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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 3)
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
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(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)
December 2, 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).
Elisabeth Badinter
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2. Check the Appropriate Box if a Member of a Group (See Instructions) (1)
(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
6,922,320 (representing 13,844,640 voting rights)
Number of ----------------------------------------------------------------
Shares 8. Shared Voting Power
Beneficially
Owned by 48,791,724 (representing 62,064,544 voting rights)(1)
Each ----------------------------------------------------------------
Reporting 9. Sole Dispositive Power
Person
With 6,922,320
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10. Shared Dispositive Power
48,791,724(1)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
55,714,044 (representing 75,909,184 voting rights)(1)
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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)
30.6% (equity interest); 35.4% (voting power)
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14. Type of Reporting Person (See Instructions) IN
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(1) Includes 28,691,075 Shares directly owned by Dentsu, Inc. and an additional
6,827,629 Shares of which Dentsu, Inc. owns the "bare legal title" (see Item 5),
representing in the aggregate 35,518,704 voting rights of the outstanding Shares
as of December 2, 2003. Also includes usufruct interests in 13,273,020 Shares
(with 26,546,040 voting rights) of which the "bare legal title" is owned by Ms.
Badinter's children. The Reporting Person disclaims beneficial ownership of
Shares and bare legal title owned by Dentsu, Inc. and of the bare legal title
owned by her children. See Item 5.
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This Amendment No. 3 amends the Schedule 13D of Elisabeth Badinter and
relates to ordinary shares, nominal value (euro) 0.40 per share (the "Shares"),
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 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) Generally, Shares entitle the holder thereof to one vote per
Share. However, if the same shareholder holds Shares 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.
As of December 2, 2003, Ms. Badinter owned (1) directly 6,922,320 Shares
(with 13,844,640 voting rights), representing approximately 3.8% of the total
outstanding Shares and approximately 6.5% of the Issuer's voting power (the "EB
Shares") and (2) a usufruct interest ("Usufruct") in 13,273,020 Shares (the
"Usufruct Shares") (with 26,546,040 voting rights), representing approximately
7.3% of the total outstanding Shares and approximately 12.4% 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 at special shareholders meeting of the Issuer.
Dentsu Inc., a Japanese corporation ("Dentsu"), owns 28,691,075 Shares (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 Shares until September 24, 2004 pursuant to the Agreement of Transfer
of the Nue Propriete of certain Shares, 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
15.7% of the total outstanding Shares and the Dentsu Shares and the Dentsu Bare
Legal Title represent approximately 19.5% of the total outstanding Shares and
16.6% of the Issuer's voting power. Dentsu has agreed not to vote a number of
Dentsu Shares and Dentsu Bare Legal Title representing voting power in excess of
15% of the voting power of the Issuer. Based on the total number of outstanding
voting rights of the Issuer as of December 2, 2003, Dentsu would not be entitled
to vote 3,343,846 of its voting rights, corresponding to approximately 1.8% of
the total outstanding Shares and 1.6% of the Issuer's voting power. See Item 6.
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 Shareholders' Agreement between Ms. Badinter and Dentsu described in Item 6
below, 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
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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, as of December 2, 2003, Ms. Badinter may be deemed to
beneficially own 55,713,844 Shares (with 75,909,184 voting rights), representing
30.6% of the total outstanding Shares and 35.4% of its voting power.
All share information and percentages are based on 182,315,289 shares of
the Issuer outstanding (with 214,497,717 voting rights).
(c) Since May 15, 2003, Ms. Badinter has effected the following
transactions in the securities of the Issuer:
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Date Number of Usufructs Sold Per-Unit Sale Price
(Euros)*
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May 15 800,000 6.79
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May 23 100,000 6.79
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June 5 170,000 7.05
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June 13 480,000 7.23
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June 18 600,000 7.37
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June 19 100,000 7.30
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July 28 250,000 6.96
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*Note: These prices reflect only the consideration received by Ms.
Badinter for the value of the Usufructs she sold. The purchasers of
these Usufructs actually purchased a number of Shares equal to the
number of Usufructs sold. Those purchased Shares consisted of both
said Usufructs and the corresponding bare legal title, owned by Ms.
Badinter's children, as described above. The consideration received by
Ms. Badinter in exchange for the Usufructs sold represents 30.0% of
the total consideration paid by the purchasers for the purchased
Shares; the remaining 70.0% was allocated to the bare legal title.
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Date Number of EB Shares Sold Per-Unit Sale Price
(Euros)
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July 30 230,000 23.30
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August 12 500,000 24.52
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August 14 221,000 25.10
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(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.
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of Schedule 13D is hereby amended by the addition of the following:
On December 2, 2003, Ms. Badinter and Dentsu, executed and delivered a
Shareholders' Agreement to govern their relationship as shareholders of the
Issuer. The Shareholders' Agreement supersedes and gives further effect to the
Memorandum of Understanding executed by Ms. Badinter and Dentsu on March 7, 2002
and the Letter Agreement, dated March 7, 2002, of Dentsu Inc.
Under the Shareholders' Agreement, Dentsu is entitled to designate two
members to the Supervisory Board so long as Dentsu 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. Dentsu has agreed to vote (1) to elect Ms. Badinter or her designee
as chairperson of the Supervisory Board; (2) to elect to the Supervisory Board
such persons designated by her; and (3) in favor of appointments of or changes
in the members of management of the Issuer proposed by Ms. Badinter, provided
that Ms. Badinter shall have previously consulted with Dentsu on such
appointments or changes.
The Shareholders' Agreement provides for the creation of a special
committee (the "Committee") by Ms. Badinter and Dentsu, to be composed of
members of the Supervisory Board of the Issuer designated by Ms. Badinter and
Dentsu. Under the Shareholders' Agreement, Ms. Badinter or her designee serves
as chairperson of the Committee. The role of the Committee is to (1) examine all
strategic decisions to be submitted for the approval of the Supervisory Board
and/or the vote of the shareholders' meetings of the Issuer, (2) determine the
vote on matters on which Dentsu has agreed to vote as directed by Ms. Badinter
pursuant to the Shareholders' Agreement, and (3) in the case of a meeting
convened at the direction of Dentsu, examine such other matters identified in
writing by a member of the Committee designated by Dentsu.
In addition, under the Shareholders' Agreement, Dentsu has agreed that,
after due consultation between Dentsu and Ms. Badinter, Dentsu will vote its
Shares as directed by Ms. Badinter on the following matters: (1) specified
decisions to amend the Issuer's by-laws; (2) 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 share capital of the surviving entity in such business
combination, subject to specified requirements; (4) declaration of dividends,
subject to specified limitations; (3) share capital increases to which Dentsu is
entitled to subscribe by using preemptive rights or equivalent rights, subject
to an aggregate limitation of 10% of the outstanding share capital of the Issuer
as of March 7, 2002; and (5) reductions of share capital of the Issuer resulting
from cancellation of shares pursuant to the Issuer's stock repurchase program,
subject to specified limitations.
The Shareholders' Agreement also provides that Dentsu will vote its Shares
as it shall determine after due consultation between Dentsu and Ms. Badinter on
certain specified matters, including with respect to decisions relating to
specified issuances of securities, specified asset
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transfers and specified related party transactions. Dentsu has also agreed to
vote at shareholders' meetings in favor of approval of the financial statements
of the Issuer if specified conditions are satisfied.
Under the Shareholders' Agreement, Dentsu agreed (1) not to transfer any
Shares or any of the warrants that it received in the Publicis/Bcom3 Merger (the
"Warrants") until July 12, 2012, subject to specified exceptions and (2) to be
subject to specified restrictions on any transfer of Shares or Warrants and a
right of first refusal of Ms. Badinter with respect to any transfer, in each
case after July 12, 2012. In addition, with respect to the Bonds Redeemable in
New or Existing Shares ("ORANEs") that Dentsu received in the Publicis/Bcom3
merger, Dentsu agreed under the Shareholders' Agreement to be subject (1) to the
same transfer restrictions and orderly marketing procedures applicable to the
ORANEs received by the former holders of Class A common stock of Bcom3 in
consideration of the Publicis/Bcom3 Merger, for as long as such restrictions
shall be in force and (2) after the termination of such transfer restrictions
and orderly marketing procedures, to the right of first offer by the Issuer
under the terms of the Shareholders' Agreement, dated as of November 30, 2003,
between the Issuer and Dentsu.
Under the Shareholders' Agreement, Dentsu is prohibited from owning, alone
or in concert, at any time more than a number of Shares that entitles Dentsu to
15% of the voting power of the Issuer, as calculated in a manner specified in
the Shareholders' Agreement (the "Permitted Level") and subject to specified
exceptions. Dentsu also agreed not to vote any shares that represent voting
rights in excess of the Permitted Level at any shareholders' meeting of the
Issuer.
In addition, under the Shareholders' Agreement, Dentsu has agreed not to
enter into specified agreements with third parties concerning the direction and
management of the Issuer without the prior written permission of Ms. Badinter or
to permit its affiliates to take certain specified actions that would result in
the requirement to launch a tender offer.
Ms. Badinter agreed in the Shareholders' Agreement to take specified
actions to protect Dentsu against dilution resulting from a capital increase of
the Issuer through the issuance of securities following certain procedures.
The preceding summary of the Shareholders' Agreement is not intended to be
complete and is qualified by reference to the Shareholders' Agreement, which is
filed as an Exhibit hereto and incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Shareholders' Agreement between Madame Elisabeth Badinter and Dentsu
Inc., dated as of November 30, 2003.
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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.
December 5, 2003
/s/ ELISABETH BADINTER
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Elisabeth Badinter
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EXHIBIT INDEX
1. Shareholders' Agreement between Madame Elisabeth Badinter and Dentsu
Inc., dated as of November 30, 2003.