AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1997 REGISTRATION NO. 333-22899 ================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- THE INTERPUBLIC GROUP OF COMPANIES, INC. (Exact name of registrant as specified in its charter) --------------- Delaware 13-1024020 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1271 Avenue of the Americas New York, New York 10020 212-399-8000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) NICHOLAS J. CAMERA, VICE PRESIDENT, GENERAL COUNSEL & SECRETARY THE INTERPUBLIC GROUP OF COMPANIES, INC. 1271 Avenue of the Americas New York, New York 10020 212-399-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- The Commission is requested to mail signed copies of all orders, notices and communications to: Theodore H. Paraskevas, Esq. Barry Fox, Esq. The Interpublic Group Cleary, Gottlieb, of Companies, Inc. Steen & Hamilton 1271 Avenue of the Americas One Liberty Plaza New York, New York 10020 New York, New York 10006 212-399-8000 212-225-2000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. --------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| --------------- The purpose of this Post-effective Amendment No. 2 is to deregister 180,126 shares of common stock of the registrant (prior to the stock split effected as of July 15, 1997) pursuant to Item 17(a)(3) of this registration statement.SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 2nd day of September, 1997. THE INTERPUBLIC GROUP OF COMPANIES, INC. (Registrant) By: /s/ Nicholas J. Camera -------------------------------- Nicholas J. Camera Vice President, General Counsel and Secretary 3