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): December 11, 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 December 11, 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.
Exhibits.
99.1 Press Release dated December 11, 2001.
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: December 12, 2001 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
EXHIBIT INDEX
Exhibits.
99.1 Press Release dated December 11, 2001.
EXHIBIT 99.1
INTERPUBLIC PRICES OFFERING OF 20-YEAR ZERO-COUPON
CONVERTIBLE SENIOR NOTES
New York, NY (December 11, 2001)--The Interpublic Group of Companies, Inc.
(NYSE: IPG) today announced the pricing of its Rule 144A offering of
20-year zero-coupon convertible senior notes. Gross proceeds from the issue
are expected to be approximately $500 million.
The notes, which carry a 1% yield to maturity, will be convertible into
Interpublic common shares at an initial conversion price of $35.90,
representing a 32% conversion premium. The notes will not be redeemable by
Interpublic before December 14, 2006. In addition, the Company may be
required to repurchase notes at their accreted value, at the option of the
holders, on December 14, 2003, 2004, 2005, 2006, 2011, or 2016, and in
certain other circumstances.
Sean F. Orr, Executive Vice President and Chief Financial Officer,
commented: "Interpublic is taking advantage of favorable market conditions
to reduce its borrowing costs and increase its financial flexibility. We
expect this transaction to be accretive to earnings in 2002."
Net proceeds from the offering will be used primarily for the repayment of
existing short-term and long-term indebtedness.
The Interpublic Group of Companies is one of the world's leading
organizations of advertising agencies and marketing services companies. Its
four global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group and Advanced Marketing Services. Major global brands
include Draft Worldwide, Foote, Cone & Belding Worldwide, Golin/Harris
International, Initiative Media, Lowe Worldwide, McCann-Erickson, Octagon,
Universal McCann and Weber Shandwick.
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The notes to be offered have not been and, at the time of the offering,
will not be registered under the Securities Act of 1933, or any state
securities laws, and may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the registration
requirements of the Securities Act of 1933 and applicable state securities
laws.
This news release shall not constitute an offer to sell or a solicitation
of an offer to buy, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities law of
any such state or jurisdiction.
Cautionary Statement
This document contains forward-looking statements. Statements that are not
historical fact, including statements about Interpublic's beliefs and
expectations constitute forward-looking statements. These statements 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 undertakes 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 cautions that a number of important factors
could cause actual results to differ materially from those contained in any
forward-looking statements. Such factors include, but are not limited to,
those discussed in Interpublic reports filed with the SEC on Forms 10-K,
10-Q and 8-K.