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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): November 13, 2002
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.
The text of a press release dated November 13, 2002, issued by The
Interpublic Group of Companies, Inc. (the "Company"), is attached as Exhibit
99.1 hereto and is incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
99.1 Press Release issued by the Company, dated November 13, 2002.
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: November 14, 2002 By: /s/ Nicholas J. Camera
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Name: Nicholas J. Camera
Title: Senior Vice President, General
Counsel and Secretary
Exhibit 99.1
(GRAPHIC OMITTED) THE INTERPUBLIC GROUP OF COMPANIES, INC.
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
For Immediate Release
INTERPUBLIC REPORTS THIRD QUARTER EPS OF $.02
COMPANY PLANS TO FILE 10Q ON NOVEMBER 19
EARNINGS RESTATEMENT FINALIZED AT $181.3 MILLION
NEW YORK, NY (November 13, 2002)--The Interpublic Group of Companies, Inc.,
today reported revenue of $1.50 billion and earnings of $.02 per share for the
quarter ended September 30, 2002. Third quarter results are lower than
previously forecast due to unanticipated charges at McCann-Erickson. Third
quarter results exclude any effect of the restatement of prior period results,
as discussed below.
Interpublic has notified the SEC that it plans to avail itself of a five-day
extension to the November 14 deadline for filing its 10-Q report to allow the
company time to finalize the impact of the restatement on previously issued
quarterly and annual financial statements. This will involve assigning portions
of the restatement to the appropriate prior reporting periods.
The final amount of the restatement is $181.3 million, which reduces previously
reported pre-tax income, substantially all of which is related to periods 2001
and prior.
The activity that led to the restatement, all of which is non-cash in nature,
had no impact on client funds.
Organizational Initiatives
Interpublic has initiated searches for a Chief Operating Officer of the
corporation and for a new Chief Financial Officer of McCann-Erickson WorldGroup.
Additional Disclosure
The company will release a detailed analysis of its third quarter performance on
Tuesday, November 19, following the 4 PM close of the New York Stock Exchange.
Conference call details for November 19 will be available shortly.
Conference Call
Management will host a briefing to discuss the content of this release at 5PM
today. Investors are invited to access the call at the company's website,
www.interpublic.com.
About Interpublic
The Interpublic Group of Companies is among the world's largest advertising and
marketing organizations. Its five global operating groups are the
McCann-Erickson WorldGroup, the Partnership, FCB Group, Interpublic Sports and
Entertainment Group and Advanced Marketing Services. Major brands include Draft
Worldwide, Foote Cone & Belding Worldwide, Golin/Harris International, NFO
WorldGroup, Initiative Media, Lowe & Partners Worldwide, McCann-Erickson,
Octagon, Universal McCann and Weber Shandwick.
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Contact Information
Press: Investors:
Philippe Krakowsky Susan Watson
(212) 399-8088 (212) 399-8208
Cautionary Statement
This document contains forward-looking statements. Interpublic's representatives
may also make forward-looking statements orally from time to time. Statements in
this document that are not historical facts, including statements about
Interpublic's beliefs and expectations, particularly regarding recent business
and economic trends, the integration of acquisitions and restructuring costs,
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. A number of
important factors could cause actual results to differ materially from those
contained in any forward-looking statement. Such factors include, but are not
limited to, those associated with the effects of national and regional economic
conditions, the effect of national or global conflicts, Interpublic's ability to
attract new clients and retain existing clients, the financial success of
Interpublic's clients, developments from changes in the regulatory and legal
environment for advertising and marketing and communications services companies
around the world, the results of the review of the facts relating to the
proposed restatement of financial results, the audit of restated financial
statements and the successful completion and integration of acquisitions which
complement and expand Interpublic's business capabilities.
One of Interpublic's business strategies is to acquire businesses that
complement and expand Interpublic's current business capabilities. Accordingly,
Interpublic is usually engaged in evaluating potential acquisition candidates.
Interpublic is frequently engaged in a number of preliminary discussions that
may result in one or more substantial acquisitions. These acquisition
opportunities require confidentiality and from time to time give rise to bidding
scenarios that require quick responses by Interpublic. Although there is
uncertainty that any of these discussions will result in definitive agreements
or the completion of any transactions, the announcement of any such transaction
may lead to increased volatility in the trading price of Interpublic's
securities.
Moreover, the success of recent or contemplated future acquisitions will depend
on the effective integration of newly-acquired businesses into Interpublic's
current operations. Important factors for integration include realization of
anticipated synergies and cost savings and the ability to retain and attract new
personnel and clients.
In addition, Interpublic's representatives may from time to time refer to "pro
forma" financial information. Because "pro forma" financial information by its
very nature departs from traditional accounting conventions, this information
should not be viewed as a substitute for the information prepared by Interpublic
in accordance with Generally Accepted Accounting Principles, including the
balance sheets and statements of income and cash flow contained in Interpublic's
quarterly and annual reports filed with the SEC on Forms 10-Q and 10-K.
Investors should evaluate any statements made by Interpublic in light of these
important factors.