FORM 6 - K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of June 2003 CORDIANT COMMUNICATIONS GROUP PLC -------------------------------------------- (Translation of registrant's name into English) 121-141 Westbourne Terrace London W2 6JR England -------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F --- --- Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes No X --- --- If "Yes" is marked, indicate below the File Number assigned to the registrant in connection with Rule 12g3-2(b): -----------------------. FORWARD LOOKING AND CAUTIONARY STATEMENTS ----------------------------------------- This report contains certain "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions identify forward looking statements. The Registrant has based these forward looking statements largely on its current expectations and projections about future events and financial trends affecting its business. These forward looking statements include statements relating to trends in the advertising and marketing services industry, particularly with respect to anticipated advertising expenditures in the world's advertising markets. Actual advertising expenditures may differ materially from the estimates contained therein depending on, among other things, regional, national and international political and economic conditions, technological changes, the availability of media and regulatory regimes in the world's advertising markets. Additionally, this report contains a number of "forward looking statements" relating to the Registrant's performance. The Registrant's actual results could differ materially from those anticipated, depending on, among other things, gains to or losses from its client base, the amount of revenue derived from clients, the Registrant's exposure to changes in the exchange rates of major currencies against the pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom), the general level of advertising expenditures in the Registrant's markets referred to above and the overall level of economic activity in the Registrant's major markets as discussed above. The Registrant's ability to reduce its fixed cost base in the short term is limited and therefore its trading performance can be significantly affected by variations in the level of its revenues. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CORDIANT COMMUNICATIONS GROUP PLC (Registrant) By: /s/ David Hearn ------------------------------------- Title: Director and Chief Executive Officer Date: June 18, 2003 Exhibit 1 CORDIANT COMMUNICATIONS GROUP PLC ("Cordiant") GENERAL UPDATE The boards of Cordiant and WPP Group plc ("WPP") announce that, with the agreement of the majority of Cordiant's secured lenders, they are in exclusive and advanced negotiations with a view to the acquisition by WPP of Cordiant by means of a recommended scheme of arrangement. Cordiant and WPP expect to make a further announcement in the near future. 17 June 2003 Enquiries: College Hill Tel: +44 207 457 2020 Alex Sandberg Adrian Duffield WPP Tel: +44 207 466 5000 Buchanan Communications Richard Oldworth Mark Edwards