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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment Number Two Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1994 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas 10020
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 399-8000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No___.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ____.
The aggregate market value of the registrant's voting stock
(exclusive of shares beneficially owned by persons referred to in
response to Item 12 hereof) was $2,418,268,527 as of March 21,
1995.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Common Stock outstanding at March 21, 1995: 77,925,241 shares.
PAGE
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) Listed below are all financial statements, financial
statement schedules and exhibits filed as part of this Report on Form
10-K.
1. Financial Statements:
See the Index to Financial Statements on page F-1.
2. Financial Statement Schedules:
See the Index to Financial Statement Schedules on page
F-1.
3. Exhibits:
(Numbers used are the numbers assigned in Item 601 of Regulation
S-K and the EDGAR Filer Manual. An additional copy of this exhibit
index immediately precedes the exhibits filed with this Report on
Form 10-K and the exhibits transmitted to the Commission as part of
the electronic filing of the Report.)
Exhibit No. Description
3 (i) The Restated Certificate of Incorporation of the
Registrant, as amended is incorporated by reference to its
Report on Form 10-K for the year ended December 31, 1992.
See Commission file number 1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19,
1991, are incorporated by reference to its Report on Form
10-K for the year ended December 31, 1990. See Commission
file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
Indenture, dated as of April 1, 1992, between Interpublic
and Morgan Guaranty Trust Company of New York is not
included as an Exhibit to this Report but will be furnished
to the Commission upon its request.
10 Material Contracts.
(a) Underwriting Agreement, dated March 30, 1992, by and
between Interpublic and Goldman Sachs International Limited
is incorporated by reference to Registrant's Report on Form
10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
PAGE
(b) Employment, Consultancy and other Compensatory Arrangements
with Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements
filed with the Registrant's Reports on Form 10-K for the
years ended December 31, 1980 through December 31, 1993,
inclusive, are incorporated by reference in this Report on
Form 10-K. See Commission file number 1-6686. Listed
below are agreements or amendments to agreements between
the Registrant and its executive officers which remain in
effect on and after the date hereof or were executed during
the year ended December 31, 1994 and thereafter, which are
filed as exhibits to this Report on Form 10-K.
(i) Eugene P. Beard
Supplemental Agreement made as of January 1, 1995 to
an Employment Agreement made as of January 1, 1983.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between The
Interpublic Group of Companies, Inc., Lintas
Campbell-Ewald Company, McCann-Erickson USA, Inc.,
McCann-Erickson Marketing, Inc., Lintas, Inc. and
Manufacturers Hanover Trust Company, as Trustee, is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock
Award Plan of the Registrant are incorporated by
reference to Appendices C and D of the Prospectus
dated May 4, 1989 forming part of its Registration
Statement on Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of the
Registrant is incorporated by reference to the
Appendix of the Prospectus dated March 21, 1988
forming part of its Registration Statement on Form S-8
(No. 33-20291).
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
PAGE
(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended, is incorporated by reference
to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993. See Commission file
number 1-6686.
(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix A
of the Prospectus dated December 12, 1988 forming part
of its Registration Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted on
February 16, 1993, amending the Long-Term Performance
Incentive Plan is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(ix) Resolution of the Board of Directors adopted on May
16, 1989 amending the Long-Term Performance Incentive
Plan is incorporated by reference to Registrant's
Report on Form 10-K for the year ended December 31,
1989. See Commission file number 1-6686.
(d) Loan Agreements.
(i) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Citibank.
(ii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between Interpublic
and NBD.
(iii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Trust Company Bank.
(iv) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Swiss Bank.
(v) Amendment, No. 4, dated as of December 2, 1994 to a
Guarantee, dated as of December 17, 1991, between
Interpublic and Lloyds Bank.
(vi) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Fuji Bank.
PAGE
(vii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992 and
effective as of December 30, 1992, between Interpublic
and Chemical.
(viii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992 and
effective as of December 30, 1992, between Interpublic
and UBS.
(ix) Credit Agreement, dated as of December 1, 1994 between
Interpublic and Bank of America National Trust and
Savings Association.
(x) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years
ended December 31, 1988 and December 31, 1986 are
incorporated by reference in this Report on Form 10-K.
Other Credit Agreements, amendments to various Credit
Agreements, Termination Agreements, Loan Agreements, a
Note Purchase Agreement, dated August 20, 1991,
Guarantee, dated December 17, 1991, Notification dated
March 14, 1991 by Registrant and Intercreditor
Agreements filed with the Registrant's Report on Form
10-K for the years ended December 31, 1989 through
December 31, 1993, inclusive and filed with
Registrant's Reports on Form 10-Q for the periods
ended March 31, 1994 and June 30, 1994 are
incorporated by reference into this Report on
Form 10-K. See Commission file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by
reference to the Registrant's Annual Report on Form
10-K for the years ended December 31, 1980 and
December 31, 1988. See Commission file number 1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
(i) Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft & Co.
Grundbesitz OHG and McCann-Erickson Deutschland GmbH &
Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the
Acquisition Agreement are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
PAGE
(g) Mortgage Agreements and Encumbrances.
(i) Summaries In German and English of Mortgage Agreements
between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated January
22, 1993, between McCann-Erickson Deutschland and
Frankfurter Hypothekenbank, Mortgage Agreement, dated
January 22, 1993, between McCann-Erickson Deutschland
and Hypothekenbank are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993. See Commission file number
1-6686. Summaries In German and English of Mortgage
Agreement, between McCann-Erickson Deutschland and
Frankfurter Sparkasse and Mortgage Agreement, dated
January 7, 1993, between McCann-Erickson Deutschland
and Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992. See Commission
file number 1-6686.
(ii) Summaries In German and English of Documents Creating
Encumbrances In Favor of Frankfurter Hypothekenbank
and Frankfurter Sparkasse In Connection With the
Aforementioned Mortgage Agreements, Encumbrance, dated
January 15, 1993, In Favor Of Frankfurter
Hypothekenbank, and Encumbrance, dated January 15,
1993, In Favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(iii) Loan Agreement (in English and German), dated January
29, 1993 between Lintas Deutschland GmbH and
McCann-Erickson Deutschland is incorporated by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992. See Commission
file number 1-6686.
11 Computation of Earnings Per Share.
13 This Exhibit includes: (a) those portions of the Annual Report
to Stockholders for the year ended December 31, 1994 which are
included therein under the following headings: Financial
Highlights; Management's Discussion and Analysis of Financial
Condition and Results Of Operations; Consolidated Balance Sheet;
Consolidated Statement of Income; Consolidated Statement of Cash
Flows; Consolidated Statement of Stockholders' Equity; Notes to
Consolidated Financial Statements (the aforementioned
consolidated financial statements together with the Notes to
Consolidated Financial Statements hereinafter shall be referred
to as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data For Five Years;
Report of Management; and Stockholders' Information; and (b)
Appendix to Exhibit 13.
PAGE
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.
27 Financial Data Schedules
29 (a) Supplemental Agreements filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990
are incorporated by reference into this Report on
Form 10-K. See Commission file number 1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted on July
18, 1989 is incorporated by reference to Registrant's
Registration Statement on Form 8-A dated August 1, 1989
(No. 00017904) and, as amended, by reference to
Registrant's Registration Statement on Form 8 dated October
3, 1989 (No. 00106686).
PAGE
INDEX TO DOCUMENTS
Exhibit No. Description
3 (i) The Restated Certificate of Incorporation of the
Registrant, as amended is incorporated by reference to its
Report on Form 10-K for the year ended December 31, 1992.
See Commission file number 1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19,
1991, are incorporated by reference to its Report on Form
10-K for the year ended December 31, 1990. See Commission
file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
Indenture, dated as of April 1, 1992, between Interpublic
and Morgan Guaranty Trust Company of New York is not
included as an Exhibit to this Report but will be furnished
to the Commission upon its request.
10 Material Contracts.
(a) Underwriting Agreement, dated March 30, 1992, by and
between Interpublic and Goldman Sachs International Limited
is incorporated by reference to Registrant's Report on Form
10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements
with Management.
Employment and Consultancy Agreements and any
amendments or supplements thereto and other
compensatory arrangements filed with the Registrant's
Reports on Form 10-K for the years ended December 31,
1980 through December 31, 1993, inclusive, are
incorporated by reference in this Report on Form 10-K.
See Commission file number 1-6686. Listed below are
agreements or amendments to agreements between the
Registrant and its executive officers which remain in
effect on and after the date hereof or were executed
during the year ended December 31, 1994 and
thereafter, which are filed as exhibits to this Report
on Form 10-K.
INDEX - 1
PAGE
(i) Eugene P. Beard
Supplemental Agreement made as of January 1, 1995 to
an Employment Agreement made as of January 1, 1983.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between The
Interpublic Group of Companies, Inc., Lintas
Campbell-Ewald Company, McCann-Erickson USA, Inc.,
McCann-Erickson Marketing, Inc., Lintas, Inc. and
Manufacturers Hanover Trust Company, as Trustee, is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock
Award Plan of the Registrant are incorporated by
reference to Appendices C and D of the Prospectus
dated May 4, 1989 forming part of its Registration
Statement on Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of the
Registrant is incorporated by reference to the
Appendix of the Prospectus dated March 21, 1988
forming part of its Registration Statement on Form S-8
(No. 33-20291).
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended, is incorporated by reference
to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993. See Commission file
number 1-6686.
(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix A
of the Prospectus dated December 12, 1988 forming part
of its Registration Statement on Form S-8 (No. 33-25555).
INDEX - 2
PAGE
(viii) Resolution of the Board of Directors adopted on
February 16, 1993, amending the Long-Term Performance
Incentive Plan is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(ix) Resolution of the Board of Directors adopted on May
16, 1989 amending the Long-Term Performance Incentive
Plan is incorporated by reference to Registrant's
Report on Form 10-K for the year ended December 31,
1989. See Commission file number 1-6686.
(d) Loan Agreements.
(i) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Citibank.
(ii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between Interpublic
and NBD.
(iii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Trust Company Bank.
(iv) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Swiss Bank.
(v) Amendment, No. 4, dated as of December 2, 1994 to a
Guarantee, dated as of December 17, 1991, between
Interpublic and Lloyds Bank.
(vi) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Fuji Bank.
(vii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992 and
effective as of December 30, 1992, between Interpublic
and Chemical.
INDEX - 3
PAGE
(viii) Amendment, No. 4, dated as of December 1, 1994 to the
Credit Agreement, dated as of September 30, 1992 and
effective as of December 30, 1992, between Interpublic
and UBS.
(ix) Credit Agreement, dated as of December 1, 1994 between
Interpublic and Bank of America National Trust and
Savings Association.
(x) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years
ended December 31, 1988 and December 31, 1986 are
incorporated by reference in this Report on Form 10-K.
Other Credit Agreements, amendments to various Credit
Agreements, Termination Agreements, Loan Agreements, a
Note Purchase Agreement, dated August 20, 1991,
Guarantee, dated December 17, 1991, Notification dated
March 14, 1991 by Registrant and Intercreditor
Agreements filed with the Registrant's Report on Form
10-K for the years ended December 31, 1989 through
December 31, 1993, inclusive and filed with
Registrant's Reports on Form 10-Q for the periods
ended March 31, 1994 and June 30, 1994 are
incorporated by reference into this Report on
Form 10-K. See Commission file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by
reference to the Registrant's Annual Report on Form
10-K for the years ended December 31, 1980 and
December 31, 1988. See Commission file number 1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
(i) Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft & Co.
Grundbesitz OHG and McCann-Erickson Deutschland GmbH &
Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the
Acquisition Agreement are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
INDEX - 4
PAGE
(g) Mortgage Agreements and Encumbrances.
(i) Summaries In German and English of Mortgage Agreements
between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated January
22, 1993, between McCann-Erickson Deutschland and
Frankfurter Hypothekenbank, Mortgage Agreement, dated
January 22, 1993, between McCann-Erickson Deutschland
and Hypothekenbank are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993. See Commission file number
1-6686. Summaries In German and English of Mortgage
Agreement, between McCann-Erickson Deutschland and
Frankfurter Sparkasse and Mortgage Agreement, dated
January 7, 1993, between McCann-Erickson Deutschland
and Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992. See Commission
file number 1-6686.
(ii) Summaries In German and English of Documents Creating
Encumbrances In Favor of Frankfurter Hypothekenbank
and Frankfurter Sparkasse In Connection With the
Aforementioned Mortgage Agreements, Encumbrance, dated
January 15, 1993, In Favor Of Frankfurter
Hypothekenbank, and Encumbrance, dated January 15,
1993, In Favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(iii) Loan Agreement (in English and German), dated January
29, 1993 between Lintas Deutschland GmbH and
McCann-Erickson Deutschland is incorporated by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992. See Commission
file number 1-6686.
11 Computation of Earnings Per Share.
13 This Exhibit includes: (a) those portions of the Annual Report
to Stockholders for the year ended December 31, 1994 which are
included therein under the following headings: Financial
Highlights; Management's Discussion and Analysis of Financial
Condition and Results Of Operations; Consolidated Balance Sheet;
Consolidated Statement of Income; Consolidated Statement of Cash
Flows; Consolidated Statement of Stockholders' Equity; Notes to
Consolidated Financial Statements (the aforementioned
consolidated financial statements together
INDEX - 5
PAGE
with the Notes to Consolidated Financial Statements hereinafter
shall be referred to as the "Consolidated Financial
Statements"); Report of Independent Accountants; Selected
Financial Data For Five Years; Report of Management; and
Stockholders' Information; and (b) Appendix to Exhibit 13.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.
27 Financial Data Schedules
29 (a) Supplemental Agreements filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990
are incorporated by reference into this Report on
Form 10-K. See Commission file number 1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted on July
18, 1989 is incorporated by reference to Registrant's
Registration Statement on Form 8-A dated August 1, 1989
(No. 00017904) and, as amended, by reference to
Registrant's Registration Statement on Form 8 dated October
3, 1989 (No. 00106686).
INDEX - 6
PAGE
SIGNATURE PAGE
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amended
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
August 16, 1995 BY: Christopher Rudge
Christopher Rudge
Senior Vice President,
General Counsel and
Secretary
POWER OF ATTORNEY Exhibit No. 24
KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints PHILIP H. GEIER, JR.,
EUGENE P. BEARD, JOSEPH STUDLEY and CHRISTOPHER RUDGE, and each of
them, as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him, and in his name, place and
stead, in any and all capacities, to sign the Report on Form 10-K for
the year ended December 31, 1994, for The Interpublic Group of
Companies, Inc., S.E.C. File No. 1-6686, and any and all amendments and
supplements thereto and all other instruments necessary or desirable in
connection therewith, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and
Exchange Commission and the New York Stock Exchange, 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 requested and
necessary to be done in and about the premises as fully to all intents
and purposes as he might do or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or any of them or
their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Dated: March 21, 1995
Philip H. Geier, Jr. J. Phillip Samper
Eugene P. Beard Joseph J. Sisco
Lynne V. Cheney Frank Stanton
Frank B. Lowe Joseph Studley
Leif H. Olsen Jacqueline G. Wexler
Kenneth L. Robbins
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Certified Resolutions
I, Christopher Rudge, Secretary of The Interpublic Group of
Companies, Inc. (the "Corporation"), hereby certify that the
resolutions attached hereto were duly adopted on March 21, 1995 by he
Board of Directors of the Corporation and that such resolutions have
not been amended or revoked.
WITNESS my hand and the seal of the Corporation this 24th day
of March 1995.
Christopher Rudge
Christopher Rudge
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC.
MEETING OF THE BOARD OF DIRECTORS
Resolutions re Form 10-K
RESOLVED, that the Chairman of the Board and President and the
Executive Vice President-Finance and Operations of the Corporation
be, and each of them hereby is, authorized to execute and deliver on
behalf of the Corporation an annual report on Form 10-K for the year
ended December 31, 1994, in the form presented to this meeting with
such changes therein as either of them with the advice of the General
Counsel shall approve; and further
RESOLVED, that the Chairman of the Board and President in his
capacity as Chief Executive Officer, the Executive
Vice-President-Finance and Operations in his capacity as Chief
Financial Officer, and the Vice President and Controller in his
capacity as Chief Accounting Officer of the Corporation be, and each
of them hereby is, authorized to execute such annual report on Form
10-K; and further
RESOLVED, that the officers of the Corporation be and each of
them hereby is, authorized and directed to file such annual report on
Form 10-K, with all the exhibits thereto and any other documents that
may be necessary or desirable in connection therewith, after its
execution by the foregoing officers and by a majority of this Board
of Directors, with the Securities and Exchange Commission and the New
York Stock Exchange; and further
PAGE
RESOLVED, that the officers and directors of the Corporation
who may be required to execute such annual report on Form 10-K be,
and each of them hereby is, authorized to execute a power of attorney
in the form submitted to this meeting appointing Philip H. Geier,
Jr., Eugene P. Beard, Joseph Studley and Christopher Rudge, and each
of them, severally, his or her true and lawful attorneys and agents
to act in his or her name, place and stead, to execute said annual
report on Form 10-K and any and all amendments and supplements
thereto and all other instruments necessary or desirable in
connection therewith; and further
RESOLVED, that the signature of any officer of the Corporation
required by law to affix his signature to such annual report on Form
10-K or to any amendment or supplement thereto and such additional
documents as they may deem necessary or advisable in connection
therewith, may be affixed by said officer personally or by any
attorney-in-fact duly constituted in writing by said officer to sign
his name thereto; and further
PAGE
RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to execute such amendments or supplements
to such annual report on Form 10-K and such additional documents as
they may deem necessary or advisable in connection with any such
amendment or supplement and to file the foregoing with the Securities
and Exchange Commission and the New York Stock Exchange; and further
RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to take such actions and to execute such
other documents, agreements or instruments as may be necessary or
desirable in connection with the foregoing.