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 6, 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 and Regulation FD Disclosure.
The exclusive independent auditor for The Interpublic Group of
Companies, Inc. (the "Company") is, has historically been and continues to be
PricewaterhouseCoopers LLP ("PwC").
The Company acquired True North Communications Inc. ("True North") on
July 22, 2001 and NFO Worldwide, Inc. ("NFO") on April 20, 2000 in transactions
accounted for as poolings of interests. As a result of this accounting
treatment, the consolidated financial statements in our annual report on Form
10-K for 2001 include financial data for True North and NFO for periods
preceding the Company's acquisition of these two companies. Accordingly, PwC
states in its report accompanying our 2001 consolidated financial statements
that:
(i) PwC did not audit either the financial statements of True North
for the two years ended December 31, 2000 or the financial
statements of NFO for the year ended December 31, 1999;
(ii) instead, the financial statements of True North and NFO for such
years were audited by Arthur Andersen LLP ("Arthur Andersen");
and
(iii) PwC's audit opinion, insofar as it relates to amounts included
for True North and NFO during such years, is based solely on the
relevant reports of Arthur Andersen.
As a result of these statements in PwC's report, our annual report on Form 10-K
for 2001 includes not only the PwC audit report, but also the audit reports of
Arthur Andersen on which PwC's report relies. Our amended and restated annual
report on Form 10-K/A for 2001, which we filed today, also contains these audit
reports of Arthur Andersen on which PwC's audit report relies. In addition, we
expect that our annual report on Form 10-K for 2002 will include the audit
report of Arthur Andersen relating to True North for the year ended December 31,
2000 and that PwC will rely on this report.
These annual reports on Form 10-K and 10-K/A, including the reports of
Arthur Andersen therein, are incorporated by reference into our effective
registration statements under the Securities Act of 1933, as amended (the
"Act"). However, Arthur Andersen has informed us, subsequent to our filing on
April 1, 2002 of our annual report on Form 10-K for 2001, that Arthur Andersen
can no longer provide any consents to the incorporation by reference of their
reports into our existing and future registration statements.
In connection with this situation, investors should be aware that
Arthur Andersen was found guilty of certain federal obstruction of justice
charges arising from the federal government's investigation of Enron
Corporation. Events arising in connection with this conviction and related
matters are reasonably likely to materially and adversely affect the ability of
Arthur Andersen to satisfy any claims that may be made by investors or by us
with respect to its audit reports and the related financial data included in our
annual reports as described above.
Additionally, because Arthur Andersen will be unable to provide us with
a consent for the inclusion of these reports, investors may not be able to sue
Arthur Andersen pursuant to Section 11 of the Act and rights of recovery under
that section may be limited.
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 6, 2002 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND
SECRETARY