UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
PUBLICIS GROUPE S.A.
(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE EUR .40 PER SHARE
(Title of Class of Securities)
744 63 M 106
(CUSIP Number)
Gregory V. Gooding
Debevoise & Plimpton
919 Third Avenue
New York, NY 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 24, 2002
(Date of Event which Requires Filing of this Statement)
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
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF THE ABOVE PERSON
DENTSU INC.
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13D Page 2 of 16
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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
OO
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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
Japan
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH ------------------------------------------------------------
REPORTING PERSON 8 SHARED VOTING POWER
WITH 74,245,504*(1)
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
28,691,075
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74,245,504*(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13D Page 3 of 16
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.9%*(1)(2)
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14 TYPE OF REPORTING PERSON
CO
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* The 74,245,504 Shares are entitled to an aggregate of 112,972,304 voting
rights of the outstanding Shares due to double voting rights pertaining to a
portion of such Shares that are directly owned by Madame Elisabeth Badinter and
Somarel S.A. The Reporting Person disclaims beneficial ownership to 7,766,800
Shares directly owned by Madame Elisabeth Badinter and an additional 30,960,000
Shares directly owned by Somarel S.A., representing in the aggregate 77,453,600
voting rights of the outstanding Shares as of September 25, 2002.
(1) This includes 6,827,629 Shares of which the Reporting Person owns the
Temporary Bare Legal Title entitling it to the voting rights but not the
economic interests in such Shares. In addition, pursuant to the EB MOU, the
Reporting Person has agreed not to vote a number of Shares owned by it that
represents voting power in excess of 15% of the voting power of the Issuer.
Based on the total number of voting rights of the outstanding Shares as of
September 25, 2002, the Reporting Person would therefore not be entitled to vote
1,586,968 of the Shares included in (8), (11), and (13) above, corresponding to
approximately 0.7% of the total number of voting rights of the outstanding
Shares and approximately 0.8% of the outstanding Shares. See Item 5.
(2) Representing approximately 49.9% of the total voting rights of the
outstanding Shares as of September 25, 2002.
13D Page 4 of 16
STATEMENT ON SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates
is the ordinary shares, nominal value EUR 0.40 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 Dentsu Inc., a company organized under the laws of Japan (the "Reporting
Person"). The principal business of the Reporting Person is the provision of
advertising and marketing communications services. The address of the principal
business and the principal office of the Reporting Person is 1-11, Tsukiji,
Chuo-ku, Tokyo 104-8426.
The following information for each director and executive
officer of the Reporting Person is set forth on Schedule A and incorporated
herein by reference: name; business address; present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization in which such employment is conducted; and citizenship.
(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 has been 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 September 24, 2002, Bcom3 Group, Inc. ("Bcom3") merged with
and into Philadelphia Merger Corp. ("PMC"), a Delaware corporation and
wholly-owned subsidiary of the Issuer (the "Publicis/Bcom3 Merger"), pursuant to
an Agreement and Plan of Merger, dated March 7, 2002, as amended (the
"Publicis/Bcom3 Merger Agreement"), among the Issuer, Bcom3, PMC, and
Philadelphia Merger LLC, a Delaware limited liability company and a subsidiary
of the Issuer. The Publicis/Bcom3 Merger occurred immediately after the merger
of Boston Three Corporation, a Delaware corporation and a wholly-owned
subsidiary of Bcom3, with and into Bcom3 (the "First Step Merger"), pursuant to
an
13D Page 5 of 16
Agreement and Plan of Merger, dated March 7, 2002 (the "First Step Merger
Agreement"), among Bcom3, Boston Three Corporation, and the Reporting Person.
Prior to the First Step Merger, the Reporting Person held
4,286,123 shares of Class B common stock of Bcom3 ("Bcom3 Class B Shares") which
it acquired as follows: (i) 4,274,248 Bcom3 Class B Shares on March 14, 2000,
for a purchase price of $115.38 per share, and an aggregate purchase price of
$493,162,734.20; (ii) 10,000 Bcom3 Class B Shares on April 20, 2001, for a
purchase price of $130 per share, and an aggregate purchase price of $1,300,000;
(iii) 625 Bcom3 Class B Shares on January 23, 2002, for a purchase price of $130
per share, and an aggregate purchase price of $81,250; and (iv) 1,250 Bcom3
Class B Shares on June 13, 2002, for a purchase price of $130 per share, and an
aggregate purchase price of $1,625,000. The source of funds for each such
purchase was internal funds of the Reporting Person.
In connection with the First Step Merger, the Reporting Person
paid $498,702,393, and as a result of the First Step Merger, the Reporting
Person held approximately 7,134,600 Bcom3 Class B Shares, all of which were
canceled and converted in the Publicis/Bcom3 Merger into, among other things,
(i) 28,691,075 Shares and (ii) the bare legal title (nue-propriete) and voting
rights but not the economic interests ("Temporary Bare Legal Title") in
6,827,629 additional Shares until September 24, 2004, after which the bare legal
title and related voting rights will automatically revert to the holders of the
usufruct interests (usufruit), or economic interests, in such Shares. The
Reporting Person borrowed an aggregate of 50 billion yen to finance such payment
(approximately $400 million as of September 24, 2002) from the following six
Japanese insurance companies: (i) Nippon Life Insurance Company, (ii) Sumitomo
Life Insurance Company, (iii) The Dai-Ichi Mutual Life Insurance Company, (iv)
Meiji Life Insurance Company, (v) The Yasuda Mutual Life Insurance Company, and
(vi) The Taiyo Mutual Life Insurance Company, and paid the balance of such
payment with the internal funds of the Reporting Person. The borrowed funds are
fully recourse to the Reporting Person and will be repaid by the Reporting
Person in four equal installments on September 27th of calendar years 2004,
2005, 2006 and 2007.
The preceding summary of the First Step Merger, the
Publicis/Bcom3 Merger and the Temporary Bare Legal Title is not intended to be
complete and is qualified by reference to the First Step Merger Agreement, the
Publicis/Bcom3 Merger Agreement, and the Agreement for the Transfer of the
Nue-Propriete of Certain Publicis Shares, dated September 24, 2002 (the
"Usufruct Agreement"), among Wilmington Trust Company, acting as special
nominee, the Reporting Person, and the Issuer, which agreements are all filed as
Exhibits hereto and incorporated herein by reference. The First Step Merger, the
Publicis/Bcom3 Merger, and the arrangements with respect to the Temporary Bare
Legal Title are described in more detail in Amendment No. 4 to Form F-4,
Registration Statement under the Securities Act of 1933, filed by the Issuer
with the Securities and Exchange Commission on August 14, 2002 (Registration No.
333-87600) and the definitive proxy statement of Bcom3 dated August 22, 2002 and
filed with the Securities and Exchange Commission on August 23, 2002.
13D Page 6 of 16
ITEM 4. PURPOSE OF TRANSACTION.
The Shares and Temporary Bare Legal Title have been acquired
by the Reporting Person for investment purposes.
On March 7, 2002, the Reporting Person executed (i) a
Memorandum of Understanding (the "EB MOU") with Madame Elisabeth Badinter
("Madame Badinter"), (ii) a Memorandum of Understanding with the Issuer (the
"Publicis MOU"), and (iii) a Memorandum of Understanding with the Issuer in
respect of a strategic alliance (the "SAA MOU"; together with the EB MOU and
Publicis MOU, the "MOUs").
Under the EB MOU and the Publicis MOU, the Reporting Person is
prohibited from owning, alone or in concert, at any time more than a number of
Shares that entitles it to 15% of the voting power of the Issuer, as calculated
in the specified manner and subject to specified exceptions, and the Reporting
Person has also agreed not to pledge or transfer any Shares owned by it until
July 2012 subject to specified exceptions, and thereafter subject to specified
restrictions. Publicis and Madame Badinter have agreed in the EB MOU and the
Publicis MOU to take specified actions to protect the Reporting Person against
dilution resulting from a capital increase in cash to which the Reporting
Person may not subscribe by using preemptive rights.
Under the EB MOU and the Publicis MOU, the Reporting Person is
entitled to designate two members to the Supervisory Board of the Issuer (the
"Supervisory Board") so long as the Reporting Person owns, directly or
indirectly, not less that 10% of the outstanding Shares, as calculated in the
specified manner, subject to specified adjustment if the size of the Supervisory
Board is increased.
Under the SAA MOU, the Reporting Person and the Issuer have
agreed to form a strategic alliance in respect of their businesses, the terms
and conditions of which are set forth in the SAA MOU.
Pursuant to a letter agreement among the Reporting Person, the
Issuer and Madame Badinter, dated March 7, 2002 (the "Letter Agreement"), the
Reporting Person agreed to put in escrow a certain number of Shares that it
received in the Publicis/Bcom3 Merger that entitle it to voting rights to Shares
representing in excess of 15% of the Issuer's total voting rights. As of the
date hereof, this arrangement has not been implemented.
Subject to the MOUs, the Usufruct Agreement, and the Letter
Agreement, the Reporting Person may from time to time consider a number of
strategies for enhancing value that may relate to or result in, among others,
(a) the acquisition of additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) a change in the present board of
directors or management of the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) a material change in the
Issuer's business or corporate structure; (g) changes in the Issuer's
13D Page 7 of 16
charter, by-laws or instruments corresponding thereto or other actions that may
impede the acquisition of control of the Issuer by any person; (h) a class of
securities of the Issuer being delisted from a national securities exchange or
ceasing to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action
similar to any of those enumerated above. Any strategies that the Reporting
Person may pursue will depend upon a number of factors, including, without
limitation, current and anticipated future trading prices for the Issuer's
securities, the business, prospects and financial condition, results of
operations and prospects of the Issuer, general economic, market and industry
conditions, currency exchange rates, other developments and other investment
opportunities, subject to the MOUs, the Usufruct Agreement, and the Letter
Agreement.
The preceding summary of the MOUs and the Letter Agreement is
not intended to be complete and is qualified by reference to the MOUs and the
Letter Agreement, which are all filed as Exhibits hereto and incorporated herein
by reference. The MOUs and the Letter Agreement are described in more detail in
the Amendment No. 4 to Form F-4, Registration Statement under the Securities Act
of 1933, filed by the Issuer with the Securities and Exchange Commission on
August 14, 2002 (Registration No. 333-87600) and the definitive proxy statement
of Bcom3 dated August 22, 2002 and filed with the Securities and Exchange
Commission on August 23, 2002.
Other than as described above and in Item 6 or as set forth in
the MOUs, the Usufruct Agreement and the Letter Agreement, 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, except that Mr. Yutaka Narita, Chairman and CEO of the
Reporting Person, and Mr. Fumio Oshima, Executive Vice President of the
Reporting Person, as newly appointed members of the Supervisory Board, are each
required to purchase or borrow from the Reporting Person, 200 Shares before
December 24, 2002, pursuant to the by-laws (statuts) of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Generally, Shares of the Issuer entitle the holder thereof
to one vote per Share. However, if the same shareholder holds Shares of the
Issuer for a two-year period in registered form, these Shares are granted double
voting rights. The following statements regarding interest in securities of the
Issuer reflect the double voting rights, where applicable.
The Reporting Person is the direct owner of 28,691,075 Shares,
representing approximately 14.6% of the outstanding Shares and approximately
12.7% of the total voting rights of the outstanding Shares.
In addition, the Reporting Person is the direct owner of the
Temporary Bare Legal Title to 6,827,629 additional Shares entitling the
Reporting Person to the voting rights but not the economic interests in such
Shares. By virtue of such Temporary Bare Legal Title, the Reporting Person may
be
13D Page 8 of 16
deemed for the purpose of Rule 13d-3 ("Rule 13d-3") promulgated under the
Securities Exchange Act of 1934, as amended, to beneficially own such 6,827,629
Shares. As a result of its direct ownership of the 28,691,075 Shares and its
direct ownership of the Temporary Bare Legal Title to an additional 6,827,629
Shares, the Reporting Person is entitled to approximately 15.7% of the total
voting rights of the outstanding Shares.
Pursuant to the EB MOU, the Reporting Person has agreed not to
vote a number of Shares owned by it that represents voting power in excess of
15% of the voting power of the Issuer (the "15% Voting Limitation"). Based on
the aggregate number of outstanding Shares as of September 25, 2002, by virtue
of the 15% Voting Limitation, the Reporting Person would not be entitled to vote
1,586,968 Shares, corresponding to approximately 0.7% of the total number of
voting rights of the outstanding Shares and approximately 0.8% of the
outstanding Shares.
By virtue of the EB MOU, the Reporting Person may be deemed
for the purpose of Rule 13d-3 to beneficially own an additional 7,766,800 Shares
directly owned by Madame Badinter and an additional 30,960,000 Shares directly
owned by Somarel S.A. ("Somarel", together with Madame Badinter, the
"Stockholders"), representing in the aggregate approximately 19.8% of the
outstanding Shares and approximately 34.2% of the total voting rights of the
outstanding Shares. The Reporting Person disclaims any beneficial ownership of
the Shares that are owned by the Stockholders.
Based on the preceding explanation, the Reporting Person may
be deemed for the purpose of Rule 13d-3 to beneficially own an aggregate of
74,245,504 Shares, representing approximately 37.9% of the outstanding Shares,
and approximately 49.9% of the total voting rights of the outstanding Shares.
All Share information is given as of September 25, 2002, and
all percentages set forth in this Item 5 and in the cover page hereto are
calculated based on 196,051,275 Shares outstanding as of September 25, 2002,
representing an aggregate number of voting rights of 226,211,576, which number
of Shares and voting rights were provided by the Issuer to the Reporting Person.
(b) The Reporting Person has the sole power to vote or to
direct the vote, and the sole power to dispose of or to direct the disposition
of 0 Shares by virtue of the transfer restrictions contained in the EB MOU and
the Publicis MOU. See Item 4.
The Reporting Person may be deemed in certain circumstances to
have the shared power to dispose of or to direct the disposition of the
28,691,075 Shares owned directly by it, by virtue of the transfer restrictions
contained in the EB MOU and the Publicis MOU. See Item 4.
The Reporting Person does not have the sole power or shared
power to dispose of or to direct the disposition of the 6,827,629 Shares of
which it has Temporary Beneficial Ownership because the Reporting Person is not
entitled to the economic interests in such Shares.
The Reporting Person may be deemed in certain circumstances to
have shared power with the Stockholders to vote or to direct the vote of
74,245,504 Shares, representing in the aggregate
13D Page 9 of 16
112,972,304 of the total voting rights of the outstanding Shares, by virtue of
the voting agreements in the EB MOU and the Publicis MOU, subject to the 15%
Voting Limitation. See Items 4, 5(a) and 6.
To the best knowledge of the Reporting Person, the information
required by Item 2 with respect to the Stockholders is as follows: (i) Madame
Elisabeth Badinter is a French citizen whose principal occupation is Lecturer at
the Ecole Polytechnique, author, President du conseil d'administration of
Somarel, and President of the Supervisory Board of the Issuer; (ii) Somarel is a
company organized under the laws of the Republic of France; (iii) the business
address of Madame Badinter and Somarel is 133, Avenue des Champs Elysees, 75008
Paris, France. To the best knowledge of the Reporting Person, during the past
five years, neither Madame Badinter nor Somarel has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or 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, federal or state securities laws or finding any
violation with respect to such laws.
The Reporting Person disclaims any beneficial ownership of the
Shares that are directly owned by the Stockholders.
(c) Except for the Publicis/Bcom3 Merger, neither the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
Stockholders, or any of the persons set forth on Schedule A hereto has effected
any transaction in the Shares during the past 60 days.
(d) The former holders of shares of class A common stock of
Bcom3 own the usufruct interests of the 6,827,629 Shares with respect to which
the Reporting Person owns the Temporary Bare Legal Title, and therefore such
former holders have the right to receive the dividends and all other economic
interests relating to such Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE COMMON STOCK.
The Reporting Person has entered into the EB MOU, the Publicis
MOU, the Usufruct Agreement and the Letter Agreement in respect of the
securities of the Issuer.
Among other things, the EB MOU and Publicis MOU provide for
transfer restrictions and voting agreements in respect of the Shares. See Item
4. Under the EB MOU, the Reporting Person has also agreed to vote (a) to elect
Madame Badinter or her designee as chairperson of the Supervisory Board; (b) to
elect to the Supervisory Board such persons designated by her; and (c) in favor
of appointments of or changes in the members of management of the Issuer
proposed by Madame Badinter, subject to certain specified requirements.
13D Page 10 of 16
In addition, under the EB MOU, the Reporting Person has agreed
that, after due consultation between the Reporting Person and Madame Badinter,
the Reporting Person will vote its Shares as directed by Madame Badinter on the
following matters: (i) specified decisions to amend the Issuer's charter; (ii)
any merger, consolidation or similar business combination of the Issuer with or
into any other company as a result of which those shareholders who were
shareholders of the Issuer immediately prior to such business combination shall
have a majority of the outstanding votes and common equity interest of the
surviving entity in such business combination, subject to specified
requirements; (iii) declaration of dividends, subject to specified limitations;
(iv) capital increases of less than 10% of the share capital or the voting
rights of Issuer where the Reporting Person is entitled to subscribe by using
preemptive rights, subject to a specified aggregate limitation; and (v)
reductions of share capital of the Issuer resulting from cancellation of shares
pursuant to the Issuer's stock repurchase program. The EB MOU also provides that
the Reporting Person will vote its Shares as it shall determine after due
consultation between the Reporting Person and Madame Badinter on certain
specified matters, including with respect to decisions relating to specified
issuances of securities, specified asset transfers and specified related party
transactions. Under the EB MOU, subject to satisfaction of certain specified
conditions, the Reporting Person shall vote at the shareholders' meeting in
favor of acceptance of the accounts certified by the statutory auditors of the
Issuer.
The Reporting Person has agreed pursuant to the Usufruct
Agreement not to transfer the Temporary Bare Legal Title of the Shares or any
interest therein, subject to certain specified exceptions. Pursuant to the
Letter Agreement, the Reporting Person has agreed to put certain Shares with a
mutually acceptable financial institution pursuant to the escrow arrangement
contemplated thereby. As of the date hereof, this arrangement has not been
implemented.
The preceding summary of the EB MOU, the Publicis MOU, the
Usufruct Agreement and the Letter Agreement is not intended to be complete and
is qualified by reference to the EB MOU, the Publicis MOU, the Usufruct
Agreement and the Letter Agreement, which are all attached as Exhibits hereto
and incorporated herein by reference. The EB MOU, the Publicis MOU, the
Temporary Bare Legal Title, and the Letter Agreement are described in more
detail in the Amendment No. 4 to Form F-4, Registration Statement under the
Securities Act of 1933, filed by the Issuer with the Securities and Exchange
Commission on August 14, 2002 (Registration No. 333-87600) and the definitive
proxy statement of Bcom3 dated August 22, 2002 and filed with the Securities and
Exchange Commission on August 23, 2002.
Other than as described in Items 4 and 6 or set forth in the
EB MOU, the Publicis MOU, the Usufruct Agreement and the Letter Agreement, the
Reporting Person nor, to the best knowledge of the Reporting Person, any of the
persons set forth on Schedule A, has any contracts, arrangements, understandings
or relationships (legal or otherwise) with respect to any securities of the
Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger, dated March 7, 2002, as
amended by Amendment No. 1 thereto, dated August 13,
2002, by and among Publicis Groupe S.A.,
13D Page 11 of 16
Bcom3 Group, Inc., Philadelphia Merger Corp., and
Philadelphia Merger LLC (incorporated by reference to
Annex A to the Prospectus filed by Publicis Groupe
S.A. on August 23, 2002)
Exhibit 2 Agreement and Plan of Merger, dated March 7, 2002, by
and among Bcom3 Group, Inc., the Boston Three
Corporation, and Dentsu Inc. (incorporated by
reference to Annex C to the Prospectus filed by
Publicis Groupe S.A. on August 23, 2002)
Exhibit 3 Memorandum of Understanding, dated March 7, 2002
between Dentsu Inc. and Publicis Groupe S.A.
(incorporated by reference to Exhibit 99.4 to the
report on Form 6-K of Publicis Groupe S.A. filed on
March 14, 2002)
Exhibit 4 Memorandum of Understanding, dated March 7, 2002
between Dentsu Inc. and Publicis Groupe S.A.
(incorporated by reference to Exhibit 99.5 to the
report on Form 6-K of Publicis Groupe S.A. filed on
March 14, 2002)
Exhibit 5 Memorandum of Understanding, dated March 7, 2002
between Dentsu Inc. and Madame Elisabeth Badinter
(incorporated by reference to Exhibit 10.1 to Form
F-4 filed by Publicis Groupe S.A. on June 20, 2002)
Exhibit 6 Agreement For the Transfer of the Nue-propriete of
Certain Publicis Shares, dated September 24, 2002, by
and among Wilmington Trust Company, acting as special
nominee, Dentsu Inc., and Publicis Groupe S.A.
Exhibit 7 Letter Agreement, dated March 7, 2002, among Madame
Elisabeth Badinter, Publicis Groupe S.A., and Dentsu
Inc.
13D Page 12 of 16
SIGNATURE
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: October 4, 2002
DENTSU INC.
By: /s/ Megumi Niimura
------------------------------------
Name: Megumi Niimura
Title: Senior Executive Officer
13D Page 13 of 16
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 1-11, Tsukiji, Chuo-ku, Tokyo
104-8426, Japan. Unless otherwise indicated, the occupation set forth opposite
an individual's name refers to the Reporting Person. All of the persons listed
below are citizens of Japan.
NAME, BUSINESS ADDRESS AND PRESENT PRINCIPAL OCCUPATION OR
CITIZENSHIP EMPLOYMENT INCLUDING NAME AND ADDRESS
OF EMPLOYER
Yutaka Narita Chairman & CEO
Tateo Mataki President & COO
Fumio Oshima Executive Vice President
Hitoshi Hanatsuka Executive Vice President
Tetsu Nakamura Executive Vice President
Hideaki Furukawa Senior Managing Director
Ko Matsumoto Senior Managing Director
Tatsuyoshi Takashima Senior Managing Director
Isao Maruyama Managing Director
Toshiaki Nozue Managing Director
Takehiko Kimura Managing Director
Hiromori Hayashi Managing Director
13D Page 14 of 16
Ichiro Saita Executive Director of the Reporting Person
and
President of Kyodo News,
2-2-5 Toranomon
Minato-ku, Tokyo
105-0001, Japan. The
principal business of
Kyodo News is providing
news services.
Jun Sakakibara Executive Director of the Reporting Person
and
President of Jiji Press, Ltd., 1-3 Hibiya-koen
Chiyoda-ku, Tokyo 100-8568, Japan. The principal
business of Jiji Press is providing news services.
Makio Kasahara Senior Corporate Auditor
Kojiro Takahashi Senior Corporate Auditor
Akira Nanbara Corporate Auditor
Haruo Shimada Corporate Auditor of the Reporting Person
and
Professor of Keio University, Faculty of Economics,
2-15-45 Mita Minato-ku, Tokyo 108-8345, Japan
Shunro Hamada Corporate Auditor of the Reporting Person
and
Attorney-at-Law, with
offices at Fukoku-Seimei,
Building 4F, 2-2-2
Uchisaiwai-cho
Chiyoda-ku, Tokyo
100-0011, Japan
Masahiro Akashi Senior Executive Officer
Yashuhiko Ubukata Senior Executive Officer
13D Page 15 of 16
Sachio Demura Senior Executive Officer
Megumi Niimura Senior Executive Officer
Naoki Kobuse Senior Executive Officer
Kimiharu Matsuda Senior Executive Officer
Michio Niiyama Senior Executive Officer
Koichi Mizuno Senior Executive Officer
Haruyuki Takahashi Executive Officer
Susumu Kawakami Executive Officer
Toichi Ogitani Executive Officer
Norichika Koyama Executive Officer
Ryuichi Mori Executive Officer
Itsuma Wakasugi Executive Officer
Shoichi Yamamura Executive Officer
Hiroshi Matsuzaki Executive Officer
Tatsuji Matsui Executive Officer
Takehiko Joju Executive Officer
Takashi Ishii Executive Officer
Setsuo Kamai Executive Officer
13D Page 16 of 16
EXHIBIT INDEX
Exhibit No. Description
1. Agreement and Plan of Merger, dated March 7, 2002, as amended
by Amendment No. 1 thereto, dated August 13, 2002, by and
among Publicis Groupe S.A., Bcom3 Group, Inc., Philadelphia
Merger Corp., and Philadelphia Merger LLC (incorporated by
reference to Annex A to the Prospectus filed by Publicis
Groupe S.A. on August 23, 2002)
2. Agreement and Plan of Merger, dated March 7, 2002, by and
among Bcom3, the Boston Three Corporation, and Dentsu Inc.
(incorporated by reference to Annex C to the Prospectus filed
by Publicis Groupe S.A. on August 23, 2002)
3. Memorandum of Understanding, dated March 7, 2002 between
Dentsu Inc. and Publicis Groupe S.A. (incorporated by
reference to Exhibit 99.4 to the report on Form 6-K of
Publicis Groupe S.A. filed on March 14, 2002)
4. Memorandum of Understanding, dated March 7, 2002 between
Dentsu Inc. and Publicis Groupe S.A. (incorporated by
reference to Exhibit 99.5 to the report on Form 6-K of
Publicis Groupe S.A. filed on March 14, 2002)
5. Memorandum of Understanding, dated March 7, 2002 between
Dentsu Inc. and Madame Elisabeth Badinter (incorporated by
reference to Exhibit 10.1 to Form F-4 filed by Publicis Groupe
S.A. on June 20, 2002)
6. Agreement for the Transfer of the Nue-propriete of Certain
Publicis Shares, dated September 24, 2002, by and among
Wilmington Trust Company, acting as special nominee, Dentsu
Inc., and Publicis Groupe S.A.
7. Letter Agreement, dated March 7, 2002, among Madame Elisabeth
Badinter, Publicis Groupe S.A., and Dentsu Inc.