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 May 2003
CORDIANT COMMUNICATIONS GROUP PLC
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(Translation of registrant's name into English)
121-141 Westbourne Terrace
London W2 6JR
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
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: May 19, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
GENERAL UPDATE
Cordiant announced on 29 April 2003 that it had received very preliminary
approaches that could lead to an offer for the company. Since then, Cordiant has
been actively evaluating a range of more detailed proposals, including possible
offers for the company or involving its recapitalisation. Cordiant's Board
continues to pursue discussions with various parties, which it is seeking to
bring to a conclusion in the near future in the best interests of the company
and its clients. However, none of the proposals currently under consideration is
likely to result in an offer at the current share price.
In the meantime, the non-core disposal programme already announced continues to
make good progress and in the case of certain of the company's assets, has
reached an advanced stage.
Throughout these developments, Cordiant has continued to work closely with its
lenders. Cordiant's Board is encouraged by both the support of its lenders and
the constructive discussions that continue concerning the short-term and
long-term funding of the group.
The Board will continue to keep shareholders informed of developments.
12 May 2003
Enquiries:
Cordiant Tel: +44 207 262 4343
David Hearn
Andy Boland
Nathan Runnicles
College Hill Tel: +44 207 457 2020
Alex Sandberg
Adrian Duffield
Forward-looking statements: This press release contains certain "forward-looking
statements" and information that are based on the current expectations,
estimates and projections of Cordiant's management and information currently
available to Cordiant. These statements are not guarantees of future performance
and involve certain risks and uncertainties that are difficult to predict. In
addition, some forward-looking statements are based upon assumptions as to
future events that may not prove to be accurate. These statements typically
contain words such as
Exhibit 1
Page 2
"intends", "expects", "projects", "anticipates", "estimates", "will" and words
of similar import and, in this release, include statements relating to
Cordiant's revenues, profitability, debt restructuring, asset disposals and cost
reduction programme. Cordiant's actual performance could differ materially from
that anticipated depending on, among other things, gains to or losses from its
client base, the amount of revenue derived from clients, the challenges of
managing Cordiant's global operations, including Cordiant's exposure to changes
in the exchange rates of major currencies against the pound sterling, the
general level of advertising expenditures in Cordiant's markets, the overall
level of economic activity in Cordiant's major markets, the restrictions imposed
by Cordiant's indebtedness, Cordiant's ability to restructure its existing
indebtedness, employee costs, the loss of key personnel, future interest rates,
changes in tax rates and other regulations that affect Cordiant's businesses,
and other factors discussed from time to time in Cordiant's public filings with
the U.S. Securities and Exchange Commission, including Cordiant's Annual Report
on Form 20-F. Many of the factors named above are macroeconomic in nature and
are, therefore, beyond the control of Cordiant's management. Should one or more
of these risks or uncertainties materialise, or should underlying assumptions
prove incorrect, actual performance may vary materially from those described
herein as anticipated, believed, estimated, expected, intended, planned or
projected. Cordiant does not intend, and does not assume any obligation, to
update the forward-looking statements contained in this document.