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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 18, 2001
The Interpublic Group of Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6686 13-1024020
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1271 Avenue of the Americas, New York, New York 10020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 212-399-8000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On May 21, 2001, The Interpublic Group of Companies, Inc. issued a
press release, a copy of which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibit 99.1: Press Release of The Interpublic Group of Companies, Inc.,
dated May 21, 2001, reporting that the Hart-Scott-Rodino Antitrust Improvements
Act waiting period has expired relating to the proposed merger with True North
Communications Inc.
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: May 21, 2001 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
[The Interpublic Group of Companies, Inc. Letteryead]
FOR IMMEDIATE RELEASE Contact: Susan Watson
(212) 399-8208
Kathryn Woods
(212) 727-5582
INTERPUBLIC AND TRUE NORTH REPORT THAT WAITING PERIOD IN
CONNECTION WITH HART-SCOTT-RODINO FILING HAS EXPIRED
New York, NY (May 21, 2001) - The Interpublic Group of Companies (NYSE: IPG) and
True North Communications Inc. (NYSE: TNO) reported that the waiting period in
connection with their Hart-Scott-Rodino Act filing expired on May 18, 2001
without request for further information. This filing regarding the proposed
merger of True North and Interpublic was made on April 18, 2001. The merger
remains subject to additional conditions, including the receipt of True North
stockholder approval and appropriate international regulatory clearances from
the European Union and other authorities.
Interpublic and True North said that they expect the merger, which will create
the world's largest marketing communications and services group, to close this
summer.
About Interpublic
The Interpublic Group of Companies, Inc., is one of the largest global
organizations of advertising agencies and marketing communications companies.
Its major worldwide companies include McCann-Erickson WorldGroup, The Lowe
Group, Draft Worldwide, Initiative Media Worldwide, Octagon, NFO Worldwide and
the Allied Communications Group. It reported revenue of $5.6 billion in 2000.
About True North
True North Communications is one of the world's top 10 global advertising and
communications holding companies. It has three major global brands: FCB
Worldwide, advertising; BSMG Worldwide, public relations; and Marketing Drive
Worldwide, marketing services. Other True North brands include Bozell Group, New
America Strategies Group, Temerlin McClain, R/GA, and TN Media. True North also
has a stake in the German-based agency, Springer & Jacoby. True North had 2000
revenues of $1.5 billion.
Cautionary Statement
This press release contains forward-looking statements. Statements that are not
historical fact, including statements about Interpublic's or True North's
beliefs and expectations constitute forward-looking statements. These
statements, including the statement in this press release about the expected
timing for the completion of the proposed merger, are based on current plans,
estimates and projections, and therefore undue reliance should not be placed on
them. Forward-looking statements speak only as of the date they are made, and
Interpublic and True North undertake no obligation to update publicly any of
them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. Interpublic
and True North caution that the satisfaction of regulatory conditions and other
developments may jeopardize or delay completion of the proposed merger or may
reduce the anticipated benefits of the proposed merger.
The Interpublic Group of Companies, Inc. and True North Communications Inc. have
filed a proxy statement/prospectus with the Securities and Exchange Commission
concerning the proposed merger pursuant to which True North would become a
wholly-owned subsidiary of Interpublic. INVESTORS AND SECURITYHOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY AMENDMENT TO THE PROXY
STATEMENT/PROSPECTUS BECAUSE THE PROXY STATEMENT CONTAINS, AND ANY AMENDMENT TO
THAT DOCUMENT WILL CONTAIN, IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders are able to obtain the proxy
statement/prospectus, and will be able to obtain any amendments to that
document, free of charge at the SEC's website (www.sec.gov/EDGAR), or at the
SEC's public reference room located at 450 Fifth Street, NW, Washington, DC
20549. Please call the SEC at 1-800-SEC-0330 for further information about the
public reference room. In addition, documents filed with the SEC by Interpublic
and True North may be obtained free of charge by contacting The Interpublic
Group of Companies, Inc., 1271 Avenue of the Americas, New York, NY, 10020,
Attn: Investor Relations (tel: 212-399-8057), or True North Communications Inc.
at 101 East Erie Street, Chicago, IL, 60611, Attn: Corporate Communications
(tel: 312-425-6500). INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS, AND
ANY AMENDMENTS THERETO, CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION. True North and certain other persons referred to below may be deemed
to be participants in the solicitation of proxies of True North's stockholders
to approve and adopt the merger agreement with Interpublic. The participants in
this solicitation may include the directors and executive officers of True
North, who may have an interest in the transaction as a result of holding shares
or options of True North. A detailed list of the names and interests of True
North's directors and executive officers, and of their ownership interests in
True North, is contained and/or incorporated by reference in the proxy
statement/prospectus.
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