Schedule 13D Page 1 of 10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
PUBLICIS GROUPE S.A.
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(Name of Issuer)
COMMON STOCK
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 24, 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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Schedule 13D Page 2 of 10
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Elisabeth Badinter
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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
7,766,800 (representing 15,533,600 voting rights)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 59,651,075 (97,438,704 voting rights)
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 7,766,800
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10. Shared Dispositive Power
59,651,075
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
67,417,875 (112,972,304 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)
34.4% (equity interest); 49.9% (voting power)
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14. Type of Reporting Person (See Instructions)
IN
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Schedule 13D Page 3 of 10
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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 30,960,000 (representing 61,920,000 voting rights)
Each -------------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 0
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10. Shared Dispositive Power
30,960,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
30,960,000 (representing 61,920,000 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)
15.8% (equity interest); 27.4% (voting power)
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14. Type of Reporting Person (See Instructions)
CO, HC
Schedule 13D Page 4 of 10
ITEM 1. SECURITY AND ISSUER
This statement 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.
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 is
a holding company the sole asset of which is the interest in the Issuer. The
names of the directors of Somarel are set forth on Schedule I hereto which is
incorporated herein by reference. Somarel does not have any officers.
(b) The business address of Ms. Badinter and Somarel is 133, Avenue
des Champs-Elysees, 75008 Paris, France. The business addresses of the
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 and of Somarel's Board of Directors. The principal
occupation of each director of Somarel is set forth in Schedule I hereto.
The business addresses of the employers of the directors of Somarel are set
forth on Schedule I hereto.
(d) Neither Ms. Badinter nor Somarel, or, to the best knowledge of
Somarel, any of the persons set forth on Schedule I hereto, has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither Ms. Badinter nor Somarel, or to the best knowledge of
Somarel, 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 is a societe anonyme
organized under the laws of the Republic of France. The nationality of the
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 March 7, 2002, Ms. Badinter and Dentsu Inc., a Japanese corporation,
("Dentsu") executed and delivered a Memorandum of Understanding (the "MOU")
to govern their future relationship as shareholders of Publicis Groupe S.A.
The MOU was entered into in connection with the Agreement and Plan of Merger,
dated March 7, 2002, between the Issuer, Bcom3
Schedule 13D Page 5 of 10
Group, Inc. ("Bcom3"), Philadelphia Merger Corp., a wholly owned subsidiary of
the Issuer ("Merger Sub"), and Philadelphia Merger LLC, providing for the merger
of Bcom3 Group, Inc. with and into Merger Sub (the "Merger"). The Merger was
completed on September 24, 2002. Upon completion of the Merger, Dentsu became a
shareholder of Publicis. The 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 the
Publicis 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 a certain amount of shares of the
Issuer to be received by Dentsu in the Merger representing in excess of 15% of
the Issuer's total voting power. In turn, Ms. Badinter agreed to vote, and
cause Somarel 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 to be received by it in the 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 will remain 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 a certain amount of shares of the Issuer to be received by
Dentsu in the 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.
The preceding summary of certain provisions of the MOU and the Letter
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of such agreements. The complete text of the MOU
has been filed with the Securities and Exchange Commission as Exhibit 10.1 to
the Registration Statement and is incorporated herein by reference. The
complete text of the Letter Agreement is filed herewith as Exhibit 3 and is
incorporated herein by reference.
Ms. Badinter and Somarel intend to review on a continuous basis various
factors relating to their investment in
Schedule 13D Page 6 of 10
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 or
Somarel and general stock market or economic conditions. Based on these
factors, Ms. Badinter and Somarel may from time to time determine to sell
all or part of their investment in the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (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. The following statements regarding interest in
securities of the Issuer reflect the double voting rights, where applicable.
Ms. Badinter owns directly 7,766,800 ordinary shares (with 15,533,600
voting rights) of the Issuer, representing approximately 4.0% of the total
outstanding ordinary shares of the Issuer and approximately 6.9% of the
Issuer's voting power (the "EB Shares").
Somarel owns 30,960,000 ordinary shares (with 61,920,000 voting rights)
of the Issuer, representing approximately 15.8% of the total outstanding
ordinary shares of the Issuer and approximately 27.4% of the Issuer's voting
power (the "Somarel Shares"). Ms. Badinter owns approximately 51.3% of
Somarel's outstanding ordinary shares and voting power. Ms. Badinter is also
the Chairperson of Somarel's Board of Directors.
Dentsu owns 28,691,075 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 "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 Bare Legal Title represent
approximately 15.7% of the Issuer's voting power. As stated in Item 4,
Dentsu agreed not to vote approximately 0.7% of the total voting power of the
Issuer, or 1,586,968 Dentsu Shares and 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 of, or direct the disposition of, the EB Shares.
Somarel and Ms. Badinter have shared power to vote, or direct the voting of,
and power to dispose of, or direct the disposition of, the Somarel
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 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.
Based on the above, Ms. Badinter may be deemed to beneficially own
67,417,875 ordinary shares (and 112,972,304 voting rights associated with
shares) of the Issuer, representing approximately 34.4% of the total
outstanding shares of the Issuer and 49.9% of the Issuer's voting power.
Schedule 13D Page 7 of 10
To the best knowledge of Somarel, none of the directors of Somarel
(other than Ms. Badinter as set forth herein) beneficially owns any shares of
the Issuer.
All share information is given as of September 25, 2002 and all
percentages are calculated based on 196,051,275 shares of the Issuer
outstanding, and 226,211,576 voting rights associated with shares of the
Issuer granted, in each case as of September 25, 2002.
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 and Somarel, Dentsu, during the
last five years, has not been 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) None of Ms. Badinter, Somarel or, to the best knowledge of
Somarel, Somarel's directors 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. No person other than
Somarel has the right to receive dividends on or proceeds from the sale of
Somarel Shares. Neither Ms. Badinter nor Somarel has the right to receive
dividends on or proceeds from the sale of Dentsu Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See description in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. 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)).
2. 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.
3. Letter Agreement, dated March 7, 2002, of Dentsu Inc.
4. Joint Filing Agreement, dated as of October 7, 2002, between
Elisabeth Badinter and Societe Anonyme Somarel.
Schedule 13D Page 8 of 10
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.
October 7, 2002
/s/ Elisabeth Badinter
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Elisabeth Badinter
SOCIETE ANONYME SOMAREL
/s/ Elisabeth Badinter
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Name:Elisabeth Badinter
Title: President du conseil d'administration
Schedule 13D Page 9 of 10
Schedule I
DIRECTORS OF SOMAREL
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PRINCIPAL OCCUPATION OR NATIONALITY/
----------------------- COUNTRY OF
NAME(1) EMPLOYMENT ------------
---- ---------- FORMATION
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Elisabeth Badinter Lecturer, Ecole Polytechnique(2) 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 Director of Development of French
Affairs, 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 Industries(5) 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
Honore(6)
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SRRE SA(7) N/A Luxembourg
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MLMS(8) N/A French
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FRANCAREP(9) 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.
(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.
Schedule 13D Page 10 of 10
EXHIBIT INDEX
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Exhibit Description
1. 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)).
2. 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.
3. Letter Agreement, dated March 7, 2002, of Dentsu Inc.
4. Joint Filing Agreement, dated as of October 7, 2002, between
Elisabeth Badinter and Societe Anonyme Somarel.