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As filed with the Securities and Exchange Commission on June 18, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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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)
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Nicholas J. Camera, Esq.
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)
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Copies to:
Barry M. Fox, Esq.
Ethan A. Klingsberg, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
(212) 255-2000
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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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(c) under the Securities Act, 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. |_|
EXHIBIT 5.1
[Letterhead of The Interpublic Group of Companies, Inc.]
June 18, 2003
Securities and Exchange Commission,
Division of Corporation Finance
Washington, D.C. 20549
THE INTERPUBLIC GROUP OF COMPANIES, INC.
REGISTRATION STATEMENT ON FORM S-3
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Ladies and Gentlemen:
In my capacity as General Counsel to The Interpublic Group of
Companies, Inc., a Delaware corporation (the "Company"), I have been asked to
render this opinion as to the legality of the securities being registered under
a Registration Statement on Form S-3 (the "Registration Statement") being filed
by the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), and the
rules and regulations under the Securities Act. The Registration Statement
relates to the registration under the Securities Act of the Company's
$800,000,000 aggregate principal amount of 4.50% Convertible Senior Notes due
2023 (the "Notes"). The Notes are convertible into shares of Common Stock (the
"Common Stock"), par value $.10 per share, of the Company.
The Notes were issued by the Company in accordance with the terms of
the Indenture dated October 20, 2000 between the Company and The Bank of New
York, as trustee (the "Base Indenture"), as supplemented by the Third
Supplemental Indenture dated March 13, 2003 between the Company and The Bank of
New York, as trustee (the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture").
In connection with this opinion, I have examined originals, conformed
copies or photocopies, certified or otherwise identified to my satisfaction, of
the following documents (collectively, the "Documents"):
(i) the Registration Statement;
(ii) the Base Indenture, included as Exhibit 4.3 to the Registration
Statement; and
(iii) the Supplemental Indenture, including as an exhibit thereto the
form of Global Note, included as Exhibit 4.4 to the Registration Statement.
In addition, I have examined such certificates, agreements and
documents as I deemed relevant and necessary as a basis for the opinion
expressed below.
In my examination of the Documents and in rendering my opinion, I have
assumed, without independent investigation, (i) the enforceability of the
Documents against each party to them (other than the Company), (ii) that the
Notes were issued in accordance with the Indenture as described in the
Registration Statement, duly authenticated by The Bank of New York, as trustee,
in accordance with the Indenture and in the form reviewed by me and that any
information omitted from the form was properly added, (iii) the authenticity of
all documents submitted to me as originals, (iv) the conformity to the original
documents of all documents submitted to me as certified, photostatic, reproduced
or conformed copies of validly existing agreements or other documents, (v) the
authenticity of all the latter documents and (vi) that the statements regarding
matters of fact in the certificates, records, agreements, instruments and
documents that I examined are accurate and complete.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth in this letter, I am of the opinion that (i) the Notes
are valid and binding obligations of the Company enforceable against the Company
in accordance with their terms and (ii) the shares of Common Stock reserved for
issuance upon conversion of the Notes have been duly authorized and reserved
and, when issued upon conversion of the Notes in accordance with the terms of
the Notes, will be validly issued, fully paid and non-assessable and the
issuance of the Common Stock will not be subject to any preemptive or similar
rights.
The foregoing opinion is subject to the qualification that the
enforceability of the Indenture and the Notes may be subject to: (i) bankruptcy,
insolvency, fraudulent conveyance or transfer, reorganization, moratorium and
other similar laws affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding at law or in equity), including principles of commercial
reasonableness or conscionability and an implied covenant of good faith and fair
dealing.
The foregoing opinion is limited to the federal law of the United
States of America and the law of the State of New York, and, where necessary,
the corporate laws of the State of Delaware.
I hereby consent to the use of my opinion as herein set forth as an
exhibit to the Registration Statement and to the use of my name under the
caption "Validity of Securities" in the Prospectus forming part of the
Registration Statement.
Very truly yours,
The Interpublic Group of Companies, Inc.
By: /s/ Nicholas J. Camera
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Name: Nicholas J. Camera
Title: Senior Vice President,
General Counsel and Secretary
Exhibit 8.1
[Letterhead of Cleary, Gottlieb, Steen & Hamilton]
Writer's Direct Dial: (212) 225-2250
E-Mail: lsamuels@cgsh.com
June 18, 2003
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
We have acted as counsel to The Interpublic Group of Companies, Inc.
(the "Company"), in connection with the Company's offering pursuant to a
registration statement (the "Registration Statement") on Form S-3, of 4.50%
Convertible Senior Notes Due 2023 and issued with an aggregate face amount of
$800,000,000 (the "Securities") under an indenture dated as of October 20, 2000,
as supplemented by a supplemental indenture dated as of March 13, 2003 (as so
supplemented, the "Indenture"), between the Company and The Bank of New York, as
trustee.
In arriving at the opinion expressed below, we have reviewed the
following documents:
(a) the Registration Statement;
(b) the Securities in global form as executed by the Company; and
(c) an executed copy of the Indenture.
In addition, we have made such investigations of law as we have deemed
appropriate as a basis for the opinion expressed below. In rendering the opinion
expressed below, we have assumed the authenticity of all documents submitted to
us as originals and the conformity to the originals of all documents submitted
to us as copies. We have further assumed that all representations made therein
are true and that the respective parties thereto and all parties having
obligations thereunder will act in all respects at all relevant times in
conformity with the requirements and provisions of such documents. Additionally,
we have relied upon the Company's representations as to certain factual matters,
and upon financial data, calculations and projections provided to us by Salomon
Smith Barney Inc., including estimates of the net present value of all payments
of contingent interest that may be made by the Company over the term of the
Securities under reasonably anticipated market circumstances.
The opinions expressed below are based on the Internal Revenue Code of
1986, as amended (the "Code"), and applicable regulations, rulings and
decisions, in each case as in effect on the date hereof, and may be affected by
amendments to the Code or to the regulations thereunder or by subsequent
judicial or administrative interpretations thereof.
Based on and subject to the foregoing, we are of the opinion that the
Securities will be treated as indebtedness for United States federal income tax
purposes and that the Securities will be subject to the special regulations
governing contingent payment debt instruments contained in section 1.1275-4(b)
of the Treasury regulations.
In addition, we are of the opinion that the statements set forth under
the heading "Certain United States Federal Income Tax Considerations" in the
Registration Statement, insofar as such statements purport to describe federal
income tax laws of the United States, constitute an accurate description of the
principal U.S. federal income tax consequences of an investment in the
Securities.
We are furnishing this opinion solely to you in connection with the
offering of the Securities. This opinion letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "United
States Federal Income Tax Considerations" in the prospectus included in the
Registration Statement. In giving such consent, we do not thereby admit that we
are experts with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Securities
Act of 1933 or the rules and regulations of the Commission issued thereunder.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By: /s/ Leslie B. Samuels
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Leslie B. Samuels
EXHIBIT 12.1
THE INTERPUBLIC GROUP OF COMPANIES, INC.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(in millions except ratios)
A. As reported
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The earnings to fixed charges ratios presented in the table below are based
on amounts reported in our March 31, 2003 Form 10-Q.
Exhibit 23.3
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of The Interpublic Group of Companies, Inc. (the
"Company") of our report dated March 6, 2003, except for Note 8, which is as of
March 13, 2003, relating to the financial statements, which appears in the
Annual Report to Shareholders, which is incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 2002 and to
the incorporation by reference of our report dated March 6, 2003 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
June 12, 2003
Exhibit 23.4
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of The Interpublic Group of Companies, Inc. (the "Company") of our
report dated February 13, 2001, with respect to the financial statements of
Deutsch, Inc. and Subsidiary and Affiliates for the year ended December 31,
2000, which appears in the Annual Report on Form 10-K of the Company filed on
March 28, 2003. 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 Deutsch, Inc. and Subsidiary and Affiliates
subsequent to December 31, 2000 or performed any audit procedures subsequent to
the date of our report.
/s/ J.H. Cohn LLP
Roseland, New Jersey
June 12, 2003
Exhibit 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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The Interpublic Group of Companies, Inc.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of 13-1024020
incorporation or organization) (I.R.S. employer
identification no.)
1271 Avenue of the Americas
New York, New York 10020
(Address of principal executive offices) (Zip code)
4.50% Convertible Senior Notes Due 2023
(Title of the indenture securities)
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
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Name Address
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Superintendent of Banks of the 2 Rector Street, New York, N.Y.
State of New York 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y.
10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 21st day of May, 2003.
THE BANK OF NEW YORK
By: /S/ VAN K. BROWN
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Name: VAN K. BROWN
Title: VICE PRESIDENT
EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2002, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ......................... $ 4,706,760
Interest-bearing balances .................................................. 4,418,381
Securities:
Held-to-maturity securities ................................................ 954,049
Available-for-sale securities .............................................. 16,118,007
Federal funds sold in domestic offices ........................................ 460,981
Securities purchased under agreements to
resell ..................................................................... 837,242
Loans and lease financing receivables:
Loans and leases held for sale ............................................. 765,097
Loans and leases, net of unearned
income...............31,906,960
LESS: Allowance for loan and
lease losses............798,223
Loans and leases, net of unearned
income and allowance ..................................................... 31,108,737
Trading Assets ................................................................ 6,969,387
Premises and fixed assets (including capitalized
leases) .................................................................... 823,932
Other real estate owned ....................................................... 660
Investments in unconsolidated subsidiaries and
associated companies ....................................................... 238,412
Customers' liability to this bank on acceptances
outstanding ................................................................ 307,039
Intangible assets
Goodwill ................................................................... 2,003,150
Other intangible assets .................................................... 74,880
Other assets .................................................................. 5,161,558
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Total assets .................................................................. $ 74,948,272
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LIABILITIES
Deposits:
In domestic offices ........................................................ $ 33,108,526
Noninterest-bearing.......................13,141,240
Interest-bearing..........................19,967,286
In foreign offices, Edge and Agreement
subsidiaries, and IBFs ................................................... 22,650,772
Noninterest-bearing..........................203,426
Interest-bearing..........................22,447,346
Federal funds purchased in domestic
offices ..................................................................... 513,773
Securities sold under agreements to repurchase ................................ 334,896
Trading liabilities ........................................................... 2,673,823
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases) .................................................. 644,395
Bank's liability on acceptances executed and
outstanding ................................................................ 308,261
Subordinated notes and debentures ............................................. 2,090,000
Other liabilities ............................................................. 5,584,456
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Total liabilities ............................................................. $ 67,908,902
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Minority interest in consolidated
subsidiaries ............................................................... 519,470
EQUITY CAPITAL
Perpetual preferred stock and related
surplus .................................................................... 0
Common stock .................................................................. 1,135,284
Surplus ....................................................................... 1,056,295
Retained earnings ............................................................. 4,208,213
Accumulated other comprehensive income ........................................ (120,108)
Other equity capital components ............................................... 0
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Total equity capital .......................................................... 6,519,900
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Total liabilities minority interest and equity capital ........................ $ 74,948,272
============
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
Thomas A. Renyi --|
Gerald L. Hassell |
Alan R. Griffith --| Directors
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