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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to________________
Commission file number 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, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 399-8000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each
of the issuer's classes of common stock, as of the
latest practicable date.
Common Stock outstanding at July 31,1997:
124,546,711 shares.PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
June 30, 1997 and
December 31, 1996 3-4
Consolidated Income Statement
Three months ended June 30, 1997
and 1996 5
Consolidated Income Statement
Six months ended June 30, 1997
and 1996 6
Consolidated Statement of Cash Flows
Six months ended June 30, 1997
and 1996 7
Notes to Consolidated Financial Statements 8
Computation of Earnings Per Share 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Item 4. Submission of matters to a Vote of Security
Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
2
PART I - FINANCIAL INFORMATION
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
ASSETS
JUNE 30, DECEMBER 31,
1997 1996
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1997-$86,468;
1996-$83,680) $ 405,677 $ 468,526
Marketable securities, at cost which
approximates market 41,734 35,408
Receivables (less allowance for doubtful
accounts: 1997-$22,468; 1996-$33,301) 2,910,799 2,646,259
Expenditures billable to clients 207,636 130,185
Prepaid expenses and other current assets 92,990 73,081
Total current assets 3,658,836 3,353,459
Other Assets:
Investment in unconsolidated affiliates 92,274 102,711
Deferred taxes on income 72,033 79,371
Other investments and miscellaneous assets 192,168 173,308
Total other assets 356,475 355,390
Fixed Assets, at cost:
Land and buildings 87,063 82,332
Furniture and equipment 436,902 413,029
523,965 495,361
Less accumulated depreciation 292,488 276,448
231,477 218,913
Unamortized leasehold improvements 88,524 88,045
Total fixed assets 320,001 306,958
Intangible Assets (less accumulated
amortization: 1997-$202,134;
1996-$186,189) 868,796 749,323
Total assets $5,204,108 $4,765,130
See accompanying notes to consolidated financial statements.
3 PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands Except Per Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, DECEMBER 31,
1997 1996*
Current Liabilities:
Payable to banks $ 304,328 $ 121,655
Accounts payable 2,876,331 2,626,695
Accrued expenses 279,361 317,157
Accrued income taxes 143,725 133,522
Total current liabilities 3,603,745 3,199,029
Noncurrent Liabilities:
Long-term debt 234,080 231,760
Convertible subordinated debentures 116,626 115,192
Deferred compensation and reserve
for termination liabilities 208,975 210,670
Accrued postretirement benefits 47,146 46,726
Other noncurrent liabilities 56,023 66,457
Minority interests in consolidated
subsidiaries 27,087 23,281
Total noncurrent liabilities 689,937 694,086
Stockholders' Equity:
Preferred Stock, no par value
shares authorized:20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 225,000,000
shares issued:
1997 - 138,206,192
1996 - 136,410,542 13,820 13,641
Additional paid-in capital 483,772 465,945
Retained earnings 940,865 855,113
Adjustment for minimum pension
liability (12,979) (12,979)
Cumulative translation adjustments (124,211) (82,978)
1,301,267 1,238,742
Less:
Treasury stock, at cost:
1997 - 13,767,768 shares
1996 - 14,712,143 shares 330,365 319,377
Unamortized expense of restricted
stock grants 60,476 47,350
Total stockholders' equity 910,426 872,015
Total liabilities and stockholders'
equity $5,204,108 $4,765,130
See accompanying notes to consolidated financial statements.
* Restated to reflect three-for-two stock split payable July 15,1997.
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1997 1996*
Revenue $ 788,621 $ 631,585
Other income 23,692 43,760
Gross income 812,313 675,345
Costs and expenses:
Operating expenses 634,105 521,568
Interest 11,216 9,665
Total costs and expenses 645,321 531,233
Income before provision for income taxes 166,992 144,112
Provision for income taxes:
United States - federal 29,667 25,971
- state and local 8,906 5,714
Foreign 31,207 29,563
Total provision for income taxes 69,780 61,248
Income of consolidated companies 97,212 82,864
Loss applicable to minority interests (7,218) (3,017)
Equity in net income of unconsolidated
affiliates (230) 3,081
Net income $ 89,764 $ 82,928
Weighted average number of common shares 123,758,720 119,659,136
Earnings per common and common equivalent
share $ .73 $ .69
Cash dividends per common share $ .13 $ .11
See accompanying notes to consolidated financial statements.
* Restated to reflect three-for-two stock split payable July 15,1997.
5
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1997 1996*
Revenue $ 1,372,018 $ 1,123,793
Other income 37,533 57,711
Gross income 1,409,551 1,181,504
Costs and expenses:
Operating expenses 1,182,117 987,677
Interest 21,483 19,190
Total costs and expenses 1,203,600 1,006,867
Income before provision for income taxes 205,951 174,637
Provision for income taxes:
United States - federal 39,610 34,389
- state and local 11,145 7,798
Foreign 35,788 32,187
Total provision for income taxes 86,543 74,374
Income of consolidated companies 119,408 100,263
Loss applicable to minority interests (10,573) (4,845)
Equity in net income of unconsolidated
affiliates 2,964 5,341
Net income $ 111,799 $ 100,759
Weighted average number of common shares 122,849,766 119,306,021
Earnings per common and common equivalent
share $ .91 $ .84
Cash dividends per common share $ .24 $ .22
See accompanying notes to consolidated financial statements.
* Restated to reflect three-for-two stock split payable July 15,1997.
6
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1997 1996
Net income $111,799 $100,759
Adjustments to reconcile net income to cash
provided by/(used in) operating activities:
Depreciation and amortization of fixed assets 36,534 28,311
Amortization of intangible assets 15,944 13,366
Amortization of restricted stock awards 7,537 7,188
Equity in net income of unconsolidated
affiliates (2,964) (5,341)
Income applicable to minority interests 10,573 4,845
Translation losses 483 1,100
Net gain from sale of investments 0 (8,100)
Other (7,150) (2,827)
Changes in assets and liabilities, net of acquisitions:
Receivables (170,393) (95,395)
Expenditures billable to clients (54,172) (31,598)
Prepaid expenses and other assets (13,819) (11,067)
Accounts payable and other liabilities 20,014 68,929
Accrued income taxes (6,953) 25,737
Deferred income taxes 1,229 (5,856)
Deferred compensation and reserve for termination
allowances (11,495) (4,347)
Net cash (used in)/provided by operating
activities (62,833) 85,704
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (38,089) (41,603)
Proceeds from sale of investments 199 37,578
Capital expenditures (41,825) (33,494)
Net purchases of marketable securities (9,899) (4,844)
Other investments and miscellaneous assets (9,094) (19,893)
Investments in unconsolidated affiliates (4,473) (6,278)
Net cash used in investing activities (103,181) (68,534)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings 185,352 33,061
Proceeds from long-term debt 3,024 25,000
Payments of long-term debt (3,007) (13,618)
Treasury stock acquired (58,700) (41,433)
Issuance of common stock 22,092 10,763
Cash dividends (29,015) (24,995)
Net cash provided by/(used in)financing
activities 119,746 (11,222)
Effect of exchange rates on cash and cash
equivalents (16,581) (8,498)
Decrease in cash and cash equivalents (62,849) (2,550)
Cash and cash equivalents at beginning of year 468,526 418,448
Cash and cash equivalents at end of period $405,677 $415,898
See accompanying notes to consolidated financial statements.
7 PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
June 30, 1997, the consolidated statements of income for the three
months and six months ended June 30, 1997 and 1996 and the
consolidated statement of cash flows for the six months ended June 30,
1997 and 1996, contain all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1997 and
for all periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in The
Interpublic Group of Companies, Inc.'s (the "Company") December 31,
1996 annual report to stockholders.
(b) Statement of Financial Accounting Standards (SFAS) No. 95 "Statement
of Cash Flows" requires disclosures of specific cash payments and
noncash investing and financing activities. The Company considers all
highly liquid investments with a maturity of three months or less to
be cash equivalents. Income tax cash payments were approximately
$38.1 million and $37.9 million in the first six months of 1997 and
1996, respectively. Interest payments during the first six months of
1997 were approximately $12.6 million. Interest payments during the
comparable period of 1996 were approximately $9.9 million.
(c) In July 1997, a three-for-two stock split was effected by payment of a
stock dividend. This split has been reflected retroactively in the
accompanying consolidated financial statements.
8
PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Three Months Ended June 30
Primary 1997 1996*
Net income $ 89,764 $ 82,928
Add:
Dividends paid net of related income tax
applicable to restricted stock 102 95
Net income, as adjusted $ 89,866 $ 83,023
Weighted average number of common shares
outstanding 119,724,822 115,905,189
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 4,033,898 3,753,947
Total 123,758,720 119,659,136
Earnings per common and common equivalent
share $ .73 $ .69
Three Months Ended June 30
Fully Diluted 1997 1996*
Net income $ 89,764 $ 82,928
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,643 1,602
Dividends paid net of related income tax
applicable to restricted stock 113 98
Net income, as adjusted $ 91,520 $ 84,628
Weighted average number of common shares
outstanding 119,724,822 115,905,189
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 4,420,272 3,801,155
Assumed conversion of subordinated
debentures 4,463,003 4,503,195
Total 128,608,097 124,209,539
Earnings per common and common equivalent
share $ .71 $ .68
* Restated to reflect three-for-two stock split payable July 15,1997.
9 PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Six Months Ended June 30
Primary 1997 1996*
Net income before effect of accounting
change $ 111,799 $ 100,759
Add:
Dividends paid net of related income tax
applicable to restricted stock 182 175
Net income, as adjusted $ 111,981 $ 100,934
Weighted average number of common shares
outstanding 119,065,151 115,698,875
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 3,784,615 3,607,146
Total 122,849,766 119,306,021
Earnings per common and common equivalent
share $ .91 $ .84
Six Months Ended June 30
Fully Diluted 1997 1996*
Net income before effect of accounting
change $ 111,799 $ 100,759
Add:
After tax interest savings on assumed
conversion of subordinated debentures 3,245 3,165
Dividends paid net of related income tax
applicable to restricted stock 206 192
Net income, as adjusted $ 115,250 $ 104,116
Weighted average number of common shares
outstanding 119,065,151 115,698,875
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 4,202,596 3,906,334
Assumed conversion of subordinated
debentures 4,464,753 4,503,195
Total 127,732,500 124,108,404
Earnings per common and common equivalent
share $ .90 $ .84
* Restated to reflect three-for-two stock split payable July 15,1997.
10
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1997 was $55.1 million, a decrease of $99.3
million from December 31, 1996. The ratio of current assets to current
liabilities remained relatively unchanged from December 31, 1996 at
approximately 1.0 to 1.
Historically, cash flow from operations has been the primary source of
working capital and management believes that it will continue to be in the
future. The principal use of the Company's working capital is to provide
for the operating needs of its advertising agencies, which include payments
for space or time purchased from various media on behalf of its clients.
The Company's practice is to bill and collect from its clients in
sufficient time to pay the amounts due media. Other uses of working capital
include the payment of cash dividends, acquisitions, capital expenditures
and the reduction of long-term debt. In addition, during the first six
months of 1997, the Company acquired 1,270,975 shares of its own stock for
approximately $58.7 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
11
PAGE
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30,
1996
Total revenue for the three months ended June 30, 1997 increased $157.0
million, or 24.9%, to $788.6 million compared to the same period in 1996.
Domestic revenue increased $110.9 million or 42.2% from 1996 levels.
Foreign revenue increased $46.1 million or 12.5% during the second quarter
of 1997 compared to 1996. Other income decreased by $20.1 million during
the second quarter of 1997 compared to the same period in 1996 primarily
due to the proceeds resulting from the sale of a portion of the Company's
interest in the CKS Group, Inc. in 1996. The net gain was approximately $8.1
million or $.10 per share.
Operating expenses increased $112.5 million or 21.6% during the three
months ended June 30, 1997 compared to the same period in 1996. Interest
expense increased 16.0% as compared to the same period in 1996.
Pretax income increased $22.9 million or 15.9% during the three months
ended June 30, 1997 compared to the same period in 1996.
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations and
contributions from new business gains.
Net income for the three months ended June 30, 1997 had an unfavorable
currency impact of $2.9 million versus $1.6 million for the same period in
1996.
The effective tax rate for the three months ended June 30, 1997 was 41.8%,
as compared to 42.5% in 1996.
The difference between the effective and statutory rates is primarily due
to foreign losses with no tax benefit, losses from translation of foreign
currencies which provided no tax benefit, state and local taxes, foreign
withholding taxes on dividends and nondeductible goodwill expense.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Total revenue for the six months ended June 30, 1997 increased $248.2
million, or 22.1%, to $1,372 million compared to the same period in 1996.
Domestic revenue increased $178.9 million or 39.1% from 1996 levels.
Foreign revenue increased $69.4 million or 10.4% during the first six
months of 1997 compared to 1996. Other income decreased by $20.2 million in
the first six months of 1997 compared to the same period in 1996 primarily due
to the proceeds resulting from the sale of a portion of the Company's
interest in the CKS Group, Inc. in 1996. The net gain was approximately $8.1
million or $.10 per share.
Operating expenses increased $194.4 million or 19.7% during the six months
ended June 30, 1997 compared to the same period in 1996. Interest expense
increased 11.9% during the six months ended June 30, 1997 as compared to
the same six month period in 1996.
Pretax income increased $31.3 million or 17.9% during the six months ended
June 30, 1997 compared to the same period in 1996.
12
PAGE
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations and
contributions from new business gains.
Net income for the six months ended June 30, 1997 had an unfavorable
currency impact of $4.0 million versus $1.9 million for the same period in
1996.
The effective tax rate for the six months ended June 30, 1997 was 42.0%, as
compared to 42.6% in 1996.
13
PART II - OTHER INFORMATION
Item 2. Changes In Securities
Recent Sales In Unregistered Securities
(1) On April 14, 1997, the Registrant acquired
three small companies in consideration for which it
issued a total of 201,558 shares of Common Stock, par
value $.10 per share, to the former shareholders of the
companies. The shares of Common Stock had a market
value of $11,000,000 on the date of issuance.
The shares of Common Stock were issued by the
Registrant without registration in reliance on Rule 506
of Regulation D under the Securities Act of 1933, as
amended (the "Securities Act"), based on the accredited
investor status or sophistication of the former
shareholders.
(2) On June 5, 1997, the Registrant acquired a
company in consideration for which it issued a total of
386,137 shares of Common Stock, par value $.10 per
share, to the company's former shareholders. The
shares of Common Stock had a market value of
$21,339,089 on the date of issuance.
The shares of Common Stock were issued by the
Registrant without registration in reliance on Rule 506
of Regulation D under the Securities Act of 1933, as
amended, based on the accredited investor status or
sophistication of the company's former stockholders and
their purchase representative.
Also, as part of the acquisition, existing stock
options in the acquired company were converted into
options to acquire 47,720 shares of the Registrant.
(3) On June 12, 1997, the Registrant acquired a
company in consideration for which it issued a total of
390,036 shares of Common Stock to the company's former
shareholders. The shares of Common Stock had a market
value of $23,100,000 on the date of issuance.
The shares of Common Stock were issued by the
Registrant without registration in reliance on Rule 506
of Regulation D under the Securities Act, based on the
accredited investor status of the company's former
stockholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) This item is answered in respect of the Annual Meeting
of Stockholders held on May 19, 1997.
(b) No response is required to Paragraph (b) because (i)
proxies for the meeting were solicited pursuant to
Regulation 14A under the Securities Exchange Act of
1934, as amended; (ii) there was no solicitation in
opposition to Management's nominees as listed in the
proxy statement; and (iii) all such nominees were
elected.
(c) At the Annual Meeting, the following number of shares
were cast with respect to each matter voted upon:
-- Proposal to approve Management's nominees for
director as follows:
BROKER
NOMINEE FOR WITHHELD NONVOTES
Eugene P. Beard 63,008,573 640,995 0
Frank J. Borelli 63,003,548 646,020 0
Reginald K. Brack 63,004,082 645,486 0
Jill M. Considine 62,999,987 649,581 0
John J. Dooner, Jr. 63,008,654 640,914 0
Philip H. Geier, Jr. 62,759,816 889,752 0
Frank B. Lowe 62,751,556 898,012 0
Leif H. Olsen 63,000,457 649,111 0
Martin F. Puris 62,743,806 905,762 0
Allen Questrom 63,008,304 641,264 0
J. Phillip Samper 62,750,808 898,760 0
-- Proposal to increase the Company's authorized
Common Stock to 225 million shares.
BROKER
FOR AGAINST ABSTAIN NONVOTES
59,084,070 4,139,029 426,469 0
-- Proposal to approve the Company's 1997 Performance
Incentive Plan.
BROKER
FOR AGAINST ABSTAIN NONVOTES
45,381,853 12,588,752 545,335 5,133,628
-- Proposal to approve confirmation of independent
accountants.
BROKER
FOR AGAINST ABSTAIN NONVOTES
63,186,957 64,595 398,016 0
-- Stockholder proposed resolution regarding
implementation of the Mac Bride Principles with
respect to the Company's subsidiary in Northern
Ireland.
BROKER
FOR AGAINST ABSTAIN NONVOTES
5,835,590 45,817,940 4,517,948 7,478,090
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 3(i) The Registrant's Restated Certificate
of Incorporation, as amended.
Exhibit 10(a) 1997 Performance Incentive Plan.
Exhibit 10(b) Supplemental Agreement made as of
March 12, 1997 between Interpublic and
Eugene P. Beard.
PAGE
Exhibit 10(c) Note, dated June 16, 1997 and executed
by Registrant in the principal amount
of $15,000,000 to the order of
Wachovia Bank of Georgia, N.A.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed
without financial statements during the quarter ended
June 30, 1997:
(1) Item 9 - Sale of Equity Securities Pursuant to
Regulation S, dated April 3, 1997.
(2) Item 9 - Sale of Equity Securities Pursuant to
Regulation S, dated June 16, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
Date: August 14, 1997 By /S/ Philip H. Geier, Jr.
Philip H. Geier, Jr.
Chairman of the Board
President and Chief Executive
Officer
Date: August 14, 1997 By /S/ Eugene P. Beard
Eugene P. Beard
Vice Chairman -
Finance and Operations
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 3(i) The Registrant's Restated Certificate of
Incorporation, as amended.
Exhibit 10(a) 1997 Performance Incentive Plan.
Exhibit 10(b) Supplemental Agreement made as of March 12,
1997 between Interpublic and Eugene P. Beard.
Exhibit 10(c) Note, dated June 16, 1997 and executed by
Registrant in the principal amount of
$15,000,000 to the order of Wachovia Bank of
Georgia, N.A.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
Exhibit 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 245 of the Delaware General Corporation Law
We, PAUL FOLEY, President, and J. DONALD McNAMARA, Secretary
of THE INTERPUBLIC GROUP OF COMPANIES, INC., a corporation
existing under the laws of the State of Delaware, do hereby
certify under the seal of the said corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930.
THIRD: The amendments and the restatement of the
Certificate of Incorporation have been duly adopted in accordance
with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by an affirmative vote
of the holders of a majority of all outstanding shares entitled
to vote at a meeting of shareholders, and by an affirmative vote
of the holders of a majority of all outstanding shares of each
class entitled to vote separately as a class, and the capital of
the Corporation will not be reduced under or by reason of said
amendment.
FOURTH: The text of the Certificate of Incorporation of
said The Interpublic Group of Companies, Inc., as amended, is
hereby restated as further amended by this Certificate, to read
in full, as follows:
ARTICLE 1. The name of this Corporation is THE
INTERPUBLIC GROUP OF COMPANIES, INC.
ARTICLE 2. The registered office of the Corporation is
located at 306 South State Street in the City of Dover, in
the County of Kent, in the State of Delaware. The name of
its registered agent at said address is the UNITED STATES
CORPORATION COMPANY.
ARTICLE 3. The nature of the business of the
Corporation and the objects or purposes to be transacted,
promoted or carried on by it, are:
PAGE
(a) To conduct a general advertising agency,
public relations, sales promotion, product development,
marketing counsel and market research business, to
conduct research in and act as consultant and advisor
in respect to all matters pertaining to advertising,
marketing, merchandising and distribution of services,
products and merchandise of every kind and description,
and generally to transact all other business not
forbidden by law, and to do every act and thing that
may be necessary, proper, convenient or useful for the
carrying on of such business.
(b) To render managerial, administrative and
other services to persons, firms and corporations
engaged in the advertising agency, public relations,
sales promotion, product development, marketing counsel
or market research business.
(c) To manufacture, buy, sell, create, produce,
trade, distribute and otherwise deal in and with motion
pictures, television films, slide films, video tapes,
motion picture scenarios, stage plays, operas, dramas,
ballets, musical comedies, books, animated cartoons,
stories and news announcements, of every nature, kind
and description.
(d) To undertake and transact all kinds of agency
and brokerage business; to act as agent, broker,
attorney in fact, consignee, factor, selling agent,
purchasing agent, exporting or importing agent or
otherwise for any individual or individuals,
association, partnership or corporation; to conduct
manufacturing operations of all kinds; to engage in the
business of distributors, commission merchants,
exporters and importers; to transact a general
mercantile business.
(e) To acquire, hold, use, sell, assign, lease,
grant licenses in respect of, mortgage or otherwise
dispose of letters patent of the United States or any
foreign country, patent rights, licenses and
privileges, inventions, improvements and processes,
copyrights, trademarks and trade names, relating to or
useful in connection with any business of the
Corporation, its subsidiaries and affiliates, or its or
their clients.
PAGE
(f) To purchase, lease, hold, own, use, improve,
sell, convey, mortgage, pledge, exchange, transfer and
otherwise acquire or dispose of and deal in real
property, buildings, structures, works and improvements
wherever situated, and any interests therein, of every
kind, class and description.
(g) To manufacture, purchase, own, use, operate,
improve, maintain, lease, mortgage, pledge, sell or
otherwise acquire or dispose of and deal in machinery,
equipment, fixtures, materials, tools, supplies and
other personal property used in or in connection with
any business of the Corporation, either for cash or for
credit or for property, stocks or bonds or other
consideration as the Board of Directors may determine.
(h) To make loans to any person, partnership,
company or corporation, with or without security.
(i) To acquire by purchase, subscription or
otherwise, and to receive, hold, own, guarantee, sell,
assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the
shares of the capital stock, or any voting trust
certificates in respect of the shares of capital stock,
script, warrants, rights, bonds, debentures, notes,
trust receipts, and other securities, obligations,
choses in action and evidences of indebtedness, book
accounts or any other security interest or any other
kind of interest, secured or unsecured, issued or
created by, or belonging to or standing in the name of,
any corporation, joint stock company, syndicate,
association, firm, trust or person, public or private,
or the government of the United States of America, or
any foreign government, or any state, territory,
province, municipality or other political subdivision
or any governmental agency, and as owner thereof to
possess and exercise all of the rights, powers and
privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts
and things necessary or advisable for the preservation,
protection, improvement and enhancement in value
thereof.
(j) To acquire, and pay for in cash, stock or
bonds of the Corporation or otherwise, the goodwill,
rights, assets and property, and to undertake or assume
the whole or any part of the obligations or
liabilities, of any person, firm, association or
corporation.
PAGE
(k) To cause to be formed, merged, consolidated
or reorganized and to promote and aid in any way
permitted by law the formation, merger, consolidation
or reorganization of any corporation.
(l) To borrow or raise moneys for any of the
purposes of the Corporation and, from time to time
without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts,
bills of exchange, warrants, bonds, debentures and
other negotiable or non-negotiable instruments and
evidences of indebtedness, and to secure the payment of
any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of
the whole or any part of the property of the
Corporation (including any security interests acquired
by the Corporation to secure obligations owing to the
Corporation), whether at the time owned or thereafter
acquired, and to sell, pledge or otherwise dispose of
such bonds or other obligations of the Corporation for
its corporate purposes.
(m) To purchase, hold, sell and transfer the
shares of its own capital stock; provided it shall not
use its funds or property for the purchase of its own
shares of capital stock when such use would cause any
impairment of its capital except as otherwise permitted
by law, and provided further that shares of its own
capital stock belonging to it shall not be voted,
directly and indirectly.
(n) To aid in any manner, any corporation,
association, firm or individual, any of whose
securities, evidences of indebtedness, obligations or
stock are held by the Corporation directly or
indirectly, or in which, or in the welfare of which,
the Corporation shall have any interest, and to
guarantee securities, evidences of indebtedness and
obligations of other persons, firms, associations and
corporations.
(o) To do any and all of the acts and things
herein set forth, as principal, factor, agent,
contractor, or otherwise, either alone or in company
with others; and in general to carry on any other
similar business which is incidental or conducive or
convenient or proper to the attainment of the foregoing
purposes or any of them, and which is not forbidden by
law; and to exercise any and all powers which now or
PAGE
hereafter may be lawful for the Corporation to exercise
under the laws of the State of Delaware; to establish
and maintain offices and agencies within and anywhere
outside of the State of Delaware; and to exercise all
or any of its corporate powers and rights in the State
of Delaware and in any and all other States,
territories, districts, colonies, possessions or
dependencies of the United States of America and in any
foreign countries.
The objects and purposes specified in the foregoing
clauses shall be construed as both purposes and powers and
shall, except where otherwise expressed, be in nowise
limited or restricted by reference to, or inference from,
the terms of any other clause in this Certificate of
Incorporation, but shall be regarded as independent objects
and purposes.
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Four
Million (4,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
Without action by the stockholders, such shares may be
issued by the Corporation from time to time for such
consideration as may be fixed by the Board of Directors,
provided that such consideration shall be not less than par
value. Any and all shares so issued, the full consideration
for which has been paid or delivered shall be deemed fully
paid stock and shall not be liable to any further call or
assessment thereon, and the holders of such shares shall not
be liable for any further payment thereon. No holder of
shares shall be entitled as a matter of right, preemptive or
otherwise, to subscribe for, purchase or receive any shares
of the stock of the Corporation of any class, now or
hereafter authorized, or any options or warrants for such
stock or securities convertible into or exchangeable for
such stock, or any shares held in the treasury of the
Corporation.
ARTICLE 5. The Corporation is to have perpetual
existence.
ARTICLE 6. The private property of the stockholders
shall not be subject to the payment of corporate debts to
any extent whatever.
ARTICLE 7. The number of directors which shall
constitute the whole board shall be fixed from time to time
by the stockholders or the Board of Directors, but in no
case shall the number be less than three.
PAGE
ARTICLE 8. In addition to the powers and authority
expressly conferred upon them by statute and by this
certificate, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless,
to the provisions of the statutes of Delaware, of this
Certificate of Incorporation, and to the By-Laws of the
Corporation.
ARTICLE 9. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To make, alter, amend and rescind the By-Laws
of this Corporation, without any action on the part of
the stockholders except as may be otherwise provided in
the By-Laws.
(b) To fix and vary from time to time the amount
to be maintained as surplus, the amount to be reserved
as working capital and the amount to be reserved for
other lawful purposes.
(c) To fix the times for the declaration and
payment of dividends and the amount thereof, subject to
the provisions of Article 4 hereof.
(d) To borrow or raise moneys for any of the
purposes of the Corporation, to authorize and cause to
be executed mortgages and liens without limit as to
amount on the real and personal property of this
Corporation or any part thereof, and to authorize the
guaranty by the Corporation of securities, evidences of
indebtedness and obligations of other persons, firms,
associations and corporations.
(e) To sell, lease, exchange assign, transfer,
convey or otherwise dispose of part of the property,
assets and effects of this Corporation, less than
substantially the whole thereof, on such terms and
conditions as it shall deem advisable, without the
assent of the stockholders.
(f) Pursuant to the affirmative vote of the
holders of a majority of the capital stock issued and
outstanding and entitled to vote thereon, to sell,
lease, exchange, assign, transfer and convey or
otherwise dispose of the whole or substantially the
whole of the property, assets, effects and goodwill, of
PAGE
this Corporation, including the corporate franchise,
upon such terms and conditions as the Board of
Directors shall deem expedient and for the best
interests of this Corporation.
(g) To determine from time to time whether and to
what extent and at what time and place and under what
conditions and regulations the accounts and books of
this Corporation, or any of them, shall be open to the
inspection of the stockholders; and no stockholder
shall have any right to inspect any account, book or
document of this Corporation except as conferred by the
laws of the State of Delaware or the By-Laws or as
authorized by resolution of the stockholders or Board
of Directors.
(h) To designate by resolution or resolutions one
or more committees, such committees to consist of two
or more directors each, which to the extent provided in
said resolution or resolutions or in the By-Laws shall
have and may exercise (except when the Board of
Directors shall be in session) all or any of the powers
of the Board of Directors in the management of the
business and affairs of the Corporation, and have power
to authorize the seal of this Corporation to be affixed
to all papers which may require it.
Whether or not herein specifically enumerated, all powers of
this Corporation, in so far as the same may be lawfully vested in
the Board of Directors, are hereby conferred upon the Board of
Directors. This Corporation may in its By-Laws confer powers
upon its directors in addition to those granted by this
certificate and in addition to the powers and authority expressly
conferred upon them by statute.
ARTICLE 10. No contract or transaction between the
Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation,
partnership, association or other organization in which one
or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the
director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because
his or their votes are counted for such purpose, if:
PAGE
(a) The material facts as to his interest and as
to the contract or transaction are disclosed or are
known to the Board of Directors or the committee, and
the board or committee in good faith authorizes the
contract or transaction by a vote sufficient for such
purpose without counting the vote of the interested
director or directors; or
(b) The material facts as to his interest and as
to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and
the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(c) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved
or ratified by the Board of Directors, a committee
thereof, or the stockholders.
Interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors
or of a committee which authorizes the contract or
transaction.
ARTICLE 11. No person shall be liable to the
Corporation for any loss or damage suffered by it on account
of any action taken or omitted to be taken by him as a
director or officer of the Corporation in good faith, if
such person (a) exercised or used the same degree of
diligence, care and skill as an ordinarily prudent man would
have exercised or used under the circumstances in the
conduct of his own affairs, or (b) took, or omitted to take,
such action in reliance in good faith upon advice of counsel
for the Corporation, or upon the books of account or other
records of the Corporation, or upon reports made to the
Corporation by any of its officers or by an independent
certified public accountant or by an appraiser selected with
reasonable care by the Board of Directors or by any
committee designated by the Board of Directors.
ARTICLE 12. The Corporation reserves the right to
amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this
reservation.
PAGE
IN WITNESS WHEREOF, we have signed this certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 6th day of May, 1974.
PAUL FOLEY
PAUL FOLEY
President
Attest:
J. DONALD McNAMARA
J. DONALD McNAMARA
Secretary
[Corporate Seal]
STATE OF NEW YORK }
}ss.:
COUNTY OF NEW YORK}
BE IT REMEMBERED that on this 6th day of May, 1974,
personally came before me MONROE S. SINGER, a Notary Public in
and for the County and State aforesaid, PAUL FOLEY, party to the
foregoing certificate, known to me personally to be such, and
duly acknowledged the said certificate to be his act and deed,
and that the facts therein stated are true.
GIVEN under my hand and seal of office the day and year
aforesaid.
MONROE S. SINGER
MONROE S. SINGER
Notary Public
MONROE S. SINGER
Notary Public, State of New York
No. 31-9023080
Qualified in New York County
Commission Expires March 30, 1979
[Notarial Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PAUL FOLEY, President, and J. DONALD McNAMARA, Secretary
of The Interpublic Group of Companies, Inc., a corporation
existing under the laws of the State of Delaware, do hereby
certify under the seal of the said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation is hereby amended by striking out
the whole thereof as it now exists and inserting in lieu and
stead thereof a new first sentence, reading in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Eight
Million (8,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 12th day of May, 1976.
PAUL FOLEY
PAUL FOLEY
President
Attest:
J. DONALD McNAMARA
J. DONALD McNAMARA
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board, and EDWIN
A. KIERNAN, Jr., Secretary, of The Interpublic Group of
Companies, Inc., a corporation existing under the laws of the
State of Delaware, do hereby certify under the seal of the said
Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by a Certificate of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation, as amended, is hereby further
amended by striking out the whole thereof as it now exists and
inserting in lieu and stead thereof a new first sentence, reading
in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is
Sixteen Million (16,000,000) shares, all of which shall be
Common Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 17th day of May, 1983.
PAGE
PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board and
President, and EDWIN A. KIERNAN, Jr., Secretary, of The
Interpublic Group of Companies, Inc., a corporation existing
under the laws of the State of Delaware, do hereby certify under
the seal of the said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976 and on the 17th day of May,
1983, respectively.
THIRD: The amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Sections 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: The first sentence of Article 4 of the Restated
Certificate of Incorporation, as amended, is hereby further
amended by striking out the whole thereof as it now exists and
inserting in lieu and stead thereof a new first sentence, reading
in full as follows:
ARTICLE 4. The total number of shares of capital stock
which the Corporation shall have authority to issue is Fifty
Million (50,000,000) shares, all of which shall be Common
Stock of the par value of Ten Cents ($.10) per share.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 20th day of May, 1986.
PAGE
PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
[Corporate Seal]
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, EUGENE P. BEARD, Executive Vice President, and EDWIN A.
KIERNAN, JR., Secretary, of The Interpublic Group of Companies,
Inc., a corporation existing under the laws of the State of
Delaware, do hereby certify under the seal of the said
Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 which was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976, on the 17th day of May,
1983 and on the 20th day of May, 1986, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4 of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4, reading in full as follows:
ARTICLE 4: (a) The total number of shares of all
classes of stock which the Company shall have the authority
to issue is ninety-five million (95,000,000) shares
consisting of seventy-five million (75,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Stock,
without par value.
PAGE
(b) The shares of authorized Common Stock shall
be identical in all respects and have equal rights and
privileges. Without action by the stockholders, such
shares of Common Stock may be issued by the Company
from time to time for such consideration as may be
fixed by the Board of Directors, provided that such
consideration shall not be less than par value. Any
and all shares so issued, the full consideration for
which has been paid or delivered shall be deemed fully
paid stock and shall not be liable to any further call
or assessment thereon, and the holders of such shares
shall not be liable for any further payment thereon.
No holder of shares of Common Stock shall be entitled
as a matter of right, preemptive or otherwise, to
subscribe for, purchase or receive any shares of the
stock of the Company of any class, now or hereafter
authorized, or any options or warrants for such stock
or securities convertible into or exchangeable for such
stock, or any shares held in the treasury of the
Company.
(c) The Board of Directors shall have the
authority to issue the shares of Preferred Stock from
time to time on such terms and conditions as it may
determine, and to divide the Preferred Stock into one
or more classes or series and in connection with the
creation of any such class or series to fix by the
resolution or resolutions providing for the issue of
shares thereof the designations, powers, preferences
and relative, participating, optional, or other special
rights of such class or series, and the qualifications,
limitations, or restrictions thereof, to the full
extent now or hereafter permitted by law. The number
of authorized shares of Preferred Stock may be
increased or decreased (but not below the number then
outstanding) by the affirmative vote of the holders of
a majority of the Common Stock, without a vote of the
holders of the Preferred Stock, unless a vote of any
such holders is required pursuant to the certificate or
certificates establishing the series of Preferred
Stock.
FIFTH: The existing Article 12 of the Restated Certificate
of Incorporation is hereby renumbered as Article 13.
SIXTH: The Restated Certificate of Incorporation, as
amended, is hereby further amended by inserting a new Article 12,
reading in full as follows:
PAGE
Article 12. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law,
or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General
Corporation Law is amended after approval by the
stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as
so amended. Any repeal or modification of this Article 12
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification.
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 19th day of May, 1988.
EUGENE P. BEARD
EUGENE P. BEARD
Executive Vice President
Attest:
EDWIN A. KIERNAN
EDWIN A. KIERNAN
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
We, PHILIP H. GEIER, JR., Chairman of the Board and
President, and CHRISTOPHER RUDGE, Secretary, of The Interpublic
Group of Companies, Inc., a corporation existing under the laws
of the State of Delaware, do hereby certify under the seal of the
said Corporation as follows:
FIRST: The name of the Corporation is THE INTERPUBLIC GROUP
OF COMPANIES, INC. The name under which it was formed was
"McCann-Erickson Incorporated".
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 and was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware on the 13th day of May, 1976, the 17th day of May, 1983,
the 20th of May, 1986, and the 25th of May, 1988, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
ARTICLE 4(a) The total number of shares of all classes
of stock which the Corporation shall have the authority to
issue is one hundred twenty million (120,000,000) shares,
consisting of one hundred million (100,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and
twenty million (20,000,000) shares of Preferred Stock,
without par value.
PAGE
IN WITNESS WHEREOF, we have signed this Certificate and
caused the corporate seal of the Corporation to be hereunto
affixed this 19th day of May, 1992.
[Corporate Seal] PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board and
President
Attest:
CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
Secretary
PAGE
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
I, Christopher Rudge, Senior Vice President and
Secretary of The Interpublic Group of Companies, Inc., a
corporation existing under the laws of the State of Delaware, do
hereby certify as follows:
FIRST: The name of the Corporation is The Interpublic
Group of Companies, Inc. The name under which it was formed was
"McCANN-ERICKSON INCORPORATED."
SECOND: The Certificate of Incorporation of the
Corporation was filed with the Secretary of State, Dover,
Delaware, on the 18th day of September, 1930. A Restated
Certificate of Incorporation was filed with the Secretary of
State, Dover, Delaware, on the 9th day of May, 1974 and was
subsequently amended by Certificates of Amendment of the Restated
Certificate of Incorporation filed with the Secretary of State,
Dover, Delaware, on the 13th day of May, 1976, the 17th day of
May, 1983, the 20th of May, 1986, the 25th of May, 1988 and the
19th of May, 1992, respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
Article 4(a): The total number of shares of all
classes of stock which the Corporation shall have the authority
to issue is one hundred seventy million (170,000,000) shares,
consisting of one hundred fifty million (150,000,000) shares of
Common Stock, par value Ten Cents ($.10) per share, and twenty
million (20,000,000) shares of Preferred Stock, without par
value.
IN WITNESS WHEREOF, I have signed this Certificate this
2nd day of June, 1995.
CHRISTOPHER RUDGE
CHRISTOPHER RUDGE
Senior Vice President and
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Under Section 242 of the Delaware General Corporation Law
I, Nicholas J. Camera, Vice President and Secretary of The
Interpublic Group of Companies, Inc., a corporation existing
under the laws of the State of Delaware, do hereby certify as
follows:
FIRST: The name of the Corporation is The Interpublic
Group of Companies, Inc. The name under which it was formed was
"McCann-Erickson Incorporated."
SECOND: The Certificate of Incorporation of the Corporation
was filed with the Secretary of State, Dover, Delaware, on the
18th day of September, 1930. A Restated Certificate of
Incorporation was filed with the Secretary of State, Dover,
Delaware, on the 9th day of May, 1974 and was subsequently
amended by Certificates of Amendment of the Restated Certificate
of Incorporation filed with the Secretary of State, Dover,
Delaware, on the 13th day of May, 1976, the 17th day of May,
1983, the 20th day of May, 1986, the 25th day of May, 1988, the
19th day of May, 1992 and the 6th day of June, 1995,
respectively.
THIRD: This amendment of the Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the
State of Delaware by an affirmative vote of the holders of a
majority of all outstanding shares entitled to vote at a meeting
of shareholders, and the capital of the Corporation will not be
reduced under or by reason of said amendment.
FOURTH: Article 4(a) of the Restated Certificate of
Incorporation, as amended, is hereby further amended by striking
out the whole thereof as it now exists and inserting in lieu and
stead thereof a new Article 4(a), reading in full as follows:
Article 4(a): The total number of shares of all classes of
stock which the Corporation shall have the authority to issue is
two hundred forty-five million (245,000,000) shares, consisting
of two hundred twenty-five million (225,000,000) shares of Common
Stock, par value Ten Cents ($.10) per share, and twenty million
(20,000,000) shares of Preferred Stock, without par value.
IN WITNESS WHEREOF, I have signed this Certificate this 5th
day of June, 1997.
NICHOLAS J. CAMERA
Vice President and Secretary
APPENDIX A
THE INTERPUBLIC GROUP OF COMPANIES, INC.
1997 PERFORMANCE INCENTIVE PLAN
Section 1. Purpose.
The purposes of the Plan are to promote the interests of the
Company and its shareholders, and further align the interests of
shareholders and Eligible Employees, by
(a) attracting, retaining, and motivating
outstanding individuals as Eligible Employees;
(b) providing Eligible Employees with
incentives tied to the achievement of business, financial,
and strategic objectives of the Company and its Subsidiaries
and Affiliates; and
(c) providing Eligible Employees with
equity-based incentives and subsequent equity ownership
opportunities, including incentives and opportunities tied
to the Company's Common Stock.
Section 2. Definitions.
Unless the context clearly indicates otherwise, the following
terms, when used in the Plan in capitalized form, shall have the
meanings set forth below:
"Affiliate" means any corporation or other entity (other than the
Company or one of its Subsidiaries) in which the Company directly
or indirectly owns at least forty percent (40%) of the combined
voting power of all classes of stock of the entity or at least
forty percent (40%) of the ownership interests in the entity.
"Award" means any grant or award under the Plan, as evidenced in
a written document delivered to a Participant as provided in
Section 14(a) hereof.
PAGE
"Board" means the Board of Directors of the Company.
"Change of Control" means the occurrence of any of the following
events:
(a) any person (within the meaning of Sections 13(d) and
14(d) of the Exchange Act), other than the Company or any of its
Subsidiaries, becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of thirty percent (30%) or
more of the combined voting power of the Company's then
outstanding voting securities; or
(b) a tender offer or exchange offer (other than an offer
by the Company), pursuant to which twenty percent (20%) or more
of the then outstanding shares of Common Stock were purchased,
expires; or
(c) the stockholders of the Company approve an agreement to
merge or consolidate with another corporation and the surviving
corporation is neither the Company nor a corporation that was,
prior to the merger or consolidation, a subsidiary of the
Company; or
(d) the stockholders approve an agreement (including a plan
of liquidation) to sell or otherwise to dispose of all or
substantially all of the Company's assets; or
(e) during any period of two consecutive years, individuals
who, at the beginning of such period, constituted the Board cease
for any reason to constitute at least a majority thereof, unless
the election or the nomination for the election by the Company's
stockholders of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were
directors at the beginning of the period.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the committee established by the Board pursuant
to Section 3 hereof.
"Common Stock" means the Company's $.1O par value common stock.
PAGE
"Company" means The Interpublic Group of Companies, Inc.
"Corporate Transaction" means any stock split, stock dividend,
extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange
of shares, warrants or rights offering to purchase Common Stock
at a price substantially below fair market value, or other
similar event.
"Disability" means long-term disability as defined under the
terms of the Company's applicable long-term disability plans or
policies.
"Dividend Equivalent" means an Award, granted in accordance with
the provisions of Section 12 hereof, that provides for payments
equivalent in amount to the dividends on Shares.
"Eligible Employee" means any employee of the Company, its
Subsidiaries, or its Affiliates determined by the Committee to be
responsible for, or able to contribute to, the growth,
profitability, and success of the Company. However, this term
does not include directors who are not employees of such
entities.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
"Executive Officer" means those persons who are officers of the
Company within the meaning of Rule 16a-l(f) of the Exchange Act.
"Incentive Stock Option" or "ISO" means an Option intended to
meet the requirements of Section 422 of the Code.
"Management Incentive Compensation Performance Award" or "MICP
Award" means an Award granted under Section 10 hereof and payable
wholly in cash, wholly in Shares, or partly in cash and partly in
Shares in accordance with the terms of the Award.
"Nonstatutory Stock Option" means an Option that is not intended
to be an Incentive Stock Option.
PAGE
"Option" means the right to purchase the number of Shares
specified by the Committee, at a price and during a term fixed by
the Committee in accordance with the Plan and subject to any
other limitations and restrictions (required by law or otherwise)
as the Plan and the Committee shall impose.
"Participant" means an Eligible Employee selected by the
Committee to receive an Award under the Plan.
"Performance Period" means a period during which an Award of
Performance Units is subject to forfeiture. The Performance
Period that applies to an Award made to a Participant may overlap
or coincide with the Performance Period that applies to another
Award made to that Participant. The duration of a Performance
Period shall not be less than one year.
"Performance Units" means any Award of a contractual right
granted under Section 9 hereof to receive cash or Shares that
becomes vested upon the attainment, in whole or in part, of
performance objectives determined by the Committee.
"Phantom Shares" means an Award of a contractual right granted
under Section 8 hereof to receive cash or Shares payable in
accordance with the terms of the Award.
"Plan" means The Interpublic Group of Companies, Inc. 1997
Performance Incentive Plan, set forth herein, and as it may be
amended from time to time.
"Plan Year" means the calendar year.
"Restricted Period" means a period during which an Award of
Restricted Stock is subject to forfeiture. The Restricted Period
that applies to an Award made to a Participant may overlap or
coincide with the Restricted Period that applies to another Award
made to that Participant. The duration of a Restricted Period
shall not be less than one year; provided that a Restricted
Period may terminate before the expiration of one year, pursuant
to Section 13 hereof, in connection with the termination of the
Participant's employment due to retirement, death, or Disability
or, pursuant to Section 14(d) hereof, by reason of a Change of
Control.
PAGE
"Restricted Stock" means any Award of Common Stock granted under
Section 7 hereof that becomes vested and nonforfeitable upon the
attainment, in whole or in part, of conditions established by the
Committee.
"Shares" means shares of Common Stock.
"Stock Appreciation Right" means a contractual right granted
under Section 6 hereof to receive cash, Shares, or a combination
thereof.
"Subsidiary" means a subsidiary of the Company that meets the
definition of a "subsidiary corporation" in Section 424(f) of the
Code.
Section 3. Administration.
(a) The Committee. The Plan shall be administered by a
committee (the "Committee") that satisfies the requirements of
Rule 16b-3 under the Exchange Act. Members of the Committee
shall be appointed by and shall serve at the pleasure of the
Board. No member of the Committee shall be eligible to receive
an Award under the Plan.
(b) Committee Powers. The Committee shall have and may
exercise all of the powers granted to it by the provisions of the
Plan. Subject to the express provisions and limitations of the
Plan, the Committee may adopt such rules, regulations, and
procedures as it deems advisable for the conduct of its affairs,
and may appoint one of its members to be its chairman and any
person, whether or not a member, to be its secretary or agent.
The Committee shall have full authority to direct the proper
officers of the Company to issue or transfer Shares pursuant to
the issuance or exercise of an Award under the Plan.
(c) Committee Action. The Committee may act at a duly
called meeting by the vote of a majority of its members or
without a meeting by unanimous written consent. The decisions of
the Committee shall be final and binding unless otherwise
determined by the Board. Each member of the Committee and each
member of the Board shall be without liability, to the fullest
extent permitted by law, for any action taken or determination
made in good faith in connection with the Plan.
PAGE
(d) Awards. Subject to the provisions of the Plan, the
Committee shall have the authority to grant the following Awards:
(a) Options,
(b) Stock Appreciation Rights,
(c) Restricted Stock,
(d) Phantom Shares,
(e) Performance Units,
(f) Management Incentive Compensation
Performance Awards,
(g) Shares in Lieu of Cash, and
(h) Dividend Equivalents.
(e) Participants. Subject to the provisions of the Plan, the
Committee shall have the authority to designate the Eligible
Employees who shall receive Awards and to determine the nature
and size of the Award that an Eligible Employee shall receive.
(f) Delegation. If the Committee deems it advisable, the
Committee may delegate its authority under this Section 3 to
persons other than its members to the extent permitted by
applicable law, except that no such delegation shall be permitted
with respect to the participation in the Plan of persons who are
subject to Section 16 of the Exchange Act. Any person to whom
the Committee delegates its authority under this Section 3 may
receive Awards only if the Awards are granted directly by the
Committee without delegation.
Section 4. Maximum Amount Available for Awards.
(a) Basic Limitation. Subject to the provisions of
subsections (b) through (f) of this Section 4, the maximum number
of Shares in respect of which Awards may be granted in any Plan
Year is 1.85% of the total number of Shares issued and
outstanding on the first day of that Plan Year, including Shares
held in the Company's treasury.
PAGE
(b) Additional Shares. In addition to the Shares authorized
by Section 4(a) hereof, the following Shares may be the subject
of Awards under the Plan:
(1) Carryovers. If the maximum number of Shares in
respect of which Awards may be granted in any Plan Year
pursuant to this Section 4 (the "Maximum Shares") exceeds
the number of Shares in respect of which Awards are granted
in that Plan Year (the "Covered Shares"), Shares equal to
the excess of the Maximum Shares over the Covered Shares
("Unused Shares") shall be added to the Shares otherwise
available for Awards in the immediately following Plan Year.
Unused Shares may be carried over to each subsequent Plan
Year in succession to the extent that Awards are not granted
in respect of the Unused Shares.
(2) Surrender of Shares. If a Participant tenders, or
has withheld, Shares in payment of all or part of the option
price under an Option granted under the Plan, or in
satisfaction of withholding tax obligations, the Shares
tendered by the Participant or so withheld shall become
available for Awards.
(3) Forfeiture of Shares. If Shares that are issued
under the Plan are subsequently forfeited (or if an Award
with respect to Shares is forfeited) in accordance with the
terms of the Award, the forfeited Shares shall immediately
become available for Awards.
(4) Payment of Cash in Lieu of Shares. To the extent
that cash is paid pursuant to an Award in lieu of Shares,
the Shares covered by the Award shall become available for
Awards.
(5) MICP Awards. The Shares authorized by the
preceding provisions of this Section 4 shall not be
available for distribution under Section 10 hereof.
However, in addition to the Shares available under the
preceding provisions of this Section 4, the excess of (A)
600,000 Shares over (B) the number of Shares previously
distributed under The Interpublic Group of Companies, Inc.
Management Incentive Compensation Plan, as approved by the
Company's shareholders on May 16, 1995, shall be authorized
for distribution under Section 10 hereof.
PAGE
(c) Aggregate Limitations on Restricted Stock and ISOs.
Subject to the adjustment provisions of Section 4(f) hereof, not
more than 25% of the Shares in respect of which Awards may be
granted in any Plan Year (disregarding Shares that may be
distributed pursuant to Section 4(b)(5) hereof) may be the
subject of Awards of Restricted Stock, and no more than 200,000
Shares may be the subject of ISOs that are granted in any Plan
Year.
(d) Individual Limitations on Options and Stock Appreciation
Rights. Subject to the adjustment provisions in Section 4(f)
hereof, an individual Participant may not receive, in any Plan
Year, Options and Stock Appreciation Rights with respect to more
than 250,000 Shares.
(e) Shares Available for Issuance. Shares of Common Stock
may be made available from the authorized but unissued Shares
or from Shares held in the Company's treasury and not reserved
for some other purpose. If an Award is payable solely in cash,
no Shares shall be deducted from the number of Shares available
for issuance under this Section 4 by reason of that Award.
(f) Adjustment for Corporate Transactions. If the
Committee determines that any Corporate Transaction affects the
Common Stock such that an adjustment is required to preserve,
or to prevent enlargement of, the benefits or potential
benefits available under the Plan, the Committee may, in such
manner as the Committee deems equitable, adjust any or all of
(1) the number and kind of shares that thereafter may
be made the subject of Awards,
(2) the number and kinds of shares that are subject
to outstanding Awards, and
(3) the grant, exercise, or conversion price with
respect to any of the foregoing.
Any Shares received as a result of a Corporate Transaction
affecting Restricted Stock shall have the same status, be
subject to the same restrictions, and bear the same legend as
the Restricted Stock with respect to which the Shares were
issued. Additionally, the Committee may make provisions for a
PAGE
cash payment to a Participant or other person holding an
outstanding Award. However, the number of shares subject to
any Award shall always be a whole number.
Section 5. Stock Options.
(a) Grant. The Committee shall have the authority to
grant both Incentive Stock Options and Nonstatutory Stock
Options; provided that Incentive Stock Options may not be
granted to any Eligible Employee who is not an employee of the
Company or one of its Subsidiaries at the time of grant.
(b) Exercise Price. The Committee shall establish the
exercise price at the time each Option is granted, which price
shall not be less than 100% of the fair market value of the
Shares subject to the Option on the date of grant.
(c) Exercise. Each Option shall be exercised at such
times and subject to such terms and conditions as the Committee
may specify in the applicable Award or thereafter; provided
that unless the Option becomes vested earlier pursuant to
Section 13 or 14(d) hereof, an Option may not be exercised in
whole or in part during the twelve-month period commencing with
the date on which the Option was granted. The Committee may
impose such conditions on the exercise of Options as it
determines to be appropriate, including, without limitation,
conditions relating to the application of federal or state
securities laws. No Shares shall be delivered pursuant to any
exercise of an Option unless arrangements satisfactory to the
Committee have been made to assure full payment of the exercise
price therefor. Without limiting the generality of the
foregoing, payment of the exercise price may be made in cash
or, if and to the extent permitted by the Committee, by
exchanging Shares owned, or the ownership of which is attested
to, by the optionee (which are not the subject of any pledge or
other security interest and which are fully vested), or by a
combination of the foregoing, provided that the combined value
of all cash and the fair market value of any Shares tendered to
the Company, valued as of the date of such tender, is at least
equal to the exercise price.
(d) Term. An Option shall be exercisable for a term
determined by the Committee, which shall not be longer than ten
years from the date on which the Option is granted.
PAGE
(e) Termination of Employment. An Option shall be
exercisable following the termination of a Participant's
employment to the extent determined pursuant to Sections 13 and
14(d) hereof, provided that
(1) If the Participant's employment terminates due to
the Participant's retirement with the approval of the
Company, the Participant (or, following the Participant's
death, the Participant's beneficiary or personal
representative) may exercise any Option held by the
Participant at the time of such termination, to the extent
such Option is vested in accordance with the terms of the
Option and Sections 13 and 14(d) hereof, for a period of
three years following such termination (but not after the
date the Option otherwise expires).
(2) If the Participant's employment terminates due to
the Participant's death or Disability, the Participant
(or, following the Participant's death, the Participant's
beneficiary or personal representative) may exercise any
Option held by the Participant at the time of such
termination, to the extent such Option is vested in
accordance with the terms of the Option and Sections 13
and 14(d) hereof, for a period of one year following such
termination (but not after the date the Option otherwise
expires).
(3) If the Participant's employment terminates for
any reason not described in Section 5(e)(1) or (2) hereof,
the Participant (or, following the Participant's death,
the Participant's beneficiary or personal representative)
may exercise any Option held by the Participant at the
time of such termination, to the extent such Option is
vested in accordance with the terms of the Option and
Sections 13 and 14(d) hereof, for a period of three months
following such termination (but not after the date the
Option otherwise expires).
Section 6. Stock Appreciation Rights.
(a) Grant. The Committee shall have the authority to
grant Stock Appreciation Rights in tandem with an Option, in
addition to an Option, or freestanding and unrelated to an
Option. If a Stock Appreciation Right is granted in tandem
PAGE
with an Option, the Stock Appreciation Right and the related
Option shall provide alternative rights, so that a Participant
may not exercise both the Stock Appreciation Right and the
Option with respect to a Share covered by both the Option and
the related Stock Appreciation Right. Stock Appreciation
Rights granted in tandem or in addition to an Option may be
granted either at the same time as the Option or at a later
time. Stock Appreciation Rights shall not be exercisable after
the expiration of ten years from the date of grant and shall
have a base price determined in the same manner as, and subject
to the same conditions that apply with respect to, the exercise
price for an Option under Section 5(b) hereof; provided that if
a Stock Appreciation Right is granted in tandem with a
previously granted Option, the base price for the Stock
Appreciation Right may be equal to the exercise price for such
Option.
(b) Exercise. Each Stock Appreciation Right shall be
exercised at such times and subject to such terms and
conditions as the Committee may specify in the applicable Award
or thereafter; provided that unless the Stock Appreciation
Right becomes vested earlier pursuant to Section 13 or 14(d)
hereof, a Stock Appreciation Right may not be exercised in
whole or in part during the twelve-month period commencing with
the date on which the Stock Appreciation Right was granted. A
Stock Appreciation Right shall entitle the Participant to
receive from the Company an amount equal to the excess of the
fair market value of a Share on the date of exercise of the
Stock Appreciation Right over the base price thereof. Subject
to Sections 13 and 14(d) hereof, the Committee shall determine
the time or times at which or the event or events upon which a
Stock Appreciation Right may be exercised in whole or in part,
the method of exercise and whether such Stock Appreciation
Right shall be settled in cash, Shares, or a combination of
cash and Shares; provided that unless otherwise specified by
the Committee at or after grant, a Stock Appreciation Right
granted in tandem with an Option shall be exercisable at the
same time or times as the related Option is exercisable.
(c) Termination of Employment. A Stock Appreciation Right
shall be exercisable following the termination of a
Participant's employment to the extent determined pursuant to
Sections 13 and 14(d) hereof and for periods identical with
those prescribed for Options under Section 5(e) hereof.
PAGE
Section 7. Restricted Stock.
(a) Grant. Each Share of Restricted Stock shall be subject
to the following terms and conditions, and to such additional
terms and conditions as the Committee shall deem appropriate;
provided that none of these additional terms and conditions
shall be more favorable to a Participant than the terms and
conditions set forth herein.
(b) Rights of Participant. A Participant to whom
Restricted Stock has been granted shall have absolute ownership
of such shares, including the right to vote the same and to
receive dividends thereon, subject to the terms, conditions,
and restrictions described in the Plan and in the Award.
(c) Restrictions. Until the restrictions set forth in
this subsection (c) shall lapse, Restricted Stock shall be
subject to the following conditions:
(1) Restricted Stock shall not be sold, assigned,
transferred, pledged, hypothecated, or otherwise disposed
of; and
(2) if the Participant ceases to be an Employee for
any reason, except as provided in Sections 13 and 14(d)
hereof, any Restricted Stock that had been delivered to,
or held in custody for, the Participant shall be returned
to the Company forthwith, accompanied by any instrument of
transfer requested by the Company, and all of the rights
of the Participant with respect to such Shares shall
immediately terminate without any payment of consideration
by the Company.
(d) Lapse of Restrictions. Unless the Restricted Stock
vests earlier pursuant to Section 13 or 14(d) hereof, the
restrictions set forth in Section 7(c) hereof shall lapse at
the end of the Restricted Period.
(e) Agreement by Participant Regarding Withholding Taxes.
Each Participant who receives Restricted Stock shall agree
that, subject to the provisions of Section 7(c) hereof:
PAGE
(1) no later than the date of the lapse of the
restrictions set forth in Section 7(c) hereof (and any
additional restrictions set forth in the Award of the
Restricted Stock), the Participant will pay to the
Company, or make arrangements satisfactory to the
Committee regarding payment of, any taxes of any kind
required by law to be withheld with respect to the
Restricted Stock, and
(2) the Company and its Subsidiaries and Affiliates
shall, to the extent permitted by law, have the right to
deduct from any payments of any kind otherwise due to the
Participant any taxes of any kind required by law to be
withheld with respect to the Restricted Stock.
A Participant may irrevocably elect to have any withholding tax
obligation satisfied by
(A) having the Company withhold shares otherwise
deliverable to the Participant in connection with the
Award of Restricted Stock, or
(B) delivering to the Company such Restricted Stock
or delivering to the Company other Shares;
provided that the Committee may, in its sole discretion,
disapprove any such election.
(f) Tax Assistance Payments. When the restrictions set
forth in Section 7(c) hereof, or in the Award of the Restricted
Stock, lapse, the Committee may, in its discretion, direct the
Company to make cash payments to assist the Participant in
satisfying his income tax liability with respect to the
Restricted Stock. Such payments may be made only to those
Participants whose performance the Committee determines to have
been fully satisfactory between the date on which the
Restricted Stock were granted and the date on which such
restrictions lapse. The Committee may, in its discretion,
estimate the amount of the income tax liability in accordance
with methods or criteria uniformly applied to Participants
similarly situated, without regard to the individual
circumstances of a particular Participant.
PAGE
(g) Election to Recognize Gross Income in Year of Grant.
If a Participant properly elects, within 30 days of the date of
grant of Restricted Stock, to include in gross income for
federal income tax purposes an amount equal to the fair market
value of the Shares awarded on the date of grant, he shall make
arrangements satisfactory to the Committee to pay in the year
of such grant any taxes required to be withheld with respect to
such Shares. If he fails to make the payments, the Company and
its Subsidiaries and Affiliates shall, to the extent permitted
by law, have the right to deduct from any payments of any kind
otherwise due to the Participant any taxes of any kind required
by law to be withheld with respect to the Shares.
(h) Restrictive Legends; Certificates May Be Held in
Custody. Certificates evidencing Restricted Stock shall bear
an appropriate legend referring to the terms, conditions, and
restrictions described in the Plan and in the instrument
evidencing the grant of the Restricted Stock. Any attempt to
dispose of Restricted Stock in contravention of the terms,
conditions, and restrictions described in the Plan or in the
instrument evidencing the grant of the Restricted Stock shall
be ineffective. The Committee may require that the
certificates evidencing such shares be held in custody by a
bank or other institution, or that the Company itself hold such
shares in custody, until the restrictions thereon have lapsed.
(i) Foreign Laws. Notwithstanding any provisions of the
Plan to the contrary, if Restricted Stock is to be awarded to a
Participant who is subject to the laws, including but not
limited to the tax laws, of any country other than the United
States, the Committee may, in its discretion, direct the
Company to sell, assign, or otherwise transfer the Restricted
Stock to a trust or other entity or arrangement, rather than
grant the Restricted Stock directly to the Participant.
Section 8. Phantom Shares.
(a) Grant. The Committee shall have the authority to
PAGE
determine the number of Phantom Shares to be granted to a
Participant and the other terms and conditions of the Phantom
Shares.
(b) Payment. Each Phantom Share shall represent the right
of the Participant to receive an amount determined by the
Committee based on the achievement of performance goals,
established by the Committee, relating to the fair market
value, book value, or formula value of an equity interest in
the Company, an Affiliate, or a Subsidiary (or any combination
thereof). Payment of the value of a Phantom Share shall be in
cash, Shares, or both, as determined by the Committee and shall
be made at such time and in such manner as the Committee shall
determine.
(c) Conditions. Each Award of Phantom Shares shall be
subject to such terms and conditions as the Committee shall
establish, including conditions comparable to those provided in
Section 7 or 9 hereof. Unless the Phantom Shares vest earlier
pursuant to Section 13 or 14(d) hereof, Phantom Shares shall
not be vested during the twelve-month period commencing on the
date on which the Phantom Shares are granted.
(d) Termination of Employment. The rights of a
Participant with respect to an Award of Phantom Shares
outstanding at the time of the termination of the Participant's
employment shall be governed by Sections 13 and 14(d) hereof.
Section 9. Performance Units.
(a) Grant. The Committee shall have the authority to
determine the number of Performance Units to be granted to a
Participant and the other terms and conditions of the
Performance Units. The Performance Units shall become vested
upon the determination by the Committee that the performance
objectives established by the Committee for the Performance
Units have been attained, in whole or in part. Payment (if
any) with respect to a Performance Unit shall be made as soon
as administratively practicable after the conclusion of the
applicable Performance Period. An individual Participant may
not participate in more than four Performance Periods at any
one time.
PAGE
(b) Performance Objectives. The performance objectives
shall relate to the achievement of performance objectives
relating to one or more of the following criteria:
(1) cumulative compound operating profit growth;
(2) total return to shareholders;
(3) return on equity;
(4) increase in revenue;
(5) net operating income;
(6) cash flow; or
(7) any other criteria selected by the Committee;
provided that any such other criteria shall not
apply to an Award to a "covered employee" within
the meaning of Section 162(m)(3) of the Code.
The performance objectives may relate to the performance of (A)
the Company, (B) a Subsidiary, (C) an Affiliate, (D) a division
or unit of the Company, any Subsidiary, or any Affiliate, (E)
an office, group of agencies, or all or part of any agency
system, (F) the Participant, or (G) any combination of the
foregoing, over a Performance Period established by the
Committee, as measured either in absolute terms or in
comparison with the performance of other companies. Partial
achievement of the objective(s) may result in a payment
corresponding to the degree of achievement.
(c) Maximum Payment. The maximum amount that may be paid
to any Participant in respect of an Award of Performance Units
shall be $3.5 million for a four-year Performance Period. If
the Performance Period is longer or shorter than four years,
the $3.5 million limit shall be proportionately increased or
reduced to reflect the length of the Performance Period.
Payment may be made in cash, in Shares, or both, as determined
by the Committee.
(d) Termination of Employment. The rights of a
Participant with respect to an Award of Performance Units
outstanding at the time of the termination of the Participant's
employment shall be governed by Sections 13 and 14(d) hereof.
PAGE
(e) Interpretation. Notwithstanding any other provision
of this Section 9 to the contrary, if an Award of Performance
Units is intended at the time of grant to be "other
performance-based compensation" within the meaning of Section
162(m)(4)(C) of the Code, and if the Committee's authority to
exercise any discretion under this Section 9 with respect to
the Award would cause the Award to fail to qualify as "other
performance-based compensation," the Committee shall not be
entitled to exercise such discretion with respect to that
Award.
Section 10. Management Incentive Compensation Performance
Awards
(a) Incentive Fund Determination. MICP Awards may be made
in the sole discretion of the Committee except that the fund
available for such Awards with respect to any one Plan 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 Company 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 Company in the Plan Year
immediately preceding the Plan Year with respect to which the
Awards are made (the "Preceding Year").
For purposes of this Section 10(a), 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 MICP Award shall be made unless the Award is approved
by the Committee in its sole discretion.
(b) Determination of MICP Amounts. The Committee shall
consider one or more of the following factors in determining
the amount of the MICP Awards:
(1) Achievement of the annual worldwide business
plan adopted by the Company
PAGE
(2) Contribution to clients' business
(A) Improvement in the quality of work produced
(B) Improvement in efficiency
(3) Financial factors
(A) Operating margin
(B) Level of or growth in revenue
(C) Level of or growth in operating profit
(4) Individual performance
(c) Maximum Individual MICP Awards. The maximum
individual MICP Award permitted, with respect to any Plan Year,
is $2,000,000.
(d) Form and Timing of MICP Awards. The Committee shall
be responsible for determining the form and timing of MICP
Awards under the Plan. In its discretion, the Committee may
make any Award wholly in cash, wholly in Shares, or partly in
cash and partly in Shares. For purposes of Section 10(a)
hereof, any Shares awarded under this Section 10 shall be
valued by using the average closing price of the Shares on the
New York Stock Exchange on the last ten trading days of the
calendar month preceding the month in which the Shares are
awarded.
Individual MICP Awards shall 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. MICP Awards shall normally be made as soon as
possible after the end of each Plan Year.
Section 11. Shares in Lieu of Cash.
The Committee may grant Awards of Shares in lieu of all or
part of any compensation otherwise payable in cash to an
Eligible Employee by the Company or any Subsidiary or
PAGE
Affiliate. If Shares are issued in lieu of cash, the number of
Shares to be issued shall be equal to the number of whole
Shares that have an aggregate fair market value (determined on
the date the cash otherwise would have been payable) equal to
or less than the amount of such cash.
Section 12. Dividend Equivalents.
The Committee may grant to a Participant, in connection
with any Award, Dividend Equivalents, which may be paid in
cash, in Shares, or both, and which may be paid on a current,
deferred, or contingent basis, as determined by the Committee
in its discretion.
Section 13. Termination of Employment.
If the Participant's employment terminates for any reason,
the Participant (or, following the Participant's death, the
Participant's beneficiary or personal representative) shall be
vested only in the portion of the Award (if any) in which the
Participant was vested immediately before the termination of
the Participant's employment except to the extent that the
Committee in its sole discretion determines otherwise.
Notwithstanding the preceding sentence, and subject to Section
14(d) hereof, the Committee may not determine that an Award
shall be vested before the first anniversary of the date on
which the Award was granted unless the Participant's employment
terminated due to retirement, death, or Disability.
Section 14. General Provisions.
(a) Awards. Each Award hereunder shall be evidenced in
writing. The written terms of the Award shall be delivered to
the Participant and shall incorporate the terms of the Plan by
reference and specify the terms and conditions thereof and any
rules applicable thereto.
(b) Withholding. The Company shall have the right to
deduct from all amounts paid to a Participant in cash (whether
under the Plan or otherwise) any taxes required by law to be
withheld in respect of Awards under the Plan. In the case of
PAGE
any Award satisfied in the form of Common Stock, no Shares
shall be issued unless and until arrangements satisfactory to
the Company shall have been made to satisfy any withholding tax
obligations applicable with respect to such Award. Without
limiting the generality of the foregoing and subject to such
terms and conditions as the Committee may impose, the Company
shall have the right to retain, or the Committee may, subject
to such terms and conditions as it may establish from time to
time, permit Participants to elect to tender, Common Stock
(including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be
withheld.
(c) Nontransferability. Unless the Committee shall permit
(on such terms and conditions as it shall establish) an Award
to be transferred to a member of the Participant's immediate
family or to a trust, partnership, corporation, or similar
vehicle the parties in interest in which are limited to the
Participant and members of the Participant's immediate family
(collectively, the "Permitted Transferees"), no Award shall be
assignable or transferable except by will or the laws of
descent and distribution, and except to the extent required by
law, no right or interest of any Participant shall be subject
to any lien, obligation or liability of the Participant. All
rights with respect to Awards granted to a Participant under
the Plan shall be exercisable during the Participant's lifetime
only by such Participant or, if applicable, the Permitted
Transferees.
(d) Change of Control. Upon the occurrence of a Change of
Control, all Awards then outstanding shall immediately become
fully vested.
(e) No Right to Employment. No person shall have any
claim or right to be granted an Award, and the grant of an
Award shall not be construed as giving a Participant the right
to be retained in the employ of the Company, any Subsidiary or
any Affiliate. Further, the Company and each Subsidiary and
Affiliate expressly reserve the right at any time to dismiss a
Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered
into with respect to an Award.
PAGE
(f) No Rights to Awards; No Shareholder Rights. No
Participant or Eligible Employee shall have any claim to be
granted any Award under the Plan, and there is no obligation of
uniformity of treatment of Participants and Eligible Employees.
Subject to the provisions of the Plan and the applicable Award,
no person shall have any rights as a shareholder with respect
to any Shares of Common Stock to be issued under the Plan prior
to the issuance thereof.
(g) Foreign Benefits. The Committee may grant Awards to
Eligible Employees of the Company and its Subsidiaries and
Affiliates who reside in jurisdictions outside the United
States. The Committee may adopt such supplements to the Plan
as may be necessary to comply with applicable laws of such
jurisdictions and to afford participants favorable treatment
under such laws; provided that no Award shall be granted under
any such supplement on the basis of terms or conditions that
are inconsistent with provisions of the Plan.
(h) Amendment of Plan. The Board or the Committee may
amend, suspend, or terminate the Plan or any portion thereof at
any time; provided that no amendment shall be made without
shareholder approval if (1) shareholder approval is required by
law or (2) if the amendment would increase the number of Shares
available for Awards under the Plan, except pursuant to Section
4(f) hereof. Without the written consent of an affected
Participant, no termination, suspension, or modification of the
Plan shall adversely affect any right of such Participant under
the terms of an Award granted before the date of such
termination, suspension, or modification.
(i) Application of Proceeds. The proceeds received by the
Company from the sale of Shares under the Plan shall be used
for general corporate purposes.
(j) Compliance with Legal and Exchange Requirements. The
Plan, the grant and exercise of Awards thereunder, and the
other obligations of the Company under the Plan, shall be
subject to all applicable federal and state laws, rules, and
regulations, and to such approvals by any regulatory or
governmental agency as may be required. The Company, in its
PAGE
discretion, may postpone the grant and exercise of Awards, the
issuance or delivery of Shares under any Award or any other
action permitted under the Plan to permit the Company, with
reasonable diligence, to complete such stock exchange listing
or registration or qualification of Shares or other required
action under any federal or state law, rule, or regulation and
may require any Participant to make such representations and
furnish such information as it may consider appropriate in
connection with the issuance or delivery of Shares in
compliance with applicable laws, rules, and regulations. The
Company shall not be obligated by virtue of any provision of
the Plan to recognize the exercise of any Award or otherwise to
sell or issue Shares in violation of any such laws, rules, or
regulations; and any postponement of the exercise or settlement
of any Award under this provision shall not extend the term of
such Awards, and neither the Company nor its directors or
officers shall have any obligation or liability to the
Participant with respect to any Award (or stock issuable
thereunder) that shall lapse because of such postponement.
(k) Deferrals. The Committee may postpone the exercise of
Awards, the issuance or delivery of Shares, the payment of cash
under any Award, or any action permitted under the Plan to
prevent the Company or any of its Subsidiaries or Affiliates
from being denied an income tax benefit with respect to any
Award. The Committee also may establish rules under which a
Participant may elect to postpone receipt of Shares or cash
under any Award.
(l) Severability of Provisions. If any provision of the
Plan shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereof,
and the Plan shall be construed and enforced as if such provi-
sion had not been included.
(m) Incapacity. Any benefit payable to or for the benefit
of a minor, an incompetent person, or other person incapable of
receipting therefor shall be deemed paid when paid to such
person's guardian or to the party providing or reasonably ap-
pearing to provide for the care of such person, and such
payment shall fully discharge any liability or obligation of
the Committee, the Board, the Company, and all other parties
with respect thereto.
PAGE
(n) Rules of Construction. Whenever used in the Plan,
words in the masculine gender shall be deemed to refer to
females as well as to males; words in the singular shall be
deemed to refer also to the plural; and references to a statute
or statutory provision shall be construed as if they referred
also to that provision (or to a successor provision of similar
import) as currently in effect, as amended, or as reenacted.
(o) Headings and Captions. The headings and captions
herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be employed
in the construction of the Plan.
(p) Applicable Law. The validity, construction,
interpretation, administration, and effect of the Plan and of
its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the
State of New York (without regard to its rules regarding choice
of law).
(q) Effective Date. The Plan shall become effective on
the date the Plan is approved by the Company's shareholders.
No Awards may be granted under the Plan after the annual
meeting of the Company's shareholders in 2002; provided that
any Awards granted before such annual meeting shall continue in
effect thereafter in accordance with the terms of the Awards
and the Plan. Upon shareholder approval of the Plan, no
further awards may be made under The Interpublic Group of
Companies, Inc. 1996 Stock Incentive Plan or under The
Interpublic Group of Companies, Inc. Management Incentive
Compensation Plan.
EXHIBIT 10(b)
SUPPLEMENTAL AGREEMENT
SUPPLEMENTAL AGREEMENT made as of March 12, 1997, by
and between THE INTERPUBLIC GROUP OF COMPANIES, INC., a
corporation of the State of Delaware (hereinafter referred to as
the "Corporation"), and EUGENE P. BEARD (hereinafter referred to
as "Executive").
W I T N E S S E T H
WHEREAS, the Corporation and Executive are parties to
an Employment Agreement made as of July 1, 1995,(hereinafter
referred to as the "Employment Agreement"; and
WHEREAS, the Corporation and Executive desire to amend
the Employment Agreement;
NOW, THEREFORE, in consideration of the mutual promises
herein and in the Employment Agreement set forth, the parties
hereto, intending to be legally bound, agree as follows:
1. Paragraph 1.01 of the Employment Agreement is amended
effective this date, by deleting "and ending on
December 31, 1997" therefrom and substituting "and
ending on December 31, 1998" therefor.
2. Paragraph 5.04 of the Employment Agreement is hereby
amended, effective this date, by deleting "December 31,
1997" therefrom and substituting "December 31, 1998"
therefor.
3. Except as hereinabove amended, the Employment Agreement
shall continue in full force and effect.
4. This Supplemental Agreement shall be governed by the
laws of the State of New York.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: C. KENT KROEBER
EUGENE P. BEARD
EXHIBIT 10(c)
MASTER NOTE
Date: June 16, 1997
For Value Received, the undersigned (hereinafter called the
"Borrower"), hereby promises to pay three (3) business days
following receipt of demand, to the order of Wachovia Bank of
Georgia, N.A., Atlanta, Georgia (hereinafter called the
"Lender"), at its office where borrowed, the principal sum of
$15,000,000 (Fifteen Million U.S. Dollars) or the aggregate
unpaid principal sum of all advances which the Lender actually
makes hereunder to the Borrower, whichever amount is less,
together with interest in arrears payable on each Interest Due
Date (as hereinafter defined) at a rate computed on the basis of
a 360 day year for the actual number of days in each interest
period, determined as herein set forth.
Lender, at its sole discretion, is hereby authorized to make
advances under this Note upon telephonic or written communication
of a borrowing request from a duly authorized officer or
representative of Borrower. At the time of each advance
hereunder, the Borrower and the Lender shall agree on the
maturity date for the payment of the principal amount of such
advance (in absence of earlier demand), the interest rate for
such advance and the dates interest on such advance shall be
payable (the "Interest Due Dates"). The Lender or other holder
shall be and is hereby authorized by the Borrower to set forth on
the reverse side of this Note, or on an attachment hereto: (1)
the amount and date of each advance made hereunder; (2) the
maturity date of each such advance (absent earlier demand); (3)
the interest rate for each such advance; (4) the Interest Due
Dates for each such advance; and (5) each payment of principal
received thereon and the date of such payment; provided, however,
any such notation or the failure to make any such notation shall
not limit or otherwise affect the obligation of the Borrower with
respect to the repayment of all advances actually made hereunder.
In the event of a good faith dispute among the parties to this
Note as to rate, the rate shall be the Prime Rate.
After this Note or any advance of this Note shall become
due, whether on demand or otherwise, the unpaid principal of this
Note shall bear interest at a rate per annum equal to 150% of the
Prime Rate not to exceed the maximum rate permitted by applicable
law. As used herein, "Prime Rate" refers to that interest rate
so denominated and set by the Lender from time to time as an
interest rate basis for borrowings. The Prime Rate is one of
several interest rate bases used by the Lender. The Lender lends
at rates above and below the Prime Rate. Changes in the Prime
Rate shall be effective as of the day of each such change.
PAGE
All payments of any advance hereunder shall be applied first
to accrued interest and then to principal.
The Borrower may prepay any advance hereunder prior to the
maturity date specified for such advance only with the consent or
upon the demand of the Lender.
No waiver by the Lender of any provision of this Note shall
be effective unless in writing. Other than as set forth herein,
all parties to this Note, including makers, endorsers, sureties
and guarantors, whether bound by this or by separate instrument
or agreement, shall be jointly and severally liable for the
indebtedness evidenced by this Note and hereby (1) waive
presentment for payment, demand, protest, notice of nonpayment or
dishonor and of protest and any and all other notices and demands
whatsoever; (2) consent that at any time, or from time to time,
payment of any sum payable under this Note may be extended
without notice, whether for a definite or indefinite time; and
(3) agree to remain liable until the indebtedness evidenced
hereby is paid in full irrespective of any extension,
modification or renewal. No conduct of the holder shall be
deemed a waiver or release of such liability, unless the holder
expressly releases such party in writing. In the event the
indebtedness evidenced hereby is collected by or through an
attorney, the holder shall be entitled to recover reasonable
attorneys' fees and all other costs and expenses of collection.
Time is of the essence.
This Note shall evidence all advances and payments of
principal made hereunder until it is surrendered to the Borrower
by the Lender, and it shall continue to be used even though there
may be periods prior to such surrender when no amount of
principal or interest is owing hereunder.
This Note, and the rights and obligations of the parties
hereunder, shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF the Borrower has executed this Note under
seal the day and year set forth above.
_______________________ THE INTERPUBLIC GROUP OF COMPANIES, INC.
Attest:
Nicholas J. Camera By: Alan Forster
Title: Secretary Title: Vice President & Treasurer
(Corporate Seal)