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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1998
REGISTRATION NO. 333-45569
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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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
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)
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The Commission is requested to mail signed copies of all
orders, notices and communications to:
Theodore H. Paraskevas, Esq. Barry M. Fox, Esq.
The Interpublic Group of Companies, Inc. Cleary, Gottlieb, Steen &
1271 Avenue of the Americas Hamilton
New York, New York 10020 One Liberty Plaza
212-399-8000 New York, New York 10006
212-225-2000
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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. |X|
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(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 delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. |_|
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------
Proposed
maximum Proposed
Title of offering maximum Amount of
securities Amount to be price per aggregate registration
to be registered registered security offering price fee
- --------------------------------------------------------------------------
Rights 3,346,500(1) n/a n/a n/a(2)
- --------------------------------------------------------------------------
(1) Plus such additional indeterminate number of Rights as may
become issuable upon issuance of Common Stock, par value
$.10 per share, upon conversion of the Notes by means of
adjustment of the conversion price.
(2) There is no filing fee with respect to the Rights issuable
with the Common Stock issuable upon conversion of the
Registrant's 1.80% Convertible Subordinated Notes due 2004
(the "Notes") registered previously because no additional
consideration will be received in connection with the
exercise of the conversion privilege. Pursuant to Rule 429,
the registration of $250,000,000 aggregate principal amount
at maturity of Notes and 3,346,500 shares of the
Registrant's Common Stock (plus such additional
indeterminate number of shares as may become issuable upon
conversion of the Notes by means of adjustment of the
conversion price), par value $.10 per share, and the filing
fee of $63,425 paid in connection therewith are being
carried forward.
Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus included in this Registration Statement is a combined
prospectus and relates to registration statement No. 333-42243 as
previously filed on Form S-3.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its Effective
Date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses payable by the registrant in
connection with the distribution of the securities being
registered are as follows:
Registration fees............................... $0
Legal fees and expenses......................... 1,000
Fee of accountants, Price Waterhouse LLP ....... 5,000
Miscellaneous................................... 0
Total........................................... $6,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the Delaware Code gives a
corporation power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The same
Section also gives a corporation power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonable believed to be in or not
opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnify for such expenses
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which the Court of Chancery or such other court shall deem
proper. Also, the Section states that, to the extent that a
director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense or any such
action, suit or proceeding, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
The Company's bylaws contain specific authority for
indemnification by the Company of current and former directors,
officers, employees or agents of the Company on terms that have
been derived from Section 145 of Title 8 of the Delaware Code.
The Company maintains policies of insurance under which the
Company and its directors and officers are insured subject to
specified exclusions and deductible and maximum amounts against
loss arising from any claim which may be made against the Company
or any director or officer of the Company by reason of any breach
of duty, neglect, error, misstatement, omission or act done or
alleged to have been done while acting in their respective
capabilities.
ITEM 16. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.1* Indenture dated as of September 16, 1997 between
the Company and The Bank of New York, as trustee.
4.2* Form of Note (included in Exhibit 4.1).
4.3* Registration Rights Agreement dated as of
September 16, 1997 between the Company and
Morgan Stanley & Co. Incorporated, Goldman,
Sachs & Co., and SBC Warburg Dillon Read Inc.
4.4** Rights Agreement dated as of August 1, 1989
between the Company and First Chicago Trust
Company of New York.
5*** Opinion of Nicholas J. Camera, Esq.
12*** Statement of Ratio of Earnings to Fixed Charges.
23.1*** Consent of Price Waterhouse LLP.
23.2*** Consent of Nicholas J. Camera, Esq. (included in
Exhibit 5).
24*** Power of Attorney (included in Part II of this
Registration Statement).
25* Statement re Eligibility of Trustee on Form T-1.
*Filed as an exhibit to the Company's Registration Statement
(No. 333-42243) on Form S-3 and incorporated herein by reference.
**Filed as an exhibit to the Company's Registration Statement
(No. 0-17904) on Form 8-A and incorporated herein by reference.
***Filed previously.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in this registration
statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of Prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be initial bona fide offering thereof.
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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 Amendment No. 1 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 12th day of February, 1998.
THE INTERPUBLIC GROUP OF COMPANIES,
INC.
(Registrant)
By: /s/ Nicholas J. Camera
----------------------
Nicholas J. Camera
Vice President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933,
the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Philip H. Geier, Jr.* Chairman of the Board and February 12,
- ------------------------ President (Principal Executive 1998
Philip H. Geier, Jr. Officer)
/s/ Eugene P. Beard * Vice Chairman - Finance and February 12,
- ------------------------ Operations (Principal Financial 1998
Eugene P. Beard Officer and Director)
/s/ Joseph M. Studley* Vice President and Controller February 12,
- ------------------------ (Principal Accounting Officer) 1998
Joseph M. Studley
/s/ Frank J. Borelli* Director February 12,
- ------------------------ 1998
Frank J. Borelli
/s/ Reginald K. Brack* Director February 12,
- ------------------------ 1998
Reginald K. Brack
/s/ Jill M. Considine* Director February 12,
- ------------------------ 1998
Jill M. Considine
/s/ John J. Dooner, Jr.* Director February 12,
- ------------------------ 1998
John J. Dooner, Jr.
/s/ Frank B. Lowe* Director February 12,
- ------------------------ 1998
Frank B. Lowe
/s/ Leif H. Olsen* Director February 12,
- ------------------------ 1998
Leif H. Olsen
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/s/ Martin F. Puris* Director February 12,
- ------------------------ 1998
Martin F. Puris
/s/ Allen Questrom* Director February 12,
- ------------------------ 1998
Allen Questrom
/s/ J. Phillip Samper* Director February 12,
- ------------------------ 1998
J. Phillip Samper
*By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Vice President, General Counsel and
Secretary
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