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 July 2003
CORDIANT COMMUNICATIONS GROUP PLC
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(Translation of registrant's name into English)
1-5 Midford Place
London W1T 5BH
England
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(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
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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
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If "Yes" is marked, indicate below the File Number assigned to the registrant in
connection with Rule 12g3-2(b):
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FORWARD LOOKING AND CAUTIONARY STATEMENTS
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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
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Title: Director and Chief Executive Officer
Date: July 23, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
RESULTS OF SHAREHOLDER MEETINGS
Cordiant announces the results of the four shareholder meetings held on 23 July
2003.
At the extraordinary general meeting earlier today relating to the proposed
disposal of FD International, the transaction was approved. Completion is
expected to take place tomorrow following the receipt today of the German
Federal Cartel Office's approval.
The Board is pleased to announce that at the Court meeting and extraordinary
general meeting relating to the proposed acquisition of Cordiant by WPP Group
plc ("WPP") by means of a scheme of arrangement ("the Scheme"), shareholders
overwhelmingly approved the Scheme and the Special Resolution in connection with
it.
At the requisitioned extraordinary general meeting to consider the resolutions
proposed by Active Value, resolutions 1, 2 and 3 relating to removal of certain
Directors were passed by shareholders. As a result David Hearn and Andy Boland
have left the Board, but continue in their roles as Group Chief Executive and
Group Finance Director. Nigel Stapleton has also left the Board, and has been
replaced as Chairman on an interim basis by Rolf Stomberg. The continuing Board
would like to thank all three directors for the significant contribution each
has made to the Group.
Although a significant majority of the votes cast by shareholders other than
Active Value were in favour of retaining the three Directors, Active Value's
votes for removal were sufficient to pass the resolutions.
Resolutions 4,5 and 6 were removed from the agenda following the withdrawal of
those individuals that Active Value had proposed would be the replacement senior
management team. Given the timeline through to completion of the Scheme,
Cordiant will not be seeking to appoint new Executive Directors as both David
Hearn and Andy Boland will continue to retain the same duties and
responsibilities as before, save for their Executive Directorships.
The remaining requisitioned resolutions numbered 7 and 8 were also passed.
However, these resolutions were framed to deal with a situation which has been
superseded by events, and are inconsistent with the overwhelming approval by
Cordiant shareholders (including Active Value) of the Scheme. Therefore they are
of no practical effect.
The Court Hearing of Cordiant's petition to sanction the Scheme will take place
on 31 July 2003. Subject to the Scheme receiving the sanction of the Court at
that time, the effective date of the Scheme is expected to be 1 August 2003.
Dealings in the new WPP shares to be issued as consideration to Cordiant
shareholders are expected to commence on 1 August 2003.
23 July 2003