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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 14, 2002
(Date of earliest event reported)
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6686 13-1024020
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) Identification no.)
1271 Avenue of the Americas, New York, New York, 10020 (Tel.: (212) 399-8000)
- --------------------------------------------------------------------------------
(Address and telephone number of the registrant's principal executive offices)
The Interpublic Group of Companies, Inc.
Current Report on Form 8-K
Item 7. Exhibits.
Exhibit Number Description of Document
- -------------- -----------------------
99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code), filed solely
for purposes of incorporation by reference into Item 9
herein.
99.2 Statement under oath of Principal Executive Officer pursuant
to Section 21(a)(1) of the Securities Exchange Act of 1934.
99.3 Statement under oath of Principal Financial Officer pursuant
to Section 21(a)(1) of the Securities Exchange Act of 1934.
Item 9. Regulation FD Disclosure.
On August 14, 2002, The Interpublic Group of Companies, Inc. (the "Company")
filed with the Securities and Exchange Commission its Quarterly Report on Form
10-Q for the quarter ended June 30, 2002 accompanied by the certification of
John J. Dooner, Jr., Chief Executive Officer, and Sean F. Orr, Chief Financial
Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code). In addition, the Company filed with the Securities and Exchange
Commission a "Statement Under Oath of Principal Executive Officer and Principal
Financial Officer Regarding Facts and Circumstances Relating to Exchange Act
Filings" for each of its Chief Executive Officer and Chief Financial Officer,
pursuant to an Order issued by the Securities and Exchange Commission on June
27, 2002. Conformed copies of the certification, the statement under oath of
Principal Executive Officer and the statement under oath of Principal Financial
Officer are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and
are incorporated herein solely for purposes for this Item 9.
Signature
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.
By: /s/ Nicholas J. Camera
-------------------------------
Nicholas J. Camera
Senior Vice President, General
Counsel & Secretary
Date: August 14, 2002
Index to Exhibits
Exhibit Number Description of Document
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99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code), filed solely
for purposes of incorporation by reference into Item 9
herein.
99.2 Statement under oath of Principal Executive Officer pursuant
to Section 21(a)(1) of the Securities Exchange Act of 1934.
99.3 Statement under oath of Principal Financial Officer pursuant
to Section 21(a)(1) of the Securities Exchange Act of 1934.
Exhibit 99.1
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18,
United States Code)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), each
of the undersigned officers of The Interpublic Group of Companies, Inc., a
Delaware corporation (the "Company"), does hereby certify, to the best of such
officer's knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
(the "Form 10-Q") of the Company fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained
in the Form 10-Q fairly presents, in all material respects, the financial
condition and results of operations of the Company.
Dated: August 14, 2002
/s/ John J. Dooner, Jr.
------------------------
John J. Dooner, Jr.
Chief Executive Officer
Dated: August 14, 2002
/s/ Sean F. Orr
------------------------
Sean F. Orr
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to
section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of
section 1350, chapter 63 of title 18, United States Code) and is not being filed
as part of the Form 10-Q or as a separate disclosure document.
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS
AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, John J. Dooner, Jr., state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of The Interpublic Group of Companies, Inc., and, except as corrected and
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
The Interpublic Group of Companies, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of The Interpublic Group of Companies, Inc. filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ John J. Dooner, Jr. Subscribed and sworn to
----------------------------- before me this 14th day of
John J. Dooner, Jr. August __, 2002
Chief Executive Officer
August 14, 2002
/s/ Mitchell S. Gendel
----------------------------
Notary Public
My Commission Expires:
February 11, 2006
Exhibit 99.3
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS
AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS
I, Sean F. Orr, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of The Interpublic Group of Companies, Inc., and, except as corrected and
supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact
as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed); and
o no covered report omitted to state a material fact necessary to make
the statements in the covered report, in light of the circumstances
under which they were made, not misleading as of the end of the
period covered by such report (or in the case of a report on Form
8-K or definitive proxy materials, as of the date on which it was
filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the year ended December 31, 2001 of
The Interpublic Group of Companies, Inc.;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive
proxy materials of The Interpublic Group of Companies, Inc. filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ Sean F. Orr Subscribed and sworn to
----------------------------- before me this 14th day of
Sean F. Orr August __, 2002
Chief Financial Officer
August 14, 2002
/s/ Mitchell S. Gendel
----------------------------
Notary Public
My Commission Expires:
February 11, 2006