AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 2001
SUBJECT TO AMENDMENT
REGISTRATION NO. 333-53592
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
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 of (I.R.S. Employer Identification No.)
incorporation or organization)
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, SENIOR 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:
Susan C. Salorio, Esq. James F. Munsell, Esq.
The Interpublic Group Cleary, Gottlieb, Steen
of Companies, Inc. & 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. |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
- ------------------------------------------------------------------------------------------------------------------
Title of each class of securities to Amount to be Proposed Proposed maximum Amount of
be registered registered maximum aggregate offering registration fee
offering price price*
per share*
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per 5,298,795 $43.00 $227,848,185 $56,962**
share shares
- ------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, and based on the
average of the high and low prices of the Common Stock on the New York Stock
Exchange on January 8, 2001.
** The relevant amount was paid in connection with the intial filing of the
Registration Statement on January 12, 2001.
---------------
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.
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission or any applicable state securities commission
is effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
Prospectus
5,298,795 Shares
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Common Stock
-----------------
This is a public offering of shares of common stock, par value $.10 per
share, of The Interpublic Group of Companies, Inc. by the selling stockholders
named in this Prospectus. The selling stockholders are offering shares of common
stock of Interpublic. Interpublic will not receive any of the proceeds from the
offering.
The common stock is listed on the New York Stock Exchange under the
symbol "IPG." On January 8, 2001, the last reported sale price of the common
stock on the New York Stock Exchange was $43.44 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Prospectus dated March 1, 2001
TABLE OF CONTENTS
Statement Regarding Forward-Looking Statements.....................2
Where You Can Find More Information................................3
The Company........................................................4
Use of Proceeds....................................................5
Common Stock Price Range and Dividends.............................5
Selling Stockholders...............................................6
Plan of Distribution...............................................7
Legal Matters......................................................7
Experts............................................................8
-------------------
In this prospectus, "the Company," "Interpublic," "we," "us" and "our"
refer to The Interpublic Group of Companies, Inc., a Delaware corporation,
excluding, unless the context otherwise requires or as otherwise expressly
stated, our subsidiaries.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference contain
"forward-looking" statements, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
that are based on current expectations, estimates and projections. Statements
that are not historical facts, including statements about our beliefs and
expectations, are forward-looking statements. These statements contain potential
risks and uncertainties and, therefore, actual results may differ materially. We
undertake no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.
Important factors that may affect these projections or expectations
include, but are not limited to, those associated with the effect of national
and regional economic conditions, the ability of the Company to attract new
clients and retain existing clients, the financial success of clients of the
Company and other developments of clients of the Company.
In addition, the advertising and marketing communications businesses
is subject to government regulation, both domestic and foreign. There has been
an increasing tendency in the United States on the part of advertisers to resort
to the courts, industry and self-regulatory bodies to challenge comparative
advertising on the grounds that the advertising is false and deceptive. Through
the years, there has been a continuing expansion of specific rules,
prohibitions, media restrictions, labeling disclosures and warning requirements
with respect to advertising for certain products. Representatives within various
government bodies continue to initiate proposals to ban the advertising of
specific products and to impose taxes on or deny deductions for advertising
which, if successful, may have an adverse effect on advertising expenditures.
In some areas, the international operations of the Company still remain exposed
to certan risks which affect foreign operations of all kinds, such as local
legislation, monetary devaluation, exchange control restrictions and unstable
political conditions.
Another important factor is Interpublic's acquisition strategy. One of
Interpublic's business strategies is to acquire businesses that complement and
expand its current business capabilities. Accordingly, Interpublic is usually
engaged in evaluating potential acquisition candidates. Interpublic is currently
engaged in a number of preliminary discussions that may result in one or more
substantial acquisitions. These acquisition opportunities require
confidentiality and from time to time give rise to bidding scenarios that
require quick responses by Interpublic. Although there is uncertainty that any
of these discussions will result in definitive agreements of the completion of
any transactions, the annoucement of any such transaction may lead to increased
volatility in the trading price of shares of Interpublic.
Moreover, the success of recent or contemplated future acquisitions
will depend on the effective intergration of newly acquired businesses into
Interpublic's current activities. Important factors for integration include
realization of anticipated synergies and the ability to retain new personnel and
clients.
Investors should evaluate any statements in light of these important
factors.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 or at the SEC's regional offices located at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and at Seven World Trade Center, 13th Floor, New York, New York
10048. Please call the SEC at 1-800-SEC-0330 for further information. In
addition, we file information electronically with the SEC which maintains a
website that contains reports, proxy and information statements and other
information relating to Interpublic. The address of the SEC's website is
http://www.sec.gov. You can also inspect reports and other information we file
at the office of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information we incorporate by
reference is considered part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 prior to the sale of all the securities covered by this
prospectus:
o Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
o Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
o Quarterly Report on Form 10-Q for the quarter ended June 30, 2000;
o Quarterly Report on Form 10-Q for the quarter ended September 30,
2000;
o Proxy Statement for the 2000 annual meeting of stockholders;
o Current Reports on Form 8-K, dated January 24, 2000, February 25,
2000, April 13, 2000, April 20, 2000, July 17, 2000, July 27,
2000, September 15, 2000, October 24, 2000, January 5, 2001 and
February 27, 2001; and
o The description of the common stock contained in our registration
statement on Form S-3 (File No. 333-84573) filed August 5, 1999.
The information incorporated by reference is an important part of this
prospectus. Any statement in a document incorporated by reference into this
prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent a statement contained in (1) this prospectus or (2) any
other subsequently filed document that is incorporated by reference into this
prospectus modifies or supersedes such statement.
This prospectus is part of a registration statement we filed with the
SEC. This prospectus omits some information contained in the registration
statement in accordance with SEC rules. For further information on us and our
consolidated subsidiaries and the securities we are offering, you may review the
information and exhibits in the registration statement. The registration
statement and exhibits are also available at the SEC's Public Reference Room or
through its website. Statements in this prospectus concerning any document we
filed as an exhibit to the registration statement or that we otherwise filed
with the SEC are not intended to be comprehensive and are qualified by reference
to those filings. You should review the complete document to evaluate these
statements.
We will provide to you, upon your written or oral request, at no cost
to you, copies of any or all of the documents referred to above other than those
exhibits to such documents which are not specifically incorporated by reference
therein. Requests should be directed to Thomas J. Volpe, Senior Vice
President-Financial Operations, The Interpublic Group of Companies, Inc., 1271
Avenue of the Americas, New York, New York 10020, (212) 399-8000.
THE COMPANY
Our primary businesses are the advertising agency business and related
marketing and communications services. We conduct this business globally, using
two advertising agency systems noted below, plus a number of stand-alone local
agencies:
o McCann-Erickson WorldGroup
o Lowe Lintas & Partners Worldwide.
The principal functions of our advertising agencies are to plan and
create programs for their clients and to place advertising in various media such
as television, cinema, radio, magazines, newspapers, direct mail, outdoor and
interactive electronic media. Our advertising agencies develop a communications
strategy and then create an advertising program, within the limits imposed by
the client's advertising budget, and place orders for space or time with media
that have been selected. Planning advertising programs involves:
o analyzing the market for the particular product or service
o creating the appropriate advertising campaign to convey the
agreed-upon benefit or message
o choosing the appropriate media to reach the desired market most
efficiently.
We conduct other businesses closely related to our advertising
business, in part through our ownership of companies as noted below:
o independent media buying through Initiative Media Worldwide and its
affiliates
o direct and promotional marketing through Draft Worldwide
o marketing research through NFO Worldwide
o global public relations through Weber Shandwick Worldwide and
Golin/Haris International
o internet and e-business consultancy through Zentropy Partners
o multinational sports and event marketing through Octagon
o sales meetings and targeted events through Jack Morton Worldwide.
We also conduct related activities in other areas of marketing
communications that include:
o brand equity and corporate identity services
o graphic design and interactive services
o management consulting and market research
o healthcare marketing
o sales promotion
o internet services
o multicultural advertising and promotion
o other related specialized marketing and communications services.
Our principal executive offices are located at 1271 Avenue of the
Americas, New York, New York 10020 (telephone:(212) 399-8000).
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the common
stock offered hereby. See "Selling Stockholders."
COMMON STOCK PRICE RANGE AND DIVIDENDS
Interpublic's common stock is listed on the New York Stock Exchange
under the symbol "IPG." The table below shows the range of reported last sale
prices on the New York Stock Exchange Composite Tape for Interpublic's common
stock for the periods indicated and the dividends declared per share on the
common stock for such periods. Sales prices and per share amounts in the table
below have been adjusted to reflect a two-for-one stock split payable in the
form of a stock dividend on July 15, 1999.
Common Cash
Stock Price Dividends
---------------------- Paid Per
High Low Share
-------- ------- ------------
Year ended December 31, 1998
First Quarter............................... $31 5/16 $23 27/32 $.065
Second Quarter.............................. 32 1/4 27 21/32 .075
Third Quarter............................... 32 7/16 26 3/32 .075
Fourth Quarter.............................. 39 7/8 23 1/2 .075
Year ended December 31, 1999
First Quarter............................... $40 $34 7/8 $.075
Second Quarter.............................. 43 5/16 34 19/32 .085
Third Quarter............................... 44 1/16 36 1/2 .085
Fourth Quarter.............................. 58 1/16 35 3/4 .085
Year ended December 31, 2000
First Quarter............................... $55 9/16 $37 $.085
Second Quarter ............................. 48 1/4 38 .095
Third Quarter............................... 44 3/16 33 5/8 .095
Fourth Quarter.............................. 43 3/4 33 1/16 .095
Year ended December 31, 2001
First Quarter (through February 26, 2001)... 47 3/16 38 5/8
On February 26, 2001, the last sale price of our common stock, as
reported on the New York Stock Exchange Composite Tape, was $39.00 per share.
We are not aware of any restrictions on our present or future ability
to pay dividends. However, in connection with certain borrowing facilities
entered into by Interpublic and its subsidiaries, we are subject to certain
restrictions on the ratio of cash flow to consolidated borrowings, the ratio of
consolidated borrowings to net worth and the minimum amount of net worth. Any
future dividend payments will be made at the discretion of Interpublic's board
of directors.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
selling stockholders, including:
o the name of each selling stockholder
o the number of shares of common stock beneficially owned by such
selling stockholder prior to the offering
o the maximum number of shares of such common stock to be offered by
such selling stockholder hereby
o the number of shares of common stock to be beneficially owned by
such selling stockholder assuming all of the shares of such selling
stockholder covered by this prospectus are distributed in the
offering
No selling stockholder beneficially owns one percent (1%) or more of
Interpublic's issued and outstanding common stock, except for Donald Deutsch who
prior to the offering beneficially owns approximately 1.6% of Interpublic's
issued and outstanding common stock.
Each selling stockholder is a former equity or phantom equity holder of
a company acquired by Interpublic or the assignee of such a person. Each selling
stockholder has been and, as of the date of this prospectus, is an employee of a
company acquired by Interpublic.
Because the selling stockholders may offer all, a portion or none of
the common stock offered pursuant to this prospectus, no estimate can be given
as to the number of shares of common stock that will be held by the selling
stockholders upon termination of the offering. See "Plan of Distribution."
Number of Shares to be
Number of Shares Maximum Beneficially Owned after
Beneficially Owned Number of Offering, Assuming All
Prior to the Shares to be Shares Offered are
Name of Selling Stockholder Offering(1) Offered Distributed(1)
- --------------------------- ------------------ ------------ ------------------------
Donald Deutsch 5,442,687 4,834,998 607,689
Linda Sawyer 159,485 99,961 59,524
Cheryl Greene 159,485 99,961 59,524
Valerie Difebo 118,075 46,148 71,927
Kathy Delaney 118,075 46,148 71,927
Peter Drakoulias 89,486 61,530 27,956
Michael Sheldon 66,586 34,166 32,420
Eric Hirschberg 66,586 34,166 32,420
Fred Rubin 17,644 6,943 10,701
Kathy Kieley 7,762 405 7,357
Kristin Volk 7,893 203 7,690
Jeffrey Blish 47,959 34,166 13,793
--------- --------- ---------
Total 6,301,723 5,298,795 1,002,928
- ------------
(1) Includes unvested shares of restricted stock awarded under IPG's 1997
Performance Incentive Plan.
PLAN OF DISTRIBUTION
Interpublic has not been advised by the selling stockholders as to any
plan of distribution. Distribution of the common stock by the selling
stockholders, or by pledgees, hedging or derivative transaction counterparties,
donees (including charitable organizations), transferees or other successors in
interest, may be effected from time to time in one or more transactions (which
may involve block transactions):
o on the New York Stock Exchange in transactions that may include
special offerings and exchange distributions pursuant to and in
accordance with the rules of such exchange,
o in the over-the-counter market,
o in transactions otherwise than on such exchange or in the
over-the-counter market, including "block trades" and direct
transactions between the sellers and the purchasers without a
broker- dealer,
o in an underwritten transaction, if jointly elected by Interpublic
and selling stockholders holding a majority of the common stock
being offered hereby, or
o in a combination of any such transactions.
Such transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices. The selling stockholders
may effect such transactions by selling the common stock to or through
underwriters, market makers or broker-dealers, and such underwriters, market
makers or broker-dealers may receive compensation in the form of discounts or
commissions from the selling stockholders and may receive commissions from the
purchasers of the common stock for whom they may act as agent. The selling
stockholders may agree to indemnify any underwriters, broker-dealer or agent
that participates in transactions involving sales of the common stock against
certain liabilities, including liabilities arising under the Securities Act.
In connection with distributions of the common stock or otherwise, the
selling stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the common stock in the course of hedging the positions they assume with selling
stockholders. The selling stockholders may also sell common stock short and
redeliver the common stock to close out such short positions. The selling
stockholders may also enter into option or other transactions with a
broker-dealer that require the delivery to the broker-dealer of the common
stock, which the broker-dealer may resell or otherwise transfer pursuant to this
prospectus. The selling stockholders may also loan or pledge common stock to a
broker-dealer and the broker-dealer may effect sales of the pledged common stock
pursuant to this prospectus.
We have agreed to bear certain expenses (excluding any underwriting
fees, expenses, discounts or other costs payable to any underwriter, broker or
dealer and fees and expenses of counsel to the selling stockholders) in
connection with the registration and sale of the common stock being offered by
the selling stockholders, estimated to be approximately $136,962. We have agreed
to indemnify the selling stockholders and their brokers or dealers or selling
agents identified in writing to Interpublic against certain liabilities,
including certain liabilities under the Securities Act.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in the distribution of the common
stock may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of any
common stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
LEGAL MATTERS
The validity of the common stock being offered hereby will be passed
upon for Interpublic by Nicholas J. Camera, Esq., Senior Vice President, General
Counsel and Secretary of Interpublic.
EXPERTS
The consolidated financial statements of Interpublic and its
subsidiaries incorporated in this prospectus by reference to Interpublic's
Annual Report on Form 10-K for the year ended December 31, 1999 and the
supplemental consolidated financial statements of Interpublic and its
subsidiaries incorporated in this prospectus by reference to Interpublic's
Current Report on Form 8-K dated January 5, 2001 have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
and, insofar as it relates to the financial statements (not separately presented
in Interpublic's Annual Report on Form 10-K for the year ended December 31, 1999
and the Current Report on Form 8-K dated January 5, 2001) of Hill, Holliday,
Connors, Cosmopulos, Inc., International Public Relations plc and The MBL Group
Plc for the year ended December 31, 1997, and of NFO Worldwide Inc. for the
years ended December 31, 1999 and 1998 and the three year period ended December
31, 1999, and of Deutsch, Inc. and Subsidiary and Affiliates for the year ended
December 31, 1999, each a wholly-owned subsidiary of Interpublic, the reports of
Ernst & Young LLP, Ernst & Young, Soteriou Banerji, Arthur Andersen LLP and J.
H. Cohn LLP, respectively, given on the authority of said firms as experts in
accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, expected to be incurred by the
Registrant are as follows:
Filing fee of Securities and Exchange Commission relating
to registration statement................................. $56,962
Fees and expenses of counsel for the Registrant, Cleary,
Gottlieb, Steen & Hamilton................................ 50,000
Fee of accountants, PricewaterhouseCoopers LLP, Ernst &
Young LLP, Ernst & Young, Arthur Andersen LLP, Soteriou
Banerji and J.H. Cohn LLP................................. 30,000
Miscellaneous................................................. 0
-------
Total......................................................... $136,962
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Title 8 of the General Corporation Law of the State of
Delaware ("GCL") 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 such person 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, provided
that such director, officer, employee or agent acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, provided
that such director, officer, employee or agent had no reasonable cause to
believe his or her 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 such person 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 such person in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation, 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
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper. Section 145 of the GCL further provides that, to the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any such action, suit or proceeding, or
in defense of any claim, issue or matter therein, he or she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in connection therewith.
The Company's by-laws 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
GCL.
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 capacities.
ITEM 16. EXHIBITS.
Exhibit Number Description
-------------- -----------
4.1 Restated Certificate of Incorporation of The
Interpublic Group of Companies, Inc., incorporated by
reference herein from Exhibit 3(i) to Quarterly Report
on Form 10-Q for the quarter ended June 30, 1999.
4.2 By-laws of The Interpublic Group of Companies, Inc.,
incorporated by reference herein from Exhibit 4.2 to
our registration statement on Form S-3 (File No.
333-41856).
5 Opinion of Nicholas J. Camera, Esq. as to the legality
of the shares of common stock registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP (relating to the
statements of The Interpublic Group of Companies,
Inc.).
23.2 Consent of Ernst & Young LLP (relating to the financial
statements of Hill, Holliday, Connors, Cosmopolous,
Inc. included in the financial statements of The
Interpublic Group of Companies, Inc.).
23.3 Consent of Ernst & Young (relating to the financial
statements of International Public Relations plc
included in the financial statements of The Interpublic
Group of Companies, Inc.).
23.4 Consent of Arthur Andersen LLP (relating to the
financial statements of NFO Worldwide, Inc. included in
the financial statements of The Interpublic Group of
Companies, Inc.).
23.5 Consent of Soteriou Banerji (relating to the financial
statements of The MBL Group Plc included in the
financial statements of The Interpublic Group of
Companies, Inc.).
23.6 Consent of J. H. Cohn LLP (relating to the financial
statements of Deutsch, Inc. and Subsidiary and
Affiliates included in the financial statements of The
Interpublic Group of Companies, Inc.).
23.7 Consent of Nicholas J. Camera, Esq. of the Company
(included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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 SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 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.
(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 of 1933 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
Securities Act of 1933 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 of 1933 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.
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 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 1st day of
March 2001.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
By: /s/ Nicholas J. Camera
-------------------------------------
Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas J. Camera, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all intents and purposes as he might or would do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ John J. Dooner, Jr. Chairman of the Board and Chief Executive January 8, 2001
- -------------------------------- Officer (Principal Executive Officer) and
John J. Dooner, Jr. Director
/s/ Sean F. Orr Executive Vice President, Chief Financial January 8, 2001
- -------------------------------- Officer (Principal Financial Officer) and
Sean F. Orr Director
/s/ Frederick Molz Vice President and Controller (Principal January 8, 2001
- -------------------------------- Accounting Officer)
Frederick Molz
/s/ Frank J. Borelli Director January 8, 2001
- --------------------------------
Frank J. Borelli
/s/ Reginald K. Brack Director January 8, 2001
- --------------------------------
Reginald K. Brack
/s/ Jill M. Considine Director January 8, 2001
- --------------------------------
Jill M. Considine
/s/ James R. Heekin Director January 8, 2001
- --------------------------------
James R. Heekin
- -------------------------------- Director
Frank B. Lowe
/s/ Michael A. Miles Director January 8, 2001
- --------------------------------
Michael A. Miles
/s/ J. Phillip Samper Director January 8, 2001
- --------------------------------
J. Phillip Samper
EXHIBIT INDEX
Exhibit Number Description
-------------------- ----------------------------------------------------
4.1 Restated Certificate of Incorporation of The
Interpublic Group of Companies, Inc., incorporated
by reference herein from Exhibit 3(i) to Quarterly
Report on Form 10-Q for the quarter ended June 30,
1999.
4.2 By-laws of The Interpublic Group of Companies, Inc.,
incorporated by reference herein from Exhibit 4.2 to
our registration statement on Form S-3 (File No.
333-41856).
5 Opinion of Nicholas J. Camera, Esq.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Ernst & Young.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Soteriou Banerji LLP.
23.6 Consent of J. H. Cohn LLP.
23.7 Consent of Nicholas J. Camera, Esq. of the Company
(included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this
Registration Statement).
Exhibit 5
January 10, 2001
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Re: The Interpublic Group of Companies, Inc.,
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of The Interpublic Group of Companies,
Inc., a Delaware corporation (the "Corporation"), and have acted as such in
connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of the above-captioned Registration Statement on Form S-3 (the
"Registration Statement"), relating to the registration of 5,298,795 shares of
the Corporation's Common Stock, $.10 par value (the "Shares").
In arriving at the opinions expressed below, I have examined
and relied on the originals or copies certified or otherwise identified to my
satisfaction of all such corporate records of the Corporation and such other
instruments and other certificates of public officials, officers and
representatives of the Corporation and such other persons, and I have made such
investigation of law, as I have deemed appropriate as a basis for the opinions
expressed below. In rendering the opinions expressed below, I have assumed and
have not verified that the signatures on all documents that I have examined are
genuine.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a corporation in
good standing under the laws of the State of Delaware.
2. The Shares have been duly authorized by all necessary
corporate action of the Corporation, and are legally issued, fully paid and
non-assessable.
Insofar as the foregoing opinions relate to the validity,
binding effect or enforceability of any agreement or obligation of the Company,
(a) I have assumed that each other party to such agreement or obligation has
satisfied those legal requirements that are applicable and it to the extent
necessary to make such agreement or obligation enforceable against it, and (b)
such opinions are subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and to general principles of equity.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to my name in the
Registration Statement and the related Prospectus under the caption "Legal
Matters." By giving such consent, I do not admit that I am an "expert" within
the meaning of the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including
this exhibit.
Very truly yours,
/s/ Nicholas J. Camera
----------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of:
o our report dated February 22, 2000, relating to the financial statements,
which appears in the 1999 Annual Report to the Stockholders of the
Interpublic Group of Companies, Inc. (the "Company"), which is incorporated
by reference in the Company's Annual Report on Form 10-K (the "Annual
Report") for the year ended December 31, 1999
o our report dated February 22, 2000, relating to the Financial Statements
Schedule, which appears in such Annual Report
o our report dated February 22, 2000, except for Note 15 which is as of July
13, 2000 relating to the supplemental consolidated financial statements and
the consolidated financial statements which appear in the Company's Current
Report on Form 8-K dated July 17, 2000 and September 15, 2000, respectively
o our report dated February 22, 2000, except for Note 15 which is as of July
13, 2000 relating to the Supplemental Consolidated Financial Statement
Schedule and Financial Statement Schedule which appear in the Company's
Current Report on Form 8-K dated July 17, 2000 and September 15, 2000,
respectively
o our report dated February 22, 2000, except for Note 15 which is as of July
13, 2000 and Note 16 which is as of December 22, 2000, relating to the
supplemental consolidated financial statements which appears in the
Company's Current Report on Form 8-K dated January 5, 2001 (the "Form 8-K")
o and our report dated February 22, 2000 except for Note 15 which is as of
July 13, 2000 and Note 16 which is as of December 22, 2000 relating to the
Supplemental Consolidated Financial Statement Schedule which appears in such
Form 8-K.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
January 5, 2001
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3) and related prospectus of The Interpublic
Group of Companies, Inc. ("the Company") for the registration of shares of its
common stock, and to the incorporation by reference therein of our report dated
March 13, 1998, on the consolidated financial statements of Hill, Holliday,
Connors, Cosmopulos, Inc. and subsidiaries for the twelve month period ended
December 31, 1997, included (not presented separately) in (a) the consolidated
financial statements of the Company for the year ended December 31, 1997
included in its 1999 Annual Report to Stockholders and incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Securities and Exchange Commission, incorporated in this
Registration Statement by reference and, (b) the supplemental consolidated
financial statements of the Company for the year ended December 31, 1997,
included in the Current Report on Form 8-K dated January 5, 2001, of the
Company, incorporated in this Registration Statement by reference.
/s/ Ernst & Young LLP
Boston, Massachusetts
January 5, 2001
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of The Interpublic Group of Companies, Inc.
(the "Company") for the public offering of shares of common stock and to the
incorporation by reference therein, of our report, dated 3 February 1999, on the
consolidated financial statements of International Public Relations plc, which
report appears in the Current Report on Form 8-K dated 5 January 2001, of the
Company and which statements are included in the supplemental consolidated
financial statements of the Company incorporated in the Registration Statement
by reference to such Current Report on Form 8-K.
/s/ Ernst & Young
January 5, 2001
London, England
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 25, 2000,
on the consolidated financial statements of NFO Worldwide, Inc. and subsidiaries
as of December 31, 1999 and 1998, and for each of the years in the three-year
period ended December 31, 1999, which report appears in the Current Report on
Form 8-K dated January 5, 2001, of The Interpublic Group of Companies, Inc. (the
"Company"), and which statements are included in the supplemental consolidated
financial statements of the company incorporated in this Registration Statement
by reference to such Current Report on Form 8-K. We also consent to the
reference to our firm under the caption "Experts" in this Registration
Statement. It should be noted that we have not audited any financial statements
of NFO Worldwide, Inc. subsequent to December 31, 1999, or performed any audit
procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
New York, New York,
January 5, 2001
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
As registered auditors and chartered accountants, we hereby consent to
incorporation by reference in this Registration Statement of our report dated
February 23, 1998, on the financial statements of The MBL Group Plc as of
December 31, 1997, and for the year ended December 31, 1997, which report
appears in the Current Report on Form 8-K dated January 5, 2001 of The
Interpublic Group of Companies, Inc. (the "Company") and which financial
statements are included in the supplemental consolidated financial statements of
the Company included in such Current Report on Form 8-K. We also consent to the
reference to our firm under the caption "Experts" in this Registration
Statement.
/s/ SOTERIOU BANERJI
London, England,
January 5, 2001
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
our report dated November 28, 2000, on the combined financial statements of
Deutsch, Inc. and Subsidiary and Affiliates as of December 31, 1999, and for the
year then ended, which report appears in the Current Report on Form 8-K dated
January 5, 2001, of The Interpublic Group of Companies, Inc. (the "Company"),
and which statements are included in the supplemental consolidated financial
statements of the company incorporated in this Registration Statement by
reference to such Current Report on Form 8-K. We also consent to the reference
to our firm under the caption "Experts" in this Registration Statement.
/s/ J. H. COHN LLP
Roseland, New Jersey
January 5, 2001