paid
benefits for 15 years of $194,000 per year if he retires on or
after his 60th birthday. The Company also has entered into an
agreement with Mr. Beard which provides that if he dies while he
is employed by the Company an amount of $230,000 per year will be
paid to his beneficiaries for 15 years following his death.
Alternatively, he will be paid an annual benefit of $230,000 for
15 years if he retires on or after July 18, 1998. This benefit
will be forfeited if Mr. Beard, without the consent of the
Compensation Committee, were to leave the Company prior to July
18, 1998 for any reason except death or disability.
Mr. Geier is a party to two agreements which provide that
if he dies while he is employed by the Company amounts
aggregating $160,000 per year will be paid to his beneficiaries
for 15 years following his death. Alternatively, he will be paid
benefits for 15 years of $160,000 per year if he retires on or
after his 60th birthday. The Company also has entered into an
agreement with Mr. Geier which provides that if he dies while he
is employed by the Company an amount of $255,000 per year will be
paid to his beneficiaries for 15 years following his death.
Alternatively, he will be paid an annual benefit of $255,000 for
15 years if he retires on or after July 18, 1998. This benefit
will be forfeited if Mr. Geier, without the consent of the
Compensation Committee, were to leave the Company prior to July
18, 1998 for any reason except death or disability.
Mr. James, who has retired as of December 31, 1994, is a
party to an agreement which provides that he will be paid
benefits for 15 years of $61,600 per year following his
retirement.
Mr. Lowe is a party to an agreement which provides that if
he dies while he is employed by the Company $158,400 per year
will be paid to his beneficiaries for 15 years following his
death. If he retires on or after his 60th birthday, he will be
paid a benefit of $158,400 per year for 15 years. If he retires,
resigns or his employment is terminated on or after his 55th
birthday but prior to his 60th birthday, he will be paid benefits
ranging from $72,864 to $148,896 per year for 15 years based on
the year his employment terminates. In the event Mr. Lowe's
employment terminates prior to his 55th birthday, other than by
reason of death, he will be paid in installments aggregating
PAGE
$72,000 for each year he has been employed by the Company from
January 1, 1991.
Mr. Robbins is a party to an agreement which provides that
if he dies while he is employed by the Company $104,000 per year
will be paid to his beneficiaries for 15 years following his
death. Alternatively, he will be paid benefits for 15 years
ranging from $97,760 per year if he retires on or after March 31,
1995 to $104,000 per year if he retires on or after his 60th
birthday. Mr. Robbins will retire effective July 1, 1995.
A deferred compensation trust for the purpose of funding up
to 35% of the gross retirement benefit obligations of the Company
under these Special Deferred Benefit Arrangements and other
deferred arrangements was established in 1990.
EXECUTIVE SEVERANCE AGREEMENTS
Each of the named executive officers has an agreement with
the Company pursuant to which (a) sums previously deferred
pursuant to employment agreements, Special Deferred Benefit
Agreements and the Management Incentive Compensation Plans of the
Company and its subsidiaries would become payable within 30 days
following a "Change of Control" of the Company (as defined in the
agreements), if the individual had so elected prior to the Change
of Control, and (b) a cash severance payment would become payable
to such individual if, within two years after the Change of
Control, his employment should be terminated by the Company
(except for "Cause" as defined in the agreements) or the
individual should resign for "Good Reason" (as defined in the
agreements).
The agreements entitle an individual to resign for Good
Reason if, without his consent, in any circumstance other than
his disability, his office in the Company or the geographical
area of his employment should be changed or his compensation
should not continue to be paid and increased on the same basis as
had been in effect prior to the Change of Control or the
individual should determine in good faith that the Company had,
without his consent, effected a significant change in his status
within or the nature or scope of his duties or responsibilities
with the Company and the Company failed to cure such situation
within 30 days after written notice from the individual.
The severance payment would be three times the individual's
average annual compensation during the two calendar years ended
prior to the date of the Change of Control, plus a partial annual
PAGE
bonus based on the prior year's bonus prorated for the elapsed
portion of the year in which employment terminated. The average
compensation used in calculating the severance payment would be
the individual's taxable compensation plus any deferred
compensation accrued during the two relevant years but would not
include any deferred compensation earned in prior years but paid
in those years and would not include any taxable compensation
relating to any stock option or restricted stock plan of the
Company.
Each agreement includes a covenant by the individual
providing that if the individual's employment terminates in
circumstances entitling him to a severance payment, he will, for
a period of 18 months following the termination of his
employment, neither (a) solicit any employee of the Company or
any of its subsidiaries to leave such employ to enter into the
employ of the individual, or any person or entity with which the
individual is associated, nor (b) solicit or handle, on his own
behalf or on behalf of any person or entity with which he is
associated, the advertising, public relations, sales promotion or
market research business of any advertiser which was a client of
the Company or any of its subsidiaries on the date the
individual's employment terminates.
The agreements give the individuals who are parties thereto
an option to limit payment under the agreements to such sum as
would avoid subjecting the individual to the excise tax imposed
by Section 4999 of the Internal Revenue Code.
GENERAL
Since the beginning of 1994, repurchases by the Company of
shares of Common Stock under its publicly-announced stock
repurchase program have included shares offered to the Company by
several of its executive officers as follows: Mr. James--112,725
shares, Mr. Beard--40,907 shares and Mr. Rudge, Senior Vice
President and General Counsel--6,000 shares. In each case, the
shares were purchased at the then current market price of the
Common Stock.
Robert L. James, former Chairman of McCann-Erickson
Worldwide and a director of the Company, retired at the end of
1994. The Compensation Committee, exercising discretion
conferred by the 1986 Stock Incentive Plan, authorized the
release in January 1995 of restrictions on transfer of 18,979
shares of Common Stock awarded previously to Mr. James under the
1986 Stock Incentive Plan. In lieu of an award of restricted
stock which he would otherwise have been granted had he not been
PAGE
retiring, he received a cash payment in January 1995 of $981,746.
In addition, the Compensation Committee, exercising discretion
conferred by the Company's Long-Term Performance Incentive Plan
authorized Mr. James to retain 50% of his award for the 1993-1996
Performance Period based on the two years that he was employed
during the performance period. The amount of his award, if any,
will be determinable at the conclusion of the performance period.
RETIREMENT PLAN
As of January 1, 1992, the Company adopted, subject to
Internal Revenue Service approval, the Interpublic Retirement
Account Plan to provide benefits under a "cash balance formula"
to employees of Interpublic and most of its domestic subsidiaries
having at least five years of service. Each year a participant's
account balance is credited with an amount equal to a percentage
of the participant's annual compensation plus interest credits.
The percentage of annual compensation varies based on the sum of
the participant's age and years of service from 1.5% for
participants with a sum less than 40 years to 5% for participants
with a sum of 80 or more years. Interest credits are based on
the 1-year Treasury Bill Rate plus 1 percentage point, compounded
quarterly, and are guaranteed at a minimum rate of 8% for 1992
and 1993 and 5% thereafter. Employees who qualify for retirement
may receive their benefits as early as the first day of the month
that follows retirement. For employees who do not qualify for
retirement, benefits may be withdrawn in a single lump sum or in
annuity form as of the first day of January following the first
anniversary of termination of employment.
Prior to January 1, 1992, employees employed by the Company
and most of its domestic subsidiaries who had attained the age of
21 and had at least five years of service were entitled to
receive a monthly benefit upon retirement pursuant to a defined
benefit pension formula. Until July 31, 1987, the monthly
benefit was computed as a percentage of average monthly
compensation during the five consecutive calendar years with
highest compensation with certain exclusions. The percentage of
average monthly compensation used to calculate the monthly
benefit was determined by multiplying the number of years of
accredited service (which is defined in the Plan as the period of
participation in the Plan) by 1.3%. Beginning July 31, 1987 the
method of calculating the pension benefit was changed to a career
average formula based on annual compensation. The percentage of
annual compensation used to calculate the benefit was 1% of each
year's compensation up to $15,000 plus 1.3% of any compensation
in excess of that amount.
PAGE
Participants under the defined benefit pension formula on
December 31, 1991, had their normal retirement benefit converted
on an actuarial basis into an "opening cash balance" as of
January 1, 1992. This opening cash balance was incorporated into
the participant's cash balance benefit under the Interpublic
Retirement Account Plan and became eligible for interest credits
and withdrawal on the same terms that apply to other amounts
accrued under the cash balance formula. In addition,
participants continued to accrue benefits pursuant to the career
average formula and became eligible to receive upon retirement
the higher of (1) the participant's benefit under the cash
balance formula or (2) the participant's accrued retirement
benefit under the career average formula as of December 31, 1991,
plus any accrual after that date calculated pursuant to the
career average formula. Employees joining the Company after
December 31, 1991 are eligible to accrue benefits only under the
cash balance formula.
With certain minor exceptions, "compensation" under the
career average formula as well as the cash balance formula
includes all compensation subject to Federal income tax
withholding, including deferred compensation paid during the year
and non-cash items on which withholding is required, such as
shares of restricted stock as to which restrictions have
terminated. Compensation also includes contributions made to the
Savings Plan on a pre-tax basis pursuant to Section 401(k) of the
Internal Revenue Code. Annual compensation for pension accruals
since December 31, 1988 has been limited by Federal tax law. In
1993, the applicable limit was $235,840. Effective January 1,
1994 the limit is $150,000, plus cost-of-living adjustments.
Benefits under the cash balance formula and the career
average formula are not reduced by social security payments or by
payments from other sources. Joint and survivor and guaranteed
minimum payment options, with reduced pensions, are available
upon retirement subject to certain limitations. All benefits are
funded through a trust.
The estimated annual retirement benefit that each of the
named executive officers would receive at normal retirement age,
payable as a straight life annuity, is given as follows: Mr.
Beard - $113,854; Mr. Geier - $120,000; Mr. James - $120,000; Mr.
Lowe - $30,716 and Mr. Robbins - $92,633. The current ERISA
limit for annual retirement benefits is $118,800. Alternatively,
each of the named executive officers could take the benefit as a
lump sum estimated as follows: Mr. Beard - $1,038,018; Mr. Geier
- - - $1,094,052; Mr. James - $1,094,052; Mr. Lowe - $280,042 and Mr.
Robbins - $844,548. Mr. James elected to take his
PAGE
benefit as a lump sum payment of $872,726 when he retired at the
age of 58.
Section 16 Reports
During 1994, all directors and executive officers of the
Company filed on a timely basis stock ownership reports on Form
3, Form 4 and Form 5 in accordance with the regulations
promulgated by the Securities and Exchange Commission. However,
the reports on Form 5 for 1994, filed in February, 1995, of Ms.
Lynne Cheney and Mr. Alan Forster (Vice President and Treasurer)
were inadvertently filed one day late with the Securities and
Exchange Commission.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Policies for Executive Officers
The objective of the Company's compensation program is to
provide key executives with short and long-term compensation
which will enhance shareholder value by motivating executives,
increasing retention and rewarding outstanding individual and
Company performance.
Compensation begins with a base salary intended to reflect
responsibilities. To the base salary is added incentive
compensation opportunities pursuant to one or more of the
following three shareholder approved plans:
Management Incentive Compensation Plan (MICP), which is
an annual bonus plan based on profits for the last completed
fiscal year. Individual awards are typically paid in cash but
may be paid in stock.
Long-Term Performance Incentive Plan (LTPIP), which
provides for biennial awards of performance units each having a
four-year term. These provide for cash incentives based on the
long-term profits of the division or entity of the Company for
which the executive is responsible.
1986 Stock Incentive Plan, which provides for the
issuance of stock options and restricted stock. These
instruments gain in value over time based on the increase in
value of Interpublic Common Stock. They are forfeited in the
absence of action by the Committee if an executive leaves the
Company during the restriction period.
The determination of the amount and form of executive
compensation, including incentive compensation paid to each
executive officer of the Company, is made by the Committee based
on a discretionary evaluation, after taking into account a range
of factors that may include:
1. The financial results of the Company and the anticipated
developments in the advertising industry.
2. The total compensation level for the particular executive
based on salary, bonus and incentive compensation.
PAGE
3. The accumulated value of incentive compensation previously
provided such as stock options, restricted stock or
performance units.
4. The current and future financial and tax impact on the
Company and on the executive of benefits under the Company's
compensation plans.
5. The particular achievements of the executive.
6. The talents and unique qualities of the executive, and the
value of his or her accumulated experience with the Company
as those factors are relevant to the future management of
the Company.
There is no pre-determined weight assigned to any of the
above factors; however compensation decisions by the Committee
are greatly influenced by the annual financial performance of the
Company.
The Committee consists of six experienced outside directors
who have no direct or indirect business relationship with the
Company. Four of the six members of the Compensation Committee
have served and continue to serve on a number of other corporate
boards in a similar capacity. All members have extensive
knowledge of compensation practices in the private business
sector generally.
The Committee's overall knowledge and experience of
executive compensation practices provides the basis for making
the subjective evaluations which in part determine the salaries
paid and the performance awards to the executive officers.
1994 Compensation of Executive Officers
Mr. Beard, Mr. James and Mr. Lowe each received a salary
increase, effective January 1, 1994 in accordance with the
Company's review policies. Other executive officers also
received salary increases in 1994 in accordance with the
Company's review policies. Salary increases are based upon
personal performance and overall Company financial results. Such
increases generally are not given more frequently than once every
two years.
PAGE
The Interpublic Management Incentive Compensation Plan
(MICP) is a shareholder approved plan which provides for the
payment of annual bonuses to officers and key employees of the
Company and its subsidiaries. Such awards are paid from an
annual bonus pool that may not exceed 5% of the amount by which
consolidated pre-tax income on a worldwide basis (as defined in
the Plan) exceeds 15% of the average equity capital of the
Company in the immediately preceding calendar year. For the year
1994 total MICP payments to executive officers were higher than
last year as a result of the Company satisfying and exceeding its
annual business plan and objectives including achievement of
targeted revenue, profit and net income margins, before the
effect of an accounting change to adopt FAS 112 and before a
charge for restructuring. Individual 1994 MICP awards for
executive officers were determined by the application of
discretionary evaluation factors referred to under the heading of
"Compensation Policies for Executive Officers" in this Report.
In 1994, no awards were granted under the LTPIP to executive
officers. Awards under LTPIP are normally granted biennially
during odd numbered years. There were no grants of stock options
or restricted stock to any of the executive officers named in the
Summary Compensation Table. A total of 18,000 shares of
restricted stock, however, were awarded to four other executive
officers during the year in recognition of individual
achievements.
Tax Law Changes
In 1993, the tax laws were amended to limit the deduction a
publicly-held company is allowed for compensation paid in 1994
and thereafter to the chief executive officer and to the four
most highly compensated executive officers other than the chief
executive officer. Generally, amounts paid in excess of $1
million to a covered executive, other than performance-based
compensation, cannot be deducted. The Committee will continue to
consider ways to maximize the deductibility of executive
compensation, including the utilization of performance-based
plans (as reflected in the proposed amendment to the MICP which
is being presented to the stockholders for approval at the Annual
Meeting), while retaining the discretion the Committee deems
necessary to compensate executive officers in a manner
commensurate with performance and the competitive environment for
executive talent.
PAGE
Compensation of Chief Executive Officer
For 1994, Mr. Geier received a salary of $965,000, unchanged
from 1993. Mr. Geier received an MICP award for 1994 of
$550,000, compared with a MICP Award of $350,000 for 1993. The
Committee has concluded that the level of Mr. Geier's 1994
combined salary and bonus was appropriate in light of the
Company's 1994 financial results. In determining his bonus, the
Committee took into account a number of factors including, an
increase of 12.5% in net income, an increase of 12% in earnings
per share and an increase of 10.6% in gross income, in each case,
before the effect of an accounting change to adopt FAS 112 and
before a charge for restructuring. Mr. Geier did not receive any
grants of stock options, restricted stock or LTPIP during 1994.
In addition to the previously described six factors that are
considered by the Committee in determining compensation, another
highly significant performance measurement used in determining
Mr. Geier's 1994 compensation, was the Company's total cumulative
shareholder return which surpassed that of its peer group as
shown in the Performance Graph below. As discussed above, the
Committee in awarding Mr. Geier his bonus took into account an
increase from last year in earnings per share, resulting in the
Company's achievement of earnings per share of $1.87, before the
effect of an accounting change to adopt FAS 112 and before a
charge for restructuring.
Frank Stanton, Chairman
Leif H. Olsen
J. Phillip Samper
Joseph J. Sisco
Jacqueline G. Wexler
Lynne V. Cheney
PAGE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
THE INTERPUBLIC GROUP OF COMPANIES, INC. COMMON STOCK,
THE S&P 500 AND PEER GROUP INDEX
The table below contains the data points used in the Performance Graph
which appears in the printed proxy statement.
- - ----------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
Interpublic 100.00 109.74 182.75 225.96 210.75 215.21
S & P 500 100.00 96.89 126.28 135.88 149.52 151.55
Peer Group 100.00 70.62 102.79 127.98 139.75 151.24
______________________________________________________________________
Assumes $100 is invested on December 31, 1989, and that all
dividends are reinvested.
The Peer Group Index includes Interpublic and in addition
consists of Cordiant plc (formerly Saatchi & Saatchi plc),
Omnicom, True North Communications Inc. (formerly Foote Cone &
Belding), Grey Advertising and WPP Group. Total shareholder
return is weighted according to market capitalization at the
beginning of each annual period.
PAGE
2. PROPOSAL TO INCREASE AUTHORIZED SHARES OF COMMON STOCK
On March 21, 1995, the Company's Board of Directors adopted
a resolution proposing that Article 4 of the Company's Restated
Certificate of Incorporation be amended to increase the number of
authorized shares of Common Stock, $.10 par value, from
100,000,000 to 150,000,000 shares. In addition to the 77,925,241
shares of Common Stock outstanding at March 21, 1995, a total of
15,466,366 shares were reserved for issuance pursuant to various
employee benefit plans. A total of 3,002,130 shares are reserved
for issuance upon the conversion of subordinated convertible
debentures.
Purposes of Increase
The Board of Directors believes that it is in the best
interests of the Company and its stockholders to make additional
shares available for issuance from time to time in order to
promote flexibility in meeting such corporate purposes and needs
as may be determined by the Board of Directors to be proper.
Such purposes and needs may include the issuance of Common Stock
in connection with stock splits or dividends, an increase in
capital through one or more offerings of Common Stock or the
acquisition of other companies or properties. The authorized
shares of the Company's Common Stock in excess of the shares
currently issued or reserved will be available for issuance at
such times as the Board of Directors deems advisable without
further action of the Company's stockholders, except as required
by law or the rules of any stock exchange on which the Company's
securities are listed.
Stockholders will not have preemptive rights to purchase any
of the shares of Common Stock authorized upon approval of this
proposal.
Under the laws of Delaware, the jurisdiction of the
Company's incorporation, the affirmative vote of the majority of
all outstanding shares of Common Stock is necessary for the
adoption of the proposed amendment to the Restated Certificate of
Incorporation.
The Board of Directors recommends a vote FOR this Proposal.
PAGE
3. ADOPTION OF EMPLOYEE STOCK PURCHASE PLAN (1995)
At the 1985 Annual Meeting, the stockholders approved the
adoption of the Employee Stock Purchase Plan (1985) of the
Company (the "1985 Plan"). Under the 1985 Plan, Common Stock of
the Company has been offered to employees of the Company and its
subsidiaries, including officers and those directors who were
employees of the Company, at a 15% discount from market price and
was sold without commission. Subject to stockholder approval,
the Company's Board of Directors on March 21, 1995 approved the
establishment of an Employee Stock Purchase Plan (1995) (the
"1995 Plan") to replace the 1985 Plan which by its terms will
expire on June 30, 1995.
Description of the 1995 Plan
The following description of the 1995 Plan is qualified in
its entirety by reference to the text thereof set forth in
Appendix A.
The Company will make ten offerings of stock under the 1995
Plan. The aggregate number of shares to be issued in connection
with those offerings will be 6,000,000 shares. Each offering
will be twelve months in duration. An eligible employee may
participate in an offering by authorizing payroll deductions of
up to 10% of compensation during the offering period. As was the
case under the 1985 Plan, participants in the 1995 Plan will be
offered Common Stock of the Company at a 15% discount from market
price without commission. Employees participating in the 1995
Plan will not receive stock certificates unless they so elect.
Instead, the Company's transfer agent will maintain a book-entry
system, evidencing the number of shares of Common Stock purchased
by each participant under the 1995 Plan and the purchase price
per share.
All employees of the Company and certain of its subsidiaries
will be eligible to participate in the 1995 Plan in accordance
with such rules as may be prescribed from time to time by the
Committee administering the 1995 Plan, which rules shall neither
permit nor deny participation in the 1995 Plan contrary to the
requirements of the Internal Revenue Code and regulations
promulgated thereunder. No employee is entitled to purchase
shares under the 1995 Plan if, after giving effect to a purchase
right, the employee owns or is entitled to acquire 5% or more of
the total combined voting power or value of all classes of stock
of the Company and its subsidiaries. No employee is permitted to
PAGE
accrue the right to purchase stock under the 1995 Plan or any
other stock purchase plan of the Company or its subsidiaries at
a rate exceeding $25,000 of fair market value in any calendar
year. Management estimates that approximately 5,440 employees of
the Company and its subsidiaries, including five directors who
are employees of the Company or its subsidiaries and other
officers of the Company, are eligible to participate in the 1995
Plan. The benefits to be received from the 1995 Plan will depend
on the extent to which employees elect to participate and,
therefore, are not determinable.
Federal Income Tax Consequences
The 1995 Plan is intended to qualify as an "employee stock
purchase plan" within the meaning of Section 423 of the Internal
Revenue Code. The purchase of stock by an employee under the
1995 Plan will not result in taxable income to the employee. If
the employee sells the stock within two years after the date of
the offering or within one year after the date of purchase, the
amount included in the employee's gross income as ordinary income
in the year of the sale is equal to 15% of the value of stock on
the date of purchase. If the employee sells the stock more than
two years after the date of offering and more than one year after
the date of purchase, the amount included in the employee's gross
income as ordinary income in the year of the sale is equal to the
lesser of (a) the excess of the amount realized on the sale over
the purchase price or (b) 15% of the value of the stock on the
date of the offering. The amount treated as ordinary income is
added to the purchase price of the stock and becomes the
employee's tax basis for the stock. If the stock is sold more
than 12 months after the stock was purchased, the capital gain
(or loss) realized will be a long-term capital gain (or loss).
In general, the Company is not entitled to deduct the amount
recognized by the employee as ordinary income unless the employee
disposes of the stock before the expiration of two years from the
date of the offering or one year from the date of purchase.
The affirmative vote of the majority of the shares of Common
Stock present in person or by proxy and entitled to vote at the
Annual Meeting is required to approve this proposal.
The Board of Directors recommends a vote FOR this Proposal.
4. AMENDMENT OF MANAGEMENT INCENTIVE COMPENSATION PLAN
The Management Incentive Compensation Plan ("MICP") was
approved by the stockholders at the 1970 Annual Meeting.
Amendments to the MICP were approved by the stockholders in 1975
and 1985.
PAGE
Proposed Amendments to MICP
In 1993, the Federal tax laws were amended to limit the
deduction a publicly-held company is allowed for compensation
paid to its chief executive officer and to the four most highly
compensated executive officers other than the chief executive
officer. Generally, under Section 162(m) of the Internal Revenue
Code, amounts paid in excess of $1 million dollars to a covered
executive cannot be deducted, unless such amounts are paid under
a performance-based plan or agreement pursuant to pre-
established, objective performance goals. Two amendments to the
MICP are being submitted to a vote of stockholders to conform the
terms of the MICP to the requirements of Section 162(m). One of
the amendments would designate the levels of or growth in
revenue, operating margin and operating profit as the business
criteria on which the performance goals for awards granted under
the MICP could be based. The other amendment would limit to
$1,250,000 the amount of any award granted annually to any
participant in the MICP. A third amendment is being submitted to
a vote of stockholders to specify the number of shares of Common
Stock issuable under the MICP.
Description of the MICP
The text of the MICP, with proposed amendments set forth in
italics, is annexed hereto as Appendix B. The following
description is qualified in its entirety by reference to such
text.
The purpose of the MICP is to promote the success of the
Company and its subsidiaries operating in the United States by
contributing to the ability of the Company to attract and retain
key employees and to enhance the efforts of key employees toward
improvements in corporate profitability.
The Compensation Committee administers the MICP. The
Committee is responsible for determining the form and timing of
incentive awards. In its discretion, the Committee may make any
awards wholly in cash, wholly in shares of the Common Stock of
the Company or in any combination of cash and Common Stock. The
MICP provides for the issuance of up to 600,000 shares of Common
Stock.
The Committee may, in any instance, direct that 75% of an
individual's award be paid on a deferred basis, subject to such
terms and conditions as the Committee may prescribe.
PAGE
Officers and key employees of the Company and its
subsidiaries operating in the United States, including directors
who also are employees, in executive, managerial and other
important positions are eligible for selection to receive
incentive awards under the MICP. Management estimates that
approximately 1,000 employees of the Company and its subsidiaries
are eligible to participate in the MICP. Under the provisions of
the MICP, eligibility is determined in the sole discretion of the
Committee after receiving recommendations from the chief
executive officer of the Company. Additionally, no award will be
made unless the award is approved by the Committee in its sole
discretion.
The annual funds available for MICP awards may not exceed 5%
of the amount by which the consolidated income (before income
taxes and before the provision for incentive compensation
payments under the MICP) of the Company and its subsidiaries on a
worldwide basis exceeds 15% of the average equity capital of the
Company in the calendar year immediately preceding the year with
respect to which the awards are made (the "MICP Fund"). For
purposes of this limitation, any Common Stock awarded is valued
by using the average closing price of shares of Common Stock of
the Company on The New York Stock Exchange on the last ten
trading days of the calendar month preceding the month in which
such shares are awarded.
Under the MICP, executive officers of the Company who are
named in the Summary Compensation Table and who are not employed
by one of the Company's operating companies will be entitled to
receive a maximum award that is equal to a specified percentage
of the MICP Fund established by resolution of the Compensation
Committee at the beginning of the year. Those executive officers
who are named in the Summary Compensation Table and who are
employed by the Company's operating subsidiaries may receive a
maximum award, paid from the MICP Fund, that is equal to a
percentage of the funds available in a pool established for each
operating company. The size of the operating company pool will
be determined based on the extent to which the operating company
achieves performance targets as established by resolution of the
Compensation Committee at the beginning of the year. As the MICP
is proposed to be amended, such performance targets will be based
on business criteria consisting of one or a combination of the
levels of or growth in revenue, operating margin and operating
profit. In each case, the maximum awards to be made to the
executive officers named in the Summary Compensation Table are
subject to the exercise by the Compensation Committee of
discretion to reduce the award otherwise payable based on other
qualitative and quantitative factors. All other participants in
the MICP will be entitled to receive awards based on such
PAGE
performance criteria as the Compensation Committee shall
establish. In no event may any participant in the MICP receive
an award exceeding $1,250,000 in any year.
New Plan Benefits
In 1995, the maximum incentive MICP award opportunities for
Mr. Geier and Mr. Beard will be based on a specified percentage
of the MICP Fund and the maximum incentive MICP award opportunity
for Mr. Lowe will be based on a specified percentage of the pool
established for The Lowe Group. If these arrangements had been
in place in 1994, the maximum incentive award opportunities for
Messrs. Geier, Beard and Lowe would have been $1,250,000,
$1,034,000 and $417,000, respectively, in each case subject to
reduction by the Compensation Committee in its discretion.
The affirmative vote of the majority of the shares of Common
Stock present in person or by proxy and entitled to vote at the
Annual Meeting is required to approve this proposal.
The Board of Directors recommends a vote FOR this Proposal.
5. APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Price Waterhouse have been appointed and are acting as
independent accountants of the Company for the year 1995. This
firm has reviewed the Company's financial statements since 1952.
Price Waterhouse has advised the Company that they are
independent accountants with respect to the Company and its
subsidiaries within the meaning of the rules and regulations of
the Securities and Exchange Commission.
A representative of Price Waterhouse is expected to be
present at the Annual Meeting with the opportunity to make a
statement and to respond to appropriate questions.
If a majority of the shares of Common Stock present in
person or by proxy and entitled to vote do not confirm the
appointment of Price Waterhouse, the Board of Directors of the
Company will take such vote into consideration and take action
consistent to the extent practicable with the stockholders' vote
and the Company's need for the services of independent
accountants for the balance of the year 1995.
The Board of Directors recommends a vote FOR confirmation of
this appointment.
PAGE
SOLICITATION OF PROXIES
The solicitation of proxies is made on behalf of the
Management of the Company. Solicitation of proxies will be
primarily by mail. In addition, proxies may be solicited in
person or by telephone or telefax or other means by officers,
directors and employees of the Company, for which they will
receive no additional compensation. Banks, brokers and others
holding stock in their names or in the names of nominees will be
reimbursed for out-of-pocket expenses incurred in sending proxies
and proxy material to the beneficial owners of such shares. The
cost of solicitation will be borne by the Company. D.F. King &
Co., New York, N.Y., has been retained to assist the Management
in the distribution of proxy materials to, and the solicitation
of proxies from, brokers and other institutional holders at a fee
of $7,500 plus reasonable out-of-pocket expenses.
The Management is not aware of any other matters which may
be brought before the meeting. If other matters not now known
come before the meeting, the persons named in the accompanying
form of proxy or their substitutes will vote such proxy in
accordance with their best judgement.
By Order of the Board of Directors,
Christopher Rudge
Secretary
April 12, 1995
APPENDIX A
THE INTERPUBLIC GROUP OF COMPANIES
EMPLOYEE STOCK PURCHASE PLAN (1995)
The purpose of this Plan is to provide employees a continued
opportunity to purchase IPG stock through annual offerings to be
made during the ten-year period commencing July 1, 1995.
6,000,000 shares in the aggregate are reserved for this purpose.
1. ADMINISTRATION: The Plan will be administered by a
Committee appointed by the Board of Directors, consisting of at
least three of its members.
The Committee will have authority to make rules and
regulations for the administration of the Plan; its
interpretations and decisions with regard thereto shall be final
and conclusive.
2. ELIGIBILITY: All employees of the Corporation and any
subsidiaries designated by the Committee will be eligible to
participate in the Plan, in accordance with such rules as may be
prescribed from time to time, which rules, however, shall neither
permit nor deny participation in the Plan contrary to the
requirements of the Internal Revenue Code (including, but not
limited to, Section 423(b)(3), (4) and (8) thereof) and
regulations promulgated thereunder. No employee may be granted
an option if such employee, immediately after the option is
granted, owns 5% or more of the total combined voting power or
value of all classes of stock of the Corporation or its
subsidiaries. For purposes of the preceding sentence, the rules
of Section 424(d) of the Internal Revenue Code shall apply in
determining the stock ownership of an individual, and stock which
the employee may purchase under outstanding options shall be
treated as stock owned by the employee.
3. OFFERINGS: The Corporation will make one or more annual
offerings to employees to purchase stock under this Plan. The
terms and conditions for each such offering shall specify the
amount of stock that may be purchased thereunder. Each offering
shall include a Purchase Period of 12 months' duration during
which (or during such portion thereof as an employee may elect to
participate) the amounts received as compensation by an employee
shall constitute the measure of such of the employee's
participation in the offering as is based on compensation.
PAGE
4. PARTICIPATION: An employee eligible on the effective
date of any offering may participate in such offering at any time
by completing and forwarding a Payroll Deduction Authorization
form to his appropriate payroll location. The form will
authorize a regular payroll deduction from the employee's
compensation, and must specify the date on which such deduction
is to commence, which may not be retroactive.
5. DEDUCTIONS: The Corporation will maintain payroll
deduction accounts for all participating employees. With respect
to any offering made under this Plan, an employee may authorize a
payroll deduction of up to a maximum of 10% of the compensation
he receives during the Purchase Period specified in the offering
(or during such portion thereof as he may elect to participate).
No employee may be granted an option which permits his
rights to purchase stock under this Plan, or any other stock
purchase plan of the Corporation or its subsidiaries, to accrue
(within the meaning of Section 423(b)(8) of the Internal Revenue
Code and the regulations thereunder) at a rate which exceeds
$25,000 of fair market value of stock (determined at the date of
the offering) for each calendar year in which the option is
outstanding at any time.
6. DEDUCTION CHANGES: An employee may at any time increase
or decrease his payroll deduction by filing a new Payroll
Deduction Authorization form. The change may not become
effective sooner than the next pay period after receipt of the
form. A payroll deduction may be increased only once and reduced
only once during any Purchase Period.
7. WITHDRAWAL OF FUNDS: An employee may at any time and
for any reason permanently draw out the balance accumulated in
his account, and thereby withdraw from participation in an
offering. He may thereafter begin participation again only once
during the remainder of the Purchase Period specified in the
offering. Partial withdrawals will not be permitted.
8. PURCHASE OF SHARES: Each employee participating in any
offering under this Plan will be granted an option, upon the
effective date of such offering, for as many full shares of IPG
stock as he may elect to purchase with the following amounts:
(a) up to 10% of compensation received during the
specified Purchase Period (or during such portion thereof as
he may elect to participate), to be paid by payroll
deductions during such period;
(b) the balance (if any) carried forward from his
payroll deduction account for the preceding Purchase Period
pursuant to the final paragraph of this Section 8; and
PAGE
(c) the balance (if any) carried forward from his
payroll deduction account for the final Purchase Period
(ending June 30, 1995) under The Interpublic Group of
Companies Employee Stock Purchase Plan (1985).
Notwithstanding the preceding sentence, in no event may the
number of shares purchased by any employee under an offering
exceed 3,600 shares.
The purchase price for each share purchased under any
offering will be 85% of the average market price on the last
business day of the month as of the end of which the purchase is
made.
As of the last day of each month during any offering, the
account of each participating employee shall be totaled and the
purchase price determined. When a participating employee shall
have sufficient funds in his account to purchase one or more full
shares as of that date, the employee shall be deemed to have
exercised his option to purchase such share or shares at such
price; his account shall be charged for the amount of the
purchase; and the ownership of such share or shares shall be
appropriately evidenced on the books of the Company. Subsequent
shares covered by the employee's option will be purchased in the
same manner, whenever sufficient funds have again accrued in his
account. Upon the purchase of shares of IPG stock under an
option, the Company shall deliver, or cause to be delivered,
promptly to the employee, a statement reflecting the status of
his account.
Payroll deductions may be made under each offering to the
extent authorized by the employee, subject to the maximum
limitation imposed for such offering. A separate employee
account will be maintained with respect to each offering.
A participating employee may not purchase a share under any
offering beyond 12 months from the effective date thereof. Any
balance remaining in an employee's payroll deduction account at
the end of a Purchase Period will be carried forward into the
employee's payroll deduction account for the following Purchase
Period under the Plan or, upon the termination of the Plan, into
the employee's payroll deduction account for the first Purchase
Period under any successor plan if a successor plan is then in
effect. In no event will the balance carried forward be equal to
or greater than the purchase price on the last day of the last
month of the Purchase Period. Any balance remaining in a payroll
deduction account at the termination of the Plan shall be
refunded automatically to the employee in accordance with Section
18 unless a successor plan becomes effective immediately
following the termination of the Plan.
PAGE
9. ISSUANCE OF CERTIFICATES: The Company shall issue
certificates to participating employees upon request.
10. REGISTRATION OF CERTIFICATES: Certificates may be
registered only in the name of the employee, or, if he so
indicates on his Payroll Deduction Authorization form, in his
name jointly with a member of his family, with right of
survivorship. An employee who is a resident of a jurisdiction
which does not recognize such a joint tenancy may have
certificates registered in his name as tenant in common with a
member of his family, without right of survivorship.
11. DEFINITIONS: The phrase "average market price" means
the average of the high and low prices of IPG stock on the New
York Stock Exchange on a given day or, if no sales of IPG stock
were made on that day, the average of the high and low prices of
IPG stock on the next preceding day on which sales were made on
said Exchange.
"Compensation" means only basic compensation, including any
employer contribution to a profit-sharing or stock bonus plan
(including the Interpublic Savings Plan) or to any other employee
benefit plan to the extent that such employer contribution
represents an amount that would have been paid to the employee in
cash, as basic compensation, but for the employee's election
pursuant to a qualified cash or deferred arrangement under
Section 401(k) of the Internal Revenue Code (an "elective cash or
deferred contribution") or pursuant to a cafeteria plan within
the meaning of Section 125 of the Internal Revenue Code (a
"salary reduction contribution"), and excluding overtime,
bonuses, cost-of-living allowances, deferred compensation awards
(apart from any elective cash or deferred contribution), or any
other extra payment of any kind (apart from any salary reduction
contribution). Solely for purposes of this Plan, "compensation"
consisting of an elective cash or deferred contribution or a
salary reduction contribution shall be deemed to be received by
the employee on the date on which the contribution would have
been paid to the employee but for the employee's election.
"Date of Offering" shall be the first working day (as
defined below) during the Purchase Period specified for any
offering made under this Plan.
The term "subsidiary" means all subsidiaries of the
Corporation, whether presently a subsidiary or hereafter becoming
a subsidiary, all within the meaning of Section 424(f) of the
Internal Revenue Code and regulations promulgated thereunder.
PAGE
"Working day" means a day other than a Saturday, Sunday or
scheduled IPG holiday.
12. RIGHTS AS A STOCKHOLDER: None of the rights or
privileges of a stockholder of the Corporation shall exist with
respect to shares purchased under this Plan unless and until such
shares shall have been appropriately evidenced on the books of
the Corporation.
13. RIGHTS ON RETIREMENT, DEATH OR TERMINATION OF
EMPLOYMENT: In the event of a participating employee's
retirement, death, or termination of employment, no payroll
deduction shall be taken from any pay due and owing to him at
such time and the balance in his account shall be paid to him or,
in the event of his death, to his estate.
14. RIGHTS NOT TRANSFERABLE: Rights under this Plan are
not transferable by a participating employee other than by will
or laws of descent and distribution, and are exercisable during
his lifetime only by him.
15. APPLICATION OF FUNDS: All funds received or held by
the Corporation under this Plan may be used for any corporate
purpose.
16. ADJUSTMENT IN CASE OF CHANGES AFFECTING IPG STOCK: In
the event of a subdivision of the outstanding shares, or the
payment of a stock dividend, the number of shares reserved under
this Plan, including shares covered by outstanding grants to
participating employees, shall be increased proportionately, and
the purchase price for each participant at such time reduced
proportionately, and such other adjustment shall be made as may
be deemed equitable by the Board of Directors. In the event of
any other change affecting IPG stock, such adjustment shall be
made as may be deemed equitable by the Board of Directors to give
proper effect to such event.
17. AMENDMENT OF THE PLAN: The Board of Directors may at
any time, or from time to time, amend this Plan in any respect,
except that, without the approval of the stockholders of the
Corporation, no amendment shall be made (i) increasing or
decreasing the number of shares reserved under this Plan (other
than as provided in Section 16) or (ii) decreasing the purchase
price per share (other than as provided in Section 16).
18. TERMINATION OF THE PLAN: This Plan and all rights of
employees under any offering hereunder shall terminate:
(a) on the day that participating employees become
entitled to purchase a number of shares equal to or greater
than the number of shares remaining available for purchase.
PAGE
If the number of shares so purchasable is greater than the
shares remaining available, the available shares shall be
allocated by the Committee among such participating
employees in such manner (consistent with the requirements
of Section 423(b)(4) and (5) of the Internal Revenue Code
and the regulations thereunder) as it deems fair; or
(b) at any time, at the discretion of the Board of
Directors.
No offering hereunder shall be made, the Purchase Period under
which shall extend beyond June 30, 2005. Upon termination of
this Plan, all amounts in the accounts of participating employees
shall be promptly refunded unless those amounts are carried
forward, in accordance with the final paragraph of Section 8,
into accounts established under a successor plan.
19. GOVERNMENTAL REGULATIONS: The Corporation's obligation
to sell and deliver IPG stock under this Plan is subject to the
approval of any governmental authority required in connection
with the authorization, issuance or sale of such stock.
PAGE
APPENDIX B
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Management Incentive Compensation Plan
1. PURPOSE.
The purpose of the Management Incentive Compensation Plan is
to promote the success of The Interpublic Group of Companies,
Inc. (the "CORPORATION"), by providing incentive compensation, in
addition to salaries, to officers and key employees in executive,
managerial, and other important positions, who can have a
substantial impact on the Corporation's success.
The Plan is designed to promote the success of the
Corporation by improving the ability of the Corporation and its
subsidiaries operating in the United States to attract and retain
key employees and by orienting the efforts of key employees
toward improvements in corporate profitability.
2. ADMINISTRATION.
The Plan will be administered by a committee (the
"COMMITTEE") which shall be the Compensation Committee of the
Board of Directors or such other of its committees as the Board
of Directors shall designate. The Committee will have full
responsibility for administering and interpreting the provisions
of the Plan in all areas except those specifically identified
hereafter as reserved by the Board of Directors. Action relating
specifically to one or more members of the Board of Directors
shall require the approval of at least a majority of those
members of the Committee who are not eligible to receive awards
under the Plan.
3. INCENTIVE FUND DETERMINATION.
Incentive compensation awards may be made in the sole
discretion of the Committee except, however, that the fund
available for such awards with respect to any one year may not
exceed 5% of the amount by which the consolidated income
(excluding extraordinary gains and income taxes applicable
thereto) before income taxes of the Corporation and its
subsidiaries on a worldwide basis, adjusted for all extraordinary
losses after income tax effects, and before provision for such
incentive compensation, exceeds 15% of the average equity capital
of the Corporation in the calendar year immediately preceding the
year with respect to which the awards are made (the "PRECEDING
YEAR").
PAGE
Average equity capital shall be determined by averaging
equity capital as at the first business day of the Preceding
Year, the last day of June and the last day of December of the
Preceding Year (assuming conversion of all outstanding
convertible debentures).
No award will be made unless the award is approved by the
Committee in its sole discretion.
4. ELIGIBILITY.
Officers and key employees of the Corporation and its
subsidiaries operating in the United States, including directors
who are also employees, in executive, managerial and other
important positions, may be selected to be eligible to receive
incentive awards under the Plan. Eligibility will be determined
by the Committee after receiving and giving consideration to
recommendations from the chief executive officer of the
Corporation. Eligibility will be determined as soon as possible
and preferably prior to the start of each calendar year by the
Committee. No person shall be eligible to receive an incentive
award with respect to any year unless he was in the employ of the
Corporation or one of its affiliates on the first business day of
the year with respect to which the award is made.
5. ALLOCATION OF INCENTIVE AMOUNTS.
In allocating the total funds, one or more of the following
factors will be considered:
(a) Achievement of the annual worldwide Business Plan
adopted by the Corporation.
(b) Contribution to Client's Business
(1) Improvement in the quality of work produced.
(2) Improvement in efficiency.
(c) Financial Factors
(1) Operating margin.
(2) Level of or growth in revenue.
(3) Level of or growth in operating profit.
(d) Individual Performance
6. MAXIMUM INDIVIDUAL INCENTIVE AWARDS.
The maximum individual award permitted under the Plan, with
respect to any year, is $1,250,000.
PAGE
7. FORM AND TIMING OF INCENTIVE AWARDS.
The Committee will be responsible for determining the form
and timing of incentive awards under the Plan. In its
discretion, the Committee may make any award wholly in cash,
wholly in shares of Common Stock of the Corporation, or partly in
cash and partly in shares of Common Stock of the Corporation. As
determined by the Board of Directors from time to time, at or
prior to the time of an award, shares of Common Stock to be
awarded under the provisions of the Plan may be issued by the
Corporation from its authorized but unissued shares of such stock
or may be delivered from shares of stock held in the treasury.
For purposes of Section 3 of the Plan, any shares so awarded
shall be valued by using the average closing price of shares of
Common Stock of the Corporation on the New York Stock Exchange on
the last ten trading days of the calendar month preceding the
month in which such shares are awarded.
Individual management incentive compensation awards will be
paid on a current basis except that, in any instance, the
Committee may direct that up to 75% of an individual's award be
paid on a deferred basis subject to such terms and conditions as
the Committee may prescribe. Awards will normally be made as
soon as possible after the end of each calendar year.
8. SHARES ISSUABLE UNDER THE PLAN.
The number of shares of Common Stock authorized for
distribution under the Plan is 600,000. In the event of a
reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or
any other change in the corporate structure or shares of the
Corporation, the Committee is empowered to make such adjustment,
if any, as it may deem appropriate in the number and kind of
shares authorized for distribution.
9. TERMINATION AND AMENDMENT.
The Board of Directors shall have the power to suspend or
terminate the Plan at any time, or to amend the Plan from time to
time as may be appropriate and in the best interests of the
Corporation, but shall not without the approval of Stockholders
amend the Plan so as to (i) materially increase the benefits
accruing to participants, (ii) materially increase the number of
securities which may be issued under the Plan or (iii) materially
modify the requirements as to eligibility for participation in
the Plan.
PAGE
APPENDIX
FORM OF PROXY
THE INTERPUBLIC GROUP OF COMPANIES, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR ANNUAL MEETING OF STOCKHOLDERS, MAY 16, 1995
The undersigned hereby constitutes and appoints Eugene P. Beard,
Philip H. Geier, Jr. and Christopher Rudge, and each of them, his
true and lawful agents and proxies, with full power of
substitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of THE INTERPUBLIC GROUP OF COMPANIES,
INC. to be held in The Equitable Center, 787 Seventh Avenue, New
York, New York, on Tuesday, May 16, 1995 at 11:00 A.M. Eastern
Time, and at any adjournments, thereof, on all matters to come
before the meeting.
Election of Directors. Nominees:
Eugene P. Beard, Frank J. Borelli, Lynne V. Cheney,
Philip H. Geier, Jr., Frank B. Lowe, Leif H. Olsen,
J. Phillip Samper, Joseph J. Sisco
You are encouraged to specify your choices by marking the
appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of
Directors' recommendations. The Proxy Holders cannot vote your
shares unless you sign and return this card.
PLEASE MARK YOUR
VOTES AS IN THIS X
EXAMPLE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF EACH OF THE
DIRECTOR NOMINEES, FOR PROPOSALS 2, 3, 4 AND 5 AND IN THE DISCRETION OF THE
PROXY HOLDERS ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors recommends a vote FOR proposals 2, 3, 4 and 5.
FOR WITHHELD
1. Election
of Directors.
(see reverse)
For, except vote withheld from the following nominee(s):
FOR AGAINST ABSTAIN
2. Approval of increase in
Common Stock to 150
million shares
FOR AGAINST ABSTAIN
3. Approval of Employee Stock
Purchase Plan (1995).
FOR AGAINST ABSTAIN
4. Approval of Amendments to
Management Incentive
Compensation Plan.
FOR AGAINST ABSTAIN
5. Confirmation of independent
accountants.
Signature(s)___________________________ Date________________________
The signer hereby revokes all proxies heretofore given by the signer to vote
at said meeting or any adjournments thereof.
Note: Joint owners should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
