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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934
PUBLICIS GROUPE S.A.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
744 63 M 106
(CUSIP Number)
Jean-Michel Etienne
133, Avenue Des Champs-Elysees
75008 Paris, France
01133-1-44-43-72-30
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 2003
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Elisabeth Badinter
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
(b) |X|
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3. SEC Use Only
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4. Source of Funds (See Instructions) 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
Republic of France
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7. Sole Voting Power
7,873,300 (representing 15,746,600 voting rights)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 51,291,524 (representing 64,564,544 voting rights)
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 7,873,300
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10. Shared Dispositive Power
51,291,524
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
59,164,824 (representing 80,311,144 voting rights)
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
30.3% (equity interest); 36.2% (voting power)
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14. Type of Reporting Person (See Instructions) IN
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Societe Anonyme Somarel
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |X|
-
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3. SEC Use Only
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4. Source of Funds (See Instructions) 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
Republic of France
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7. Sole Voting Power
0
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 0
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
0
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14. Type of Reporting Person (See Instructions)
CO, HC
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 amends the Schedule 13D of Elisabeth Badinter and
Societe Anonyme Somarel and relates to ordinary shares, nominal value (euro)0.40
per share, of Publicis Groupe S.A., a societe anonyme 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. The
terms "herein" and "hereof" are references to the Schedule 13D, as amended.
ITEM 2. IDENTITY AND BACKGROUND
(a) The names of the persons filing this statement are Elisabeth
Badinter and Societe Anonyme Somarel ("Somarel"). Ms. Badinter is the daughter
of Marcel Bleustein-Blanchet, the founder of the Issuer. Somarel ceased to exist
upon completion of the Somarel Merger (as defined in item 4). Somarel was a
holding company the principal asset of which was the interest in the Issuer. The
names of the former directors of Somarel are set forth on Schedule I hereto
which is incorporated herein by reference. Somarel did not have any officers.
(b) The business address of Ms. Badinter is and of Somarel was 133,
Avenue des Champs-Elysees, 75008 Paris, France. The business addresses of the
former directors of Somarel are set forth on Schedule I hereto.
(c) The principal occupation of Ms. Badinter is lecturer at the Ecole
Polytechnique and author. Ms. Badinter is the Chairperson of the Issuer's
Supervisory Board The principal occupation of each former director of Somarel is
set forth in Schedule I hereto. The business addresses of the employers of the
former directors of Somarel are set forth on Schedule I hereto.
(d) Neither Ms. Badinter nor Somarel, or any of the persons set forth on
Schedule I hereto, was, during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Ms. Badinter nor Somarel, or any of the persons set forth on
Schedule I hereto, was, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such a 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.
(f) Ms. Badinter is a French citizen. Somarel was a societe anonyme
organized under the laws of the Republic of France. The nationality of the
former directors of Somarel is set forth on Schedule I hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See description of the transaction in Item 4. No funds were required.
ITEM 4. PURPOSE OF TRANSACTION
On May 15, 2003, pursuant to the Agreement and Plan of Merger (the
"Somarel Merger Agreement") by and among Somarel, the Issuer and the other
shareholders of Somarel listed on
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the signature pages thereto, Somarel merged with and into the Issuer, with the
Issuer as the surviving corporation (the "Somarel Merger"). As a consequence of
the Somarel Merger, each Somarel shareholder, including Ms. Badinter, received
ten ordinary shares of the Issuer in exchange for each share of Somarel that
such shareholder held. The detailed terms of the Somarel Merger are contained in
a French prospectus (the "Prospectus") filed by the Issuer with the Commission
des Operations de Bourse ("COB") in Paris, which was included in the Issuer's
proxy statement mailed to its shareholders in connection with its May 15, 2003
shareholder meeting. The Issuer filed an English translation of the Prospectus
with the SEC under cover of Form 6-K on April 21, 2003.
On March 7, 2002, Ms. Badinter and Dentsu Inc., a Japanese corporation,
("Dentsu") executed and delivered a Memorandum of Understanding (the "MOU") to
govern their relationship as shareholders of Publicis Groupe S.A. The MOU was
entered into in connection with the Merger on September 24, 2002 of Bcom3 into a
wholly-owned subsidiary of the Issuer (the "Bcom3 Merger"). Upon completion of
the Bcom3 Merger, Dentsu became a shareholder of Publicis. The Bcom3 Merger is
described in more detail in the Issuer's Registration Statement on Form F-4
(Registration No. 333-87600) (the "Registration Statement").
The MOU provides for, among other things, an agreement between Dentsu and
Ms. Badinter on how to vote the Publicis ordinary shares owned by Dentsu and
Somarel on certain matters and certain restrictions on transfer of such shares.
Pursuant to the MOU, Dentsu agreed to cause its designees on Publicis's
Supervisory Board to vote to elect Ms. Badinter chairperson of Publicis's
Supervisory Board, to elect to and maintain on the Supervisory Board Ms.
Badinter's nominees, and to vote in favor of nominees to Publicis's Management
Board proposed by Ms. Badinter, provided that Ms. Badinter will consult with
Dentsu regarding the Management Board nominees. In addition, Dentsu agreed to
vote its Publicis shares as directed by Ms. Badinter regarding certain matters,
such as amendments to Publicis's charter to change Publicis's name or
headquarters, the size of Publicis's Supervisory Board or Management Board, the
terms of the Supervisory Board and Management Board members, specified merger,
consolidation or similar transactions, declaration of dividends, and certain
capital increases and reductions. Dentsu agreed not to vote at any Publicis
shareholders meeting an amount of shares of the Issuer received by Dentsu in the
Bcom3 Merger representing in excess of 15% of the Issuer's total voting power.
In turn, Ms. Badinter agreed to vote the shares of the Issuer held by her to
elect to and maintain on the Supervisory Board the two Dentsu nominees.
Pursuant to the MOU, Dentsu agreed not to pledge or transfer any of the
shares of the Issuer received by it in the Bcom3 Merger until July 12, 2012.
From July 12, 2012, Ms. Badinter has a right of first refusal with respect to
shares of the Issuer to be sold by Dentsu in private transactions and a right of
first offer with respect to shares of the Issuer to be sold by Dentsu in the
open market or to an underwriter or in another organized selling effort. The MOU
remains binding upon the parties until a more detailed shareholders agreement is
negotiated and executed by Ms. Badinter and Dentsu.
Dentsu and Ms. Badinter also entered into a letter agreement (the "Letter
Agreement"), dated March 7, 2002, pursuant to which Dentsu agreed to put in
escrow an amount of shares of the Issuer received by Dentsu in the Bcom3 Merger
that entitle Dentsu to voting rights representing in excess of 15% of the
Issuer's total voting power. As of the date hereof, this arrangement has not
been implemented.
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The preceding summaries of certain provisions of the Somarel Merger
Agreement, the MOU and the Letter Agreement are not intended to be complete and
are qualified in their entirety by reference to the full text of such
agreements. An English translation of the Somarel Merger Agreement has been
filed with the Securities and Exchange Commission (the "SEC") as Exhibit 1 to
Amendment No. 1 to the Schedule 13D of Somarel and Ms. Badinter and is
incorporated herein by reference. The complete text of the MOU has been filed
with the SEC as Exhibit 10.1 to the Registration Statement and is incorporated
herein by reference. The complete text of the Letter Agreement has been filed
with the SEC as Exhibit 3 to the original Schedule 13D filed by Ms. Badinter and
Somarel on October 7, 2002 and is incorporated herein by reference.
Subject to the information contained herein, Ms. Badinter currently
intends to maintain her interest in the Issuer. However, Ms. Badinter expects to
review on a continuous basis various factors relating to her investment in the
Issuer, including the Issuer's business and prospects, the price and
availability of the Issuer's shares, subsequent developments related to the
Issuer, other investment and business opportunities available to Ms. Badinter
and general stock market or economic conditions. Based on these factors, Ms.
Badinter may from time to time decide to purchase additional shares of the
Issuer or sell all or part of her investment in the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a),(b) Generally, ordinary shares of the Issuer entitle the holder
thereof to one vote per share. However, if the same shareholder holds ordinary
shares of the Issuer for a two-year period in registered form, these shares are
granted double voting rights. Issuer shares that were issued in the Somarel
Merger in exchange for Somarel shares held for two years also carry double
voting rights. The following statements regarding interest in securities of the
Issuer reflect the double voting rights, where applicable.
After completion of the Somarel Merger, Ms. Badinter owns (1) directly
7,873,300 ordinary shares (with 15,746,600 voting rights) of the Issuer,
representing approximately 4.0% of the total outstanding ordinary shares of the
Issuer and approximately 7.1% of the Issuer's voting power (the "EB Shares") and
(2) a usufruct interest (usufruit) in 15,773,020 shares of the Issuer (the
"Usufruct Shares") (with 29,046,040 voting rights), representing approximately
8.1% of the Issuer's total outstanding shares and approximately 13.1% of the
Issuer's voting power.
As the usufruct holder with respect to the Usufruct Shares, Ms. Badinter
is entitled to all economic rights attached to the Usufruct Shares and has the
right to vote at general shareholder meetings of the Issuer. Ms. Badinter's
children own the bare legal title (nue propriete) with respect to the Usufruct
Shares. The holders of bare legal title to the Usufruct Shares have the right to
vote the shares at special shareholders meetings of the Issuer.
Dentsu owns 28,690,875 ordinary shares of the Issuer (the
"Dentsu Shares"). In addition, Dentsu owns the bare legal title and voting
rights, but not the economic interest (the "Dentsu Bare Legal Title") in
6,827,629 ordinary shares of the Issuer until September 24, 2004 pursuant to the
Agreement of Transfer of the Nue Propriete of Certain Shares of the Issuer,
dated September 24, 2002, among Dentsu, Wilmington Trust Company, as special
nominee, and the Issuer, which is incorporated herein by reference. The Dentsu
Shares represent approximately 14.6% of the total outstanding ordinary shares of
the Issuer and the Dentsu Shares and the
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Dentsu Bare Legal Title represent approximately 18.2% of the total outstanding
shares of the Issuer and 16.0% of the Issuer's voting power. As stated in
Item 4, Dentsu agreed not to vote approximately 1.0% of the total voting power
of the Issuer, or 1,608,807 Dentsu Shares and Dentsu Bare Legal Title, which is
the excess of Dentsu's voting power over 15% of the Issuer's total voting power.
Ms. Badinter has the sole power to vote or direct the voting of, and the
sole power to dispose or direct the disposition of, the EB Shares. Ms. Badinter
and her children have shared power to vote or direct the voting of, and shared
power to dispose or direct the disposition of, the Usufruct Shares. By virtue of
the MOU, Ms. Badinter may be deemed to have shared power to vote or direct the
voting of, the Dentsu Shares and the Dentsu Bare Legal Title (subject to the
voting restriction described in the previous paragraph) and shared power to
dispose of, or direct the disposition of, the Dentsu Shares and the Dentsu Bare
Legal Title.
Based on the above, after completion of the Somarel Merger, Ms. Badinter
may be deemed to beneficially own 59,164,824 shares of the Issuer (with
80,311,144 voting rights), representing 30.3% of the total outstanding shares of
the Issuer and 36.2% of its voting power.
Somarel ceased to exist and, consequently, does not own any shares of the
Issuer.
All share information and percentages are based on 195,297,325 shares of
the Issuer outstanding (with 221,995,030 voting rights).
The principal business address of Dentsu is 1-11, Tsukiji, Chuo-ku, Tokyo
104-8426, Japan. The principal business of Dentsu is providing advertising and
marketing communications services.
To the best knowledge of Ms. Badinter, Dentsu, during the last five years,
was not convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which Dentsu 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.
(c) Ms. Badinter has not effected any transactions in ordinary shares of
the Issuer during the past 60 days.
(d) No person other than Ms. Badinter has the right to receive dividends
on or proceeds from the sale of EB Shares and the Usufruct Shares. Ms. Badinter
does not have the right to receive dividends on or proceeds from the sale of
Dentsu Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The shareholders of Somarel, consisting of Ms. Badinter (and other members
of the Bleustein-Blanchet family), the investors (BNP-Paribas, Pechel
Industries, Cie Financiere St-Honore, Francarep and SRRE), certain other
shareholders of Somarel listed on the signature pages thereto and the employees
and members of the management of the Issuer executed a
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shareholders' agreement, dated April 9, 1998 (hereinafter the "Shareholders
Agreement"). Most provisions of the Shareholders Agreement terminated at the
time of the completion of the Somarel Merger. However, Ms. Badinter's right of
first refusal in the event that any former Somarel shareholder desires to sell a
block of Publicis shares of more than 0.5% of the capital of Publicis to a
competitor of Publicis will stay in effect until June 30, 2006.
This summary of the Shareholders Agreement is qualified in its entirety by
reference to the full text of the agreement an English translation of which has
been filed as Exhibit 5 to Amendment No. 1 to the Schedule 13D of Ms. Badinter
and Somarel and is incorporated herein by reference.
See also description in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Agreement and Plan of Merger, dated as of March 28, 2003, by and
among Publicis Groupe S.A. and Societe Anonyme Somarel (incorporated
by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D of
Ms. Badinter and Somarel).
2. Memorandum of Understanding, dated as of March 7, 2002, between
Elisabeth Badinter and Dentsu (incorporated by reference to Exhibit
10.1 to Publicis Groupe S.A.'s Registration Statement on Form F-4
(Registration No. 333-86700)).
3. Agreement for the Transfer of Nue Propriete of certain Publicis
shares, dated September 24, 2002, among Dentsu Inc., Wilmington
Trust Company and Publicis Groupe S.A. (incorporated by reference to
Exhibit 2 to Somarel's and Ms. Badinter's Schedule 13D filed with
the SEC on October 7, 2002).
4. Letter Agreement, dated March 7, 2002, of Dentsu Inc. (incorporated
by reference to Exhibit 3 to Somarel's and Ms. Badinter's Schedule
13D filed with the SEC on October 7, 2002).
5. Shareholders' Agreement, dated April 9, 1998 among the shareholders
of Somarel listed on the signature pages thereto (incorporated by
reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D of Ms.
Badinter and Somarel).
6. Joint Filing Agreement, dated as of May 21, 2003, between Elisabeth
Badinter and Publicis Groupe S.A. as successor-in-interest of
Societe Anonyme Somarel.
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 21, 2003
/s/ ELISABETH BADINTER
-------------------------------
Elisabeth Badinter
PUBLICIS GROUPE S.A., as successor-in
interest of SOCIETE ANONYME SOMAREL
/s/ JEAN-MICHEL ETIENNE
-------------------------------
Name: Jean-Michel Etienne
Title: Chief Financial Officer
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EXHIBIT INDEX
1. Agreement and Plan of Merger, dated as of March 28, 2003, by and
among Publicis Groupe S.A. and Societe Anonyme Somarel (incorporated
by reference to Exhibit 1 to Amendment No. 1 to the Schedule 13D of
Ms. Badinter and Somarel).
2. Memorandum of Understanding, dated as of March 7, 2002, between
Elisabeth Badinter and Dentsu (incorporated by reference to Exhibit
10.1 to Publicis Groupe S.A.'s Registration Statement on Form F-4
(Registration No. 333-86700)).
3. Agreement for the Transfer of Nue Propriete of certain Publicis
shares, dated September 24, 2002, among Dentsu Inc., Wilmington
Trust Company and Publicis Groupe S.A. (incorporated by reference to
Exhibit 2 to Somarel's and Ms. Badinter's Schedule 13D filed with
the SEC on October 7, 2002).
4. Letter Agreement, dated March 7, 2002, of Dentsu Inc. (incorporated
by reference to Exhibit 3 to Somarel's and Ms. Badinter's Schedule
13D filed with the SEC on October 7, 2002).
5. Shareholders' Agreement, dated April 9, 1998 among the shareholders
of Somarel listed on the signature pages thereto (incorporated by
reference to Exhibit 5 to Amendment No. 1 to the Schedule 13D of Ms.
Badinter and Somarel).
6. Joint Filing Agreement, dated as of May 21, 2003, between Elisabeth
Badinter and PUBLICIS GROUPE S.A., as successor-in-interest of
Societe Anonyme Somarel.
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NAME1 PRINCIPAL OCCUPATION OR NATIONALITY/
---- ------------------------
COUNTRY OF
EMPLOYMENT FORMATION
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Elisabeth Badinter Lecturer, Ecole Polytechnique2 French
Chairperson of the Somarel
Board
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Sophie Dulac Manager, Sophie Dulac French
Productions, Member of the
Supervisory Board of Publicis
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Claude Marcus Retired French
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Jean-Michel Bleustein Retired French
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Simon Badinter Chairman of Management Board, French
Medias & Regies Europe;3
Member of the Supervisory
Board of Publicis
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Benjamin Badinter Member of the Management French
Board of Medias & Regies
Europe, Director of European
Development of Publicis
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Eric Delorme Partner at "Paribas Affaires French
Industrielles"4
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Pechel Industries5 N/A French
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Judith Badinter Member of the Supervisory French
Board of Medias & Regies
Europe, psychoanalyst
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Compagnie Financiere N/A French
Honore6
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SRRE SA7 N/A Luxembourg
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MLMS8 N/A French
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FRANCAREP9 N/A French
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1 The business address of all directors is: c/o Somarel, 133, Avenue des
Champs-Elysees, 75008 Paris, France.
2 The address of the Ecole Polytechnique is route de Saclay, 91128 Palaiseau,
France.
3 The address of Medias & Regies is 133, Avenue des Champs-Elysees, 75008 Paris,
France.
4 The address of "Paribas Affaires Industrielles" is 43, avenue de l'Opera
75002. Parent company of Paribas Affaires Industrielles is "BNP-Paribas", 16,
Boulevard des Italiens, 75009 Paris, France.
5 Represented by Jean Gore.
6 Represented by Samuel Pinto.
7 Represented by Charles de Croisset, Chairman of the CCF.
8 Represented by Claudine Bienaime.
9 Represented by Georges Babinet.