SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------------------- FORM 8-K ----------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 29, 1997 The Interpublic Group of Companies, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 1-6686 13-1024020 (State or other (Commission (IRS Employer Jurisdiction File Number) Identification of incorporation) Number) 1271 Avenue of the Americas, New York, New York 10020 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 399-8000 ________________________________________________________________ (Former Name or Former Address, if Changed Since Last Report) PAGEItem 9. Sales of Equity Securities Pursuant to Regulation S. On August 29, 1997 The Interpublic Group of Companies, Inc. ("Interpublic") sold 140,915 shares of its common stock, par value $.10 (the "Shares"), to two individual residents of the United Kingdom as a portion, valued at 4,180,000 Pounds Sterling of the total consideration of 4,400,000 Pounds Sterling, for 100% of the issued and outstanding shares of capital stock of The Barnett Fletcher Promotions Company Limited, a U.K. company. The remainder of the purchase price was paid in cash to a third U.K. resident No underwriter or placement agent was used in connection with the sale of the Shares. The transaction was effected in an "offshore transaction" and in accordance with the "offering restrictions" and "no directed selling efforts" requirements of Rule 903(c)(2) of Regulation S under the Securities Act of 1933. 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 hereunto duly authorized. THE INTERPUBLIC GROUP OF COMPANIES, INC. Date: September 8, 1997 By: NICHOLAS J. CAMERA Vice President, General Counsel and Secretary