SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BCOM3 GROUP, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
N/A
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(CUSIP Number)
PUBLICIS GROUPE S.A.
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(Name of Persons Filing Statement)
JEAN-MICHEL ETIENNE
133, AVENUE DES CHAMPS-ELYSEES
75008 PARIS, FRANCE
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
MARCH 7, 2002
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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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on the following pages)
Page 1 of 13 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUBLICIS GROUPE S.A.
IRS IDENTIFICATION NUMBER: N/A
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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 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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NUMBER OF 7 SOLE VOTING POWER
0
SHARES
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BENEFICIALLY 8 SHARED VOTING POWER
6,016,358
OWNED BY -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH 0
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REPORTING 10 SHARED DISPOSITIVE POWER
6,016,358
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,016,358
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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)
30.7%
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14 TYPE OF REPORTING PERSON
HC, CO
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Page 2 of 13 Pages
Item 1. Security and Issuer.
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This statement relates to shares of Class A and Class B common stock (the
"Common Shares") of Bcom3 Group, Inc. (the "Company"), par value $0.01 per
share. The address and principal executive office of the Company is: 35 West
Wacker Drive, Chicago, IL 60601.
Item 2. Identity and Background.
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This statement is filed, pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), by Publicis Groupe S.A.
("Publicis"), a societe anonyme organized under the laws of the Republic of
France. The address and principal executive office of Publicis is: 133, Avenue
des Champs-Elysees, 75008 Paris, France. Publicis is principally engaged in the
advertising business.
The name, business address, citizenship and present principal occupation or
employment of each member of the Supervisory Board and Management Board of
Publicis are set forth on Schedule I hereto, which is incorporated herein by
reference. Unless otherwise specified, each member of the Management Board and
Supervisory Board is a citizen of the Republic of France.
Societe Anonyme Somarel ("Somarel") owns approximately 22.2% of the
ordinary shares and 35.6% of the voting power of Publicis. Madame Elizabeth
Badinter and certain members of her family own approximately 51.3% of the
ordinary shares of Somarel. Madame Elizabeth Badinter directly owns 5.6% of the
ordinary shares and 8.9% of the voting power of Publicis. The address and
principal executive office of Somarel is: 133, Avenue des Champs-Elysees, 75008
Paris, France. The name, citizenship, present principal occupation or employment
and business address of each member of the Board of Directors of Somarel is set
forth on Schedule I hereto, which is incorporated herein by reference.
During the last five years, Publicis has not been convicted in any criminal
proceeding. During the last five years, Publicis has not been a party to a civil
proceeding before a judicial or administrative body of competent jurisdiction as
a result of which proceeding Publicis is or was 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.
During the last five years, to the best of Publicis' knowledge, no person
identified on Schedule I has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding before a judicial or administrative body of competent jurisdiction as
a result of which proceeding such person is or was 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.
Item 3. Source and Amount of Funds or Other Consideration.
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Not applicable.
Page 3 of 13 Pages
Item 4. Purpose of Transaction.
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On March 7, 2002, Publicis, the Company, Philadelphia Merger LLC, and
Philadelphia Merger Corp., a wholly-owned subsidiary of Publicis ("Merger
Corp."), entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which the Company will be merged under Delaware law with and into
Merger Corp. (the "Merger"), with Merger Corp. being the surviving corporation.
All of the stockholders of the Company, other than stockholders who exercise
dissenters' rights, will become entitled to receive ordinary shares of Publicis
and the other merger consideration more fully described in the Merger Agreement.
The Merger is subject to the satisfaction of certain conditions, including
receipt of regulatory approvals and approval from the stockholders of Publicis
and the Company, as set forth in the Merger Agreement. The Merger Agreement,
listed as Exhibit 1 below, is incorporated herein by reference.
Pursuant to the Merger Agreement, each of Publicis and the Company is
prohibited from soliciting any competing transaction and, subject to limitations
based on fiduciary duties, from discussions or negotiations with respect to a
competing transaction. In addition, if the Merger Agreement is terminated in the
event of a competing transaction for either Publicis or the Company under
certain circumstances, the party that is the subject of the competing
transaction is required to pay to the other party a termination fee of $90
million.
As a condition to Publicis' agreeing to enter into the Merger Agreement,
Dentsu Inc., and Roger A. Haupt, Richard B. Fizdale, Roy J. Bostock and Craig D.
Brown, respectively, all of whom are stockholders of the Company (collectively,
the "Stockholders"), have entered into support agreements with Publicis, dated
as of March 7, 2002 (collectively, the "Publicis Support Agreements"), pursuant
to which the Stockholders have agreed to vote their Common Shares in favor of
the Merger Agreement and the Merger and have agreed to vote against any
competing transaction and not to transfer any of their Common Shares, in each
case for the periods specified in the Publicis Support Agreements.
As a condition to the Company's entering into the Merger Agreement, Somarel
and Madame Elizabeth Badinter have entered into a support agreement with the
Company, dated as of March 7, 2002 (the "Somarel Support Agreement"), pursuant
to which Somarel and Madame Elizabeth Badinter have agreed to vote their
Publicis ordinary shares in favor of the Merger Agreement and the Merger and
have agreed to vote against any competing transaction and not to transfer any of
their Publicis ordinary shares, in each case for the periods specified in the
Somarel Support Agreement.
The preceding summaries of certain provisions of the Merger Agreement, the
Publicis Support Agreements and the Somarel Support Agreement are not intended
to be complete and are qualified in their entirety by reference to the full text
of such agreements. The Publicis Support Agreements and the Somarel Support
Agreement are listed as Exhibits 2, 3 and 4 below, respectively, each of
which is incorporated herein by reference.
A copy of the press release announcing the Merger, attached as Exhibit 5
hereto, is incorporated herein by reference.
Page 4 of 13 Pages
Item 5. Interest in Securities of the Issuer.
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(a) and (b)
Pursuant to the Publicis Support Agreements, the Stockholders have agreed
to vote their Common Shares in favor of the Merger and the Merger Agreement and
have agreed to vote against any Competing Transaction. An aggregate of
6,016,356 Common Shares are subject to the Publicis Support Agreements, which
represents 30.7% of the amount of the Common Shares outstanding as of March 7,
2002.
(c) Except for the agreements described in Item 4, there have been no
transactions in Company Shares by Publicis, or, to the best knowledge of
Publicis, the members of the Supervisory Board or Management Board of Publicis
during the past 60 days.
(d) To the best knowledge of Publicis, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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See Items 4 and 5.
Except as set forth in Items 4 and 5, neither Publicis nor, to the best
knowledge of Publicis, any of the members of its Supervisory Board or Management
Board, Somarel or any of the members of the Board of Directors of Somarel, has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any other person with respect to any securities of the Company
or its subsidiaries.
Item 7. Material to be Filed as Exhibits.
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EXHIBIT INDEX
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Exhibit Number Description
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1 Agreement and Plan of Merger, dated as of March 7, 2002,
between Publicis Groupe S.A., Bcom3 Group, Inc.,
Philadelphia Merger Corp. and Philadelphia Merger LLC
(incorporated by reference to Exhibit 2.1 to Publicis'
Current Report on Form 6-K filed March 14, 2002).
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2 Support Agreement, dated as of March 7, 2002, between
Publicis Groupe S.A., Philadelphia Merger Corp., Roger A.
Haupt, Richard B. Fizdale, Roy J. Bostock and Craig D. Brown
(incorporated by reference to Exhibit 99.2 to Publicis'
Current Report on Form 6-K filed March 14, 2002).
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Page 5 of 13 Pages
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3 Support Agreement, dated as of March 7, 2002, between Publicis
Groupe S.A., Philadelphia Merger Corp. and Dentsu Inc.
(incorporated by reference to Exhibit 99.1 to Publicis'
Current Report on Form 6-K filed March 14, 2002)
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4 Support Agreement, dated as of March 7, 2002, between Societe
Anonyme Somarel, Madame Elizabeth Badinter and Bcom3 Group,
Inc.(incorporated by reference to Exhibit 99.3 to Publicis'
Current Report on Form 6-K filed March 14, 2002)
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5 Press Release, dated March 7, 2002.
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Page 6 of 13 Pages
SIGNATURE
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.
March 15, 2002 PUBLICIS GROUPE S.A.
/s/ Jean-Michel Etienne
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By: Jean-Michel Etienne
Title: Chief Financial Officer
Page 7 of 13 Pages
Schedule I
Directors and Executive Officers of Publicis Groupe S.A.
The following tables I and II set forth the names, business addresses,
principal occupations or employment and citizenship of the members of Publicis'
Management Board and Supervisory Board. Each member of the Management Board is
principally employed by Publicis as set forth on Table II.
I. The Supervisory Board
PRINCIPAL PRINCIPAL BUSINESS CITIZENSHIP
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS (IF OTHER THAN FRANCE)
---- -------------------- --------------------------- ----------------------
Elisabeth Badinter Chair, Supervisory Board Lecturer, Ecole
133, Avenue des Champs-Elysees, Polytechnique, and author
75008 Paris, France
Robert Badinter Director Professor Emeritus,
133, Avenue des Champs-Elysees, University of Paris I
75008 Paris, France (Pantheon-Sorbonne)
Simon Badinter Director; Director of None
133, Avenue des Champs-Elysees, International Development -
75008 Paris, France Medias & Regies Europe
Monique Bercault Director; Technical None
133, Avenue des Champs-Elysees, Consultant to the Chairman
75008 Paris, France of Medias & Regies Europe
Michel Cicurel Director Chairman of the Management
133, Avenue des Champs-Elysees, Board of Compagnie Financiere
75008 Paris, France Edmond de Rothschild and
Compagnie Financiere
Saint-Honore; various
directorships
Michel David-Weill Director Chairman and Chief Executive
133, Avenue des Champs-Elysees, Officer of Maison Lazard
75008 Developpement, Managing
Partner of Lazard Freres et
Compagnie; numerous
Page 8 of 13 Pages
PRINCIPAL PRINCIPAL BUSINESS CITIZENSHIP
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS (IF OTHER THAN FRANCE)
---- -------------------- --------------------------- ----------------------
Paris, France positions
within the Lazard group; Vice
President and Director of the
Danone Group
Sophie Dulac Director, Vice President Manager -- Sophie Dulac
133, Avenue des Champs-Elysees, Conseil and Moira
75008 Paris, France
Helene Ploix Director Chair of Pechel Industries
133, Avenue des Champs-Elysees, and Director of Lafarge
75008 Paris, France
Felix George Rohatyn Director Director of Comcast United States
133, Avenue des Champs-Elysees, Corporation and Fiat SpA
75008 Paris, France
Robert Seelert Director, Chairman of Director of Vanteq, Inc. United States
133, Avenue des Champs-Elysees, Saatchi & Saatchi plc
75008 Paris, France
Amaury-Daniel Director Member of the Management
de Seze Board of BNP Paribas
133, Avenue des Champs-Elysees,
75008 Paris, France
Henri-Calixte Suaudeau Director of Publicis None
133, Avenue des Champs-Elysees, Conseil; Director of
75008 Paris, France Publicis Real Estate
Department
Gerard Worms Director Chairman of the Board of
133, Avenue des Champs-Elysees, General Partners of
75008 Paris, France Rothschild et Cie Banque.
Director of SG Belgique,
Telecom Italia, Metropole
Televi-
Page 9 of 13 Pages
PRINCIPAL PRINCIPAL BUSINESS CITIZENSHIP
NAME FUNCTION IN PUBLICIS ACTIVITIES OUTSIDE PUBLICIS (IF OTHER THAN FRANCE)
---- -------------------- --------------------------- ----------------------
Paris, France sion and Degremont
II. Management Board
PRINCIPAL COUNTRY OF CITIZENSHIP
NAME FUNCTION IN PUBLICIS (IF OTHER THAN FRANCE)
---- -------------------- ----------------------
Maurice Levy Chairman of Management Board
Publicis Groupe S.A.
133, Avenue des Champs-Elysees
Paris, France 75008
Bruno Desbarats-Bollet Director, Chief Executive Officer
Publicis Groupe S.A. of Medias & Regies Europe
133, Avenue des Champs-Elysees
Paris, France 75008
Kevin Roberts Director, Chief Executive Officer United Kingdom
Publicis Groupe S.A. of Saatchi & Saatchi
133, Avenue des Champs-Elysees
Paris, France 75008
Bertrand Siguier Director, Executive Vice President
Publicis Groupe S.A. of Publicis Worldwide
133, Avenue des Champs-Elysees
Paris, France 75008
Directors and Executive Officers of Somarel.
The following table III sets forth the names, business addresses, current
principal occupations or employment, and citizenship or country of formation of
the members of Somarel's Board of Directors.
II. Somarel's Board of Directors
Page 10 of 13 Pages
CITIZENSHIP
NAME PRINCIPAL OCCUPATION OR COUNTRY OF FORMATION
OR EMPLOYMENT (IF OTHER THAN FRANCE)
Elisabeth Badinter Chairman of the Board, see table I
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Sophie Dulac See table I
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Claude Marcus Retired (former Vice
Somarel President of the Supervisory
133, Avenue des Champs-Elysees Board of Publicis)
Paris, France 75008
Jean-Michel Bleustein Retired
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Simon Badinter See table I
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Benjamin Badinter Member of the Management
Somarel Board of Medias & Regies
133, Avenue des Champs-Elysees Europe, Director of
Paris, France 75008 European Development,
various directorships
Eric Delorme Director of BNP
Somarel PARIBAS/DAI (Department
133, Avenue des Champs-Elysees of Industrial Affairs)
Paris, France 75008
Page 11 of 13 Pages
CITIZENSHIP
NAME PRINCIPAL OCCUPATION OR COUNTRY OF FORMATION
OR EMPLOYMENT (IF OTHER THAN FRANCE)
Pechel Industries, represented by Not applicable
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Judith Badinter (spouse Member of the Supervisory
name: Sadock) Board of Medias & Regies
Somarel Europe, psychoanalyst
133, Avenue des Champs-Elysees
Paris, France 75008
Compagnie Financiere Saint-Honore, Not applicable
represented by Samuel Pinto
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
SRRE SA, represented by Michel Not applicable Luxembourg
Fleuret
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
MLMS, represented by Claudine Not applicable
Bienaime
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
FRANCAREP (SA), represented by Not applicable
Georges Babinet
Somarel
133, Avenue des Champs-Elysees
Paris, France 75008
Page 12 of 13 Pages
EXHIBIT INDEX
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Exhibit Number Description
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1 Agreement and Plan of Merger, dated as of March 7, 2002,
between Publicis Groupe S.A., Bcom3 Group, Inc.,
Philadelphia Merger Corp. and Philadelphia Merger LLC
(incorporated by reference to Exhibit 2.1 to Publicis'
Current Report on Form 6-K filed March 14, 2002).
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2 Support Agreement, dated as of March 7, 2002, between
Publicis Groupe S.A., Philadelphia Merger Corp., Roger A.
Haupt, Richard B. Fizdale, Roy J. Bostock and Craig D. Brown
(incorporated by reference to Exhibit 99.2 to Publicis'
Current Report on Form 6-K filed March 14, 2002).
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3 Support Agreement, dated as of March 7, 2002, between Publicis
Groupe S.A., Philadelphia Merger Corp. and Dentsu Inc.
(incorporated by reference to Exhibit 99.1 to Publicis'
Current Report on Form 6-K filed March 14, 2002)
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4 Support Agreement, dated as of March 7, 2002, between Societe
Anonyme Somarel, Madame Elizabeth Badinter and Bcom3 Group,
Inc.(incorporated by reference to Exhibit 99.3 to Publicis'
Current Report on Form 6-K filed March 14, 2002)
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5 Press Release, dated March 7, 2002.
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Page 13 of 13 Pages