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): _________.
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 17, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
STATEMENT REGARDING EGM REQUISITIONED BY ACTIVE VALUE
On 16 July Cordiant was notified by Messrs Wheatly and Davidson that they
do not intend to stand for election as Cordiant Directors at the Extraordinary
General Meeting requisitioned by a nominee for funds advised by Active Value
("the Requisitioned Meeting").
The resolutions proposed by Active Value for consideration at the
Requisitioned Meeting to be held on 23 July, included Resolutions Nos. 4 and 5
to elect Richard Wheatly and Stephen Davidson, respectively, to the Cordiant
Board, as Chairman and Finance Director and Resolution No. 6, to establish a
committee of the Board comprising Messrs Wheatly and Davidson and authorise them
to appoint a new Chief Executive.
As a result of the withdrawal of Messrs Wheatly and Davidson it will not be
possible for any of Resolutions 4, 5 and 6 to be passed at the Requisitioned
Meeting and they have now been removed from the agenda.
The remaining requisitioned resolutions are still capable of being proposed
at the Requisitioned Meeting. However, the withdrawal of the management team
recommended by Active Value confirms the view of the Cordiant Board that none of
the resolutions proposed by Active Value represent a viable alternative to the
existing strategy that has been recommended by the Board to shareholders, namely
the proposed acquisition of Cordiant by WPP Group plc by means of a statutory
scheme of arrangement (the "WPP Offer").
Accordingly, the Cordiant Board continues to recommend Shareholders to vote
AGAINST all of the surviving Active Value requisitioned resolutions, and in
FAVOUR of the WPP Offer.
16 July 2003
Enquiries:
College Hill Tel: +44 207 457 2020
Alex Sandberg
Adrian Duffield