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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
PUBLICIS GROUPE S.A.
(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE (U).40 PER SHARE
(Title of Class of Securities)
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Not Applicable.
(Cusip Number)
BCOM3 GROUP, INC.
(Name of Persons Filing Statement)
Bcom3 Group, Inc.
35 West Wacker Drive
Chicago, IL 60601
Attention: Roger A. Haupt
Tel No.: (312) 220-1000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
With a copy to:
Joseph Rinaldi
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Tel No.: (212) 450-4000
March 7, 2002
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following: [ ]
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SCHEDULE 13D
CUSIP No. Not Applicable. Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Name: Bcom3 Group, Inc.
Identification No.: 364345638
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY EACH 38,726,800*
REPORTING PERSON WITH -------------------------------------------
9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,726,800*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7%* (1)
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14 TYPE OF REPORTING PERSON
CO
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* The Reporting Person disclaims beneficial ownership of such shares and
this statement shall not be construed as an admission that the Reporting Person
is the beneficial owner of any securities covered by this statement.
(1) Representing approximately 44.5% of the outstanding voting power of
such class.
Page 2 of 6
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
ordinary shares, nominal value (U).40 per share (the "Shares"), of Publicis
Groupe S.A., a company organized under the laws of the Republic of France (the
"Issuer"). The principal executive offices of the Issuer are located at 133,
Avenue des Champs Elysees, 75008 Paris, France.
Item 2. Identity and Background.
(a)-(c) and (f) The name of the person filing this statement is Bcom3
Group, Inc., a Delaware corporation (the "Reporting Person").
The address of the principal business and the principal office of the
Reporting Person is 35 West Wacker Drive, Chicago, IL 60601. The name, business
address, present principal occupation or employment, and citizenship of each
director and executive officer of the Reporting Person is set forth on Schedule
A, and is incorporated herein by reference. The principal business of the
Reporting Person is the worldwide provision of advertising and marketing
communications services.
(d)-(e) During the last five years, neither the Reporting Person nor, to
the best knowledge of the Reporting Person, any of the persons set forth on
Schedule A was convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). During the last five years, neither the Reporting
Person nor, to the best knowledge of the Reporting Person, any of the persons
set forth on Schedule A was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, U.S.
Federal or State securities laws or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
On March 7, 2002, Mme. Elisabeth Badinter and Societe Anonyme Somarel
(the "Stockholders") entered into a support agreement (the "Support Agreement",
described in Item 6 below and attached hereto as Exhibit 1) with the Reporting
Person with respect to certain Shares beneficially owned by such Stockholders.
No Shares were purchased by the Reporting Person pursuant to the Support
Agreement and thus no funds were used for such purpose.
Item 4. Purpose of Transaction.
On March 7, 2002, the Issuer, the Reporting Person, Philadelphia Merger
Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer, and
Philadelphia Merger LLC, a Delaware limited liability company and a subsidiary
of the Issuer, entered into an Agreement and Plan of Merger (the "Publicis
Merger Agreement"), and, in connection with the Publicis Merger Agreement, the
Reporting Person and Boston Three Corporation, a Delaware corporation and a
wholly-owned subsidiary of the Reporting Person, entered into an Agreement and
Plan of Merger with Dentsu Inc. ("Dentsu"), a company organized under the laws
of Japan (the "First-Step Agreement").
The First Step Agreement provides for a merger transaction (the "First
Step Merger") pursuant to which (i) Dentsu will pay approximately $498.7
million to holders of Class A common stock of the Reporting Person, (ii) Dentsu
will receive additional shares of Class B common stock of the Reporting Person
and (iii) the number of shares held by holders of Class A common stock will be
correspondingly reduced. The consummation of the transactions contemplated by
the First Step Agreement is subject to the satisfaction of the conditions to
the closing of the Publicis/Bcom3 Merger (as defined below) and the approval of
the stockholders of the Reporting Person.
Pursuant to the Publicis Merger Agreement, the Reporting Person and the
Issuer have agreed to combine through a merger transaction in which immediately
after the consummation of the First Step Merger, the Reporting Person will
become wholly-owned by the Issuer (the "Publicis/Bcom3 Merger"). All of the
stockholders of the Reporting Person, other than stockholders exercising
dissenters' rights, will become entitled to receive ordinary shares of Publicis
and the other merger consideration more fully described in the Publicis Merger
Agreement. The consummation of the transactions contemplated by the Publicis
Merger Agreement is subject to the closing of the First Step Merger and
customary conditions, including regulatory approvals, the approval by the
stockholders of the Issuer and the Reporting Person and the receipt by the
Issuer and the Reporting Person of legal opinions relating to taxation and
other matters.
Page 3 of 6
As an inducement to the Reporting Person entering into the Publicis Merger
Agreement, the Stockholders entered into the Support Agreement with the
Reporting Person described in Item 6 below.
Except for the transactions contemplated by the Publicis Merger Agreement
and as set forth above, neither the Reporting Person nor, to the best of the
Reporting Person's knowledge, any of the persons listed in Schedule A hereto
has any plan or proposal which relates to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the Support Agreement, the Reporting Persons may be
deemed for the purposes of Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended, to beneficially own 38,726,800 Shares, representing,
for the purposes of Rule 13d-3, approximately 27.7% of the outstanding shares
of voting stock of the Issuer and approximately 44.5% of the total voting power
of the outstanding shares. The Reporting Person, however, hereby disclaims
beneficial ownership of such Shares, and this statement shall not be construed
as an admission that the Reporting Person is, for any or all purposes, the
beneficial owner of the securities covered by this statement.
Except as set forth in this Item 5(a), neither the Reporting Persons nor,
to the best knowledge of the Reporting Person, any of the persons set forth on
Schedule A hereto beneficially owns any Shares.
(b) Except to the extent that it may be deemed to by virtue of the Support
Agreement, the Reporting Person does not have sole power to vote or to direct
the vote, shared power to vote or to direct the vote, or the sole or shared
power to dispose or to direct the disposition of any of the Shares.
The Reporting Person may be deemed in certain circumstances, as more fully
described in Item 6, to have the shared power with the Stockholders to vote
38,726,800 Shares. However, the Reporting Person (i) is not entitled to any
rights as a shareholder of the Issuer as to the Shares that are subject to the
Support Agreement and (ii) disclaims any beneficial ownership of the Shares
which are covered by the Support Agreement. The information required by Item 2
relating to the Stockholders is set forth on Schedule B.
(c) Except for the execution and delivery of the Support Agreement and
Publicis Merger Agreement, neither the Reporting Person nor, to the best
knowledge of the Reporting Person, any of the persons set forth on Schedule A
hereto has effected any transaction in the Shares during the past 60 days.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Support Agreement, each of the Stockholders has agreed to
vote all Shares which she or it owned and with respect to which she or it had
the power to direct the vote as of March 7, 2002, including any securities into
which such shares may be converted or exchanged and any securities issued in
replacement of or as a dividend or distribution on or otherwise in respect of
such Shares, at the meeting of the stockholders of the Issuer (a) in favor of
the approval and adoption of the Publicis Merger Agreement and approval of the
Publicis/Bcom3 Merger and all other transactions contemplated by the Publicis
Merger Agreement and the Support Agreement including without limitation (i) the
issuance and delivery of the Issuer's securities comprising the merger
consideration and (ii) modifications in the number and composition of the
Issuer's Supervisory Board and Management Board, in accordance with the terms
of the Publicis Merger Agreement; (b) against any action, agreement,
transaction (other than the Publicis Merger Agreement or the transactions
contemplated thereby) or proposal (including, without limitation, any Competing
Transaction (as defined below)) that would result in the Issuer's or the
Reporting Person's right to terminate the Publicis Merger Agreement; and (c) in
favor of any other matter necessary to the consummation of the transactions
contemplated by the Publicis Merger Agreement and considered and voted upon by
the stockholders of the Issuer. In the event any Stockholder becomes the legal
or beneficial owner of any additional Shares or other securities of the Issuer
(and any securities into which such Shares or securities may be converted or
exchanged and any securities issued in replacement of, or as a dividend or
distribution on, or otherwise in respect of, such Shares or securities), then
the terms of the Support Agreement shall apply to such additional securities.
Page 4 of 6
Each Stockholder has further agreed that she and it will not, directly or
indirectly, (a) sell, assign, transfer (including by operation of law), pledge,
encumber or otherwise dispose of any of her or its Shares except for pledges to
secure indebtedness (in respect of which the Stockholder shall have retained
voting rights); (b) deposit any of her or its Shares into a voting trust or
enter into a voting agreement or arrangement or grant any proxy or power of
attorney with respect thereto which is inconsistent with the Support Agreement;
(c) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
operation of law) or other disposition of her or its Shares that would occur
prior to the consummation of the transactions contemplated in the Publicis
Merger Agreement or should deprive any Stockholder of any of her or its
respective voting rights or limit her or its full discretion in exercising her
or its respective voting rights prior to such consummation, except where the
same would not deprive or restrict any Stockholder from exercising her or its
voting right in accordance with the terms of the Support Agreement; or (d) take
any action that would make any of the representations or warranties each has
made pursuant to the Support Agreement (relating to due execution and delivery
of the Support Agreement, title to the Shares and non-contravention of any
other agreement to which the Stockholder is a party) untrue or incorrect in any
material respect or have the effect of preventing or disabling her or it from
performing her or its obligations hereunder.
Each Stockholder has agreed that she and it, and their affiliates, will
not, and that she and it will instruct her or its agents, advisors and other
representatives (including, without limitation, any investment banker, attorney
or accountant retained by it) not to, directly or indirectly, (a) solicit,
initiate or encourage the initiation of (including by way of furnishing
non-public information) any inquiries or proposals regarding any Competing
Transaction (as defined below) or (b) have any discussions with or provide any
non-public information or data to any third party that would encourage,
facilitate or further a Competing Transaction, or engage in any negotiations
concerning a Competing Transaction, or knowingly facilitate any effort or
attempt to make or implement a Competing Transaction. Each Stockholder and each
of her or its agents, advisors or other representatives shall immediately cease
and cause to be terminated any existing discussions or negotiations with any
person (other than the Reporting Person) conducted prior to March 7, 2002 with
respect to any of the foregoing. Each Stockholder has further agreed that she
or it will promptly advise the Reporting Person orally and in writing of (a)
any proposal for a Competing Transaction or any request for information with
respect to any proposal for a Competing Transaction received by such
Stockholder or any of her or its agents, advisors or other representatives, the
material terms and conditions of such proposal for a Competing Transaction or
request and the identity of the person making such proposal for a Competing
Transaction or request (and provide the Reporting Person with copies of any
written proposal for a Competing Transaction or amendments or supplements
thereto) and (b) any changes in any such proposal for a Competing Transaction
or request.
A "Competing Transaction" means any of the following involving the Issuer
(other than the Publicis/Bcom3 Merger and the other transactions contemplated
by the Publicis Merger Agreement): (i) a merger, consolidation, share exchange,
business combination or other similar transaction; (ii) any sale, lease,
exchange, transfer or other disposition of 25% or more of the assets of such
party and its subsidiaries, taken as a whole, (iii) the acquisition of capital
stock of such party by a person as a result of which such person would become
the beneficial owner of 25% or more of the shares of capital stock of such
party; or (iv) a tender offer or exchange offer by a person as a result of
which such person would become the beneficial owner of 25% or more of the
outstanding voting securities of such party. For purposes of this definition,
the term "beneficial owner" shall have the meaning ascribed to it in Rule 13d-3
promulgated under the Securities and Exchange Act of 1934.
The Support Agreement is listed below as Exhibit 1, and the Publicis
Merger Agreement is listed below as Exhibit 2. Both are incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Support Agreement dated as of March 7, 2002 between Bcom3
Group, Inc., on the one hand, and Societe Anonyme
Somarel and Elisabeth Badinter, on the other hand
(incorporated by reference to Exhibit 9.1 to the Reporting
Person's Current Report on Form 8-K filed March 14, 2002).
Exhibit 2: Agreement and Plan of Merger dated as of March 7, 2002 among
Publicis Groupe S.A., Philadelphia Merger Corp., Philadelphia
Merger LLC and Bcom3 Group, Inc. (incorporated by reference
to Exhibit 2.1 to the Reporting Person's Current Report on
Form 8-K filed March 14, 2002)
Page 5 of 6
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 15, 2002
BCOM3 GROUP, INC.
By: /s/ Eileen Kamerick
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Name: Eileen Kamerick
Title: Executive Vice President &
Chief Financial Officer
Page 6 of 6
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSON
The name, business address, title, present principal occupation or employment
of each of the directors and executive officers of the Reporting Person are set
forth below. If no business address is given the director's or officer's
business address is 35 West Wacker Drive, Chicago, IL 60601. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
the Reporting Person. Unless otherwise indicated below, all of the persons
listed below are citizens of the United States of America.
Name, Business Address and Present Principal Occupation Including
Citizenship Name and Address of Employer
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Directors
Roger A. Haupt....................... Chairman and Chief Executive Officer
Roy J.Bostock........................ Former Chairman
Richard B. Fizdale................... Former Vice Chairman
Craig D. Brown....................... President and Chief Operating Officer
Bcom3 Group, Inc,
825 Eighth Ave.
New York, NY 10019
Fumio Oshima......................... Officer of Dentsu Inc.
Citizen of Japan
Dentsu Inc.
1-11, Tsukiji, Chuo-ku
Tokyo 104-8426, Japan
Naoki Kobuse......................... Officer of Dentsu Inc.
Citizen of Japan
Dentsu Inc.
1-11, Tsukiji, Chuo-ku
Tokyo 104-8426, Japan
Name, Business Address and Present Principal Occupation Including
Citizenship Name and Address of Employer
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Executive Officers
(Who Are Not Directors)
Eileen A. Kamerick................... Executive Vice President and Chief
Financial Officer
Christian E. Kimball................. Chief Administrative Officer and
Chief Legal Officer
Elizabeth L. Reeves.................. Executive Vice President and
Global HR Director
SCHEDULE B
To the knowledge of the Reporting Person, the name, business address,
title, present principal occupation or employment of each of the Stockholders
are as set forth below. If no business address is given the Stockholder's
business address is 133, Avenue des Champs Elysees, 75008 Paris, France. Unless
otherwise indicated below, all of the persons listed below are citizens of the
Republic of France. To the knowledge of the Reporting Person, none of the
persons listed below has during the last five years been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Present Principal Occupation Including
Name, Business Address Name and Address of Employer
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Elisabeth Badinter................... President du conseil d'administration,
Societe Anonyme Somarel
Societe Anonyme Somarel.............. Not Applicable.