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Registration No. 333-
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-1024020
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices) (zip code)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
NICHOLAS J. CAMERA, ESQ.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1271 Avenue of the Americas
New York, New York 10020
(Name and address of agent for service)
(212) 399-8000
(Telephone number, including area code, of agent for service)
____________________________________
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
Securities to to be price per offering registration
be Registered Registered share price fee
_________________________________________________________________
Common Stock 815,000 $52.06 $42,428,900 $12,857
($.10 par value)
_________________________________________________________________
PAGE
, Based upon the average of the high and low prices
of the Common Stock on the New York Stock Exchange
on March 14, 1997, in accordance with Rule 457(h)
under the Securities Act of 1933, as amended (the
"Act"). The shares stated above consist of
815,000 shares which may be issued under The
Interpublic Group of Companies, Inc. 1996 Stock
Incentive Plan.
PAGE
Pursuant to General Instruction E of Form S-8 ("Registration
of Additional Securities"), the Registrant hereby makes the
following statement:
On May 31, 1996, the Registrant filed with the Securities
and Exchange Commission a Registration Statement on Form S-8
Registration No. 333-4747 (the "Prior Registration Statement")
relating to shares of the Registrant's Common Stock to be issued
pursuant to the The Interpublic Group of Companies, Inc. 1996
Stock Incentive Plan (the "Incentive Plan"). The Prior
Registration Statement is currently effective. This Registration
Statement relates to securities (a) of the same class as those to
which the Prior Registration Statement relates and (b) to be
issued pursuant to the Incentive Plan. The contents of the Prior
Registration Statement are incorporated herein by reference.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Nicholas J. Camera, Vice President and General Counsel of
the Registrant has rendered the opinion filed herewith as to the
legality of the shares of Common Stock being registered pursuant
to this Registration Statement. Mr. Camera is a key employee
under the terms of The Interpublic Group of Companies, Inc. 1996
Stock Incentive Plan. As of March 19, 1997, Mr. Camera owned
6,000 shares of Common Stock, all of which contain restrictions
on their sale or transfer and held options to purchase 27,800
shares of the Registrant's Common Stock.
Item 8. EXHIBITS
The following exhibits are filed as part of this
Registration Statement:
5.1 Opinion of Nicholas J. Camera, Vice President and
General Counsel of the Registrant, as to the legality
of the shares of Common Stock being registered hereby.
23.1 Consent of Nicholas J. Camera, Vice President and
General Counsel of the Registrant (filed as part of
Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24. Power of attorney of directors of the Registrant.
PAGE
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of New York and State of New York, on the 19th day of
March, 1997.
THE INTERPUBLIC GROUP OF
COMPANIES, INC.
(Registrant)
By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons and in the capacities and on the dates indicated.
Name Title Date
Chairman of the Board
President and Chief
Executive Officer
(Principal Executive
PHILIP H. GEIER, JR. Officer) and Director March 19, 1997
PHILIP H. GEIER, JR.
Vice Chairman-
Finance and Operations
(Principal Financial
EUGENE P. BEARD Officer) and Director March 19, 1997
EUGENE P. BEARD
Vice President and
Controller (Principal
JOSEPH STUDLEY Accounting Officer) March 19, 1997
JOSEPH STUDLEY
PAGE
*FRANK J. BORELLI Director March 19, 1997
FRANK J. BORELLI
Director March 19, 1997
REGINALD K. BRACK
Director March 19, 1997
JILL M. CONSIDINE
*JOHN J. DOONER, JR. Director March 19, 1997
JOHN J. DOONER, JR.
*FRANK B. LOWE Director March 19, 1997
FRANK B. LOWE
*LEIF H. OLSEN Director March 19, 1997
LEIF H. OLSEN
*MARTIN F. PURIS Director March 19, 1997
MARTIN F. PURIS
*ALLEN QUESTROM Director March 19, 1997
ALLEN QUESTROM
*J. PHILLIP SAMPER Director March 19, 1997
J. PHILLIP SAMPER
*JOSEPH J. SISCO Director March 19, 1997
JOSEPH J. SISCO
*By:PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Attorney-in-fact
PAGE
EXHIBIT INDEX
EXHIBIT TABLE NO.
5.1 Opinion of Nicholas J. Camera, Vice President and
General Counsel of the Registrant, as to the legality
of the shares of Common Stock being registered hereby.
23.1 Consent of Nicholas J. Camera, Vice President and
General Counsel of the Registrant (filed as part of
Exhibit 5.1 hereof).
23.2 Consent of Price Waterhouse LLP.
24. Power of attorney of directors of the Registrant.
PAGE
Exhibit 5.1
March 19, 1997
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: Registration Statement on Form S-8
Dear Sirs:
This opinion is rendered in connection with the
Registration Statement on Form S-8 being filed by The Interpublic
Group of Companies, Inc. ("IPG") with the Securities and Exchange
Commission under the United States Securities Act of 1933, as
amended (the "Registration Statement") on or about March 19, 1997
for the offer and sale of IPG Common Stock, par value $.10 per
share, under The Interpublic Group of Companies, Inc. 1996 Stock
Incentive Plan (the "Plan").
I am of the opinion that the shares of Common Stock
covered by the Registration Statement, as or when issued and
delivered in accordance with the terms of the Plan, will be duly
and validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
This opinion is furnished solely for the benefit of
the Securities and Exchange Commission in connection with the
aforementioned Registration Statement and is not to be used,
circulated, quoted from or otherwise referred to for any other
purpose.
Yours truly,
NICHOLAS J. CAMERA
NICHOLAS J. CAMERA
Vice President and General
Counsel
PAGE
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
13, 1996, which appears on page 40 of the 1995 Annual Report to
Stockholders of The Interpublic Group of Companies, Inc. (the
"Company"), which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears in such
Annual Report on Form 10-K under the heading entitled "Report of
Independent Accountants on Financial Statement Schedules." We
also consent to the reference to us under the heading "Experts"
in the Prospectus constituting part of this Registration
Statement on Form S-8.
PRICE WATERHOUSE LLP
New York, New York
March 19, 1997
PAGE
Exhibit No. 24
POWER OF ATTORNEY
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 NICHOLAS J.
CAMERA, 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 a Registration Statement on Form S-8
covering shares of Common Stock to be issuable under the 1996
Stock Incentive Plan for The Interpublic Group of Companies,
Inc., any and all amendments (including further post-effective
amendments) 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, 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
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
This Power of Attorney may be signed in any number of
counterparts with the same effect as if the signatures thereto
and hereto were upon the same instrument.
Dated: May 20, 1996
EUGENE P. BEARD FRANK J. BORELLI
EUGENE P. BEARD FRANK J. BORELLI
JOHN J. DOONER, JR. PHILIP H. GEIER, JR.
JOHN J. DOONER, JR. PHILIP H. GEIER, JR.
PAGE
FRANK B. LOWE LEIF H. OLSEN
FRANK B. LOWE LEIF H. OLSEN
MARTIN F. PURIS ALLEN QUESTROM
MARTIN F. PURIS ALLEN QUESTROM
J. PHILLIP SAMPER JOSEPH J. SISCO
J. PHILLIP SAMPER JOSEPH J. SISCO
JOSEPH STUDLEY
JOSEPH STUDLEY