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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): April 7, 2003
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.
On April 7, 2003, 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 and Exhibits.
Exhibit 99.1: Press Release of The Interpublic Group of Companies, Inc., dated
April 7, 2003.
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: April 9, 2003 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
Exhibit 99.1
[THE INTERPUBLIC GROUP OF COMPANIES, INC. LOGO]
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
FOR IMMEDIATE RELEASE
INTERPUBLIC ANNOUNCES FINAL RESULTS OF TENDER OFFER FOR ANY AND
ALL OF ITS ZERO COUPON CONVERTIBLE SENIOR NOTES DUE 2021
NEW YORK, NY (April 7, 2003) -The Interpublic Group of Companies, Inc. (NYSE:
IPG) today announced final results of its tender offer for any and all of its
outstanding zero coupon convertible senior notes issued in December 2001. The
tender offer expired at 12:00 midnight, New York City time, on Friday, April 4,
2003.
Interpublic has been advised by the depositary that, as of the expiration time
of the offer, approximately $700.5 million in aggregate principal amount at
maturity of notes (or 99.79% of the issue) had been validly tendered and not
withdrawn pursuant to the tender offer (including $118.2 million of notes
tendered pursuant to the procedures for guaranteed delivery). Interpublic has
accepted for purchase, at a price of $829.88 per $1,000 principal amount at
maturity, all of the notes validly tendered and not withdrawn pursuant to the
tender offer. The cash payment required to complete the tender offer is
approximately $581.3 million. Payment for the notes accepted for purchase is
expected to occur on or about Tuesday, April 7, 2003.
Salomon Smith Barney Inc. served the dealer manager for the tender offer; Mellon
Investor Services LLC served as the information agent and the depositary.
About Interpublic
The Interpublic Group is among the world's largest advertising and marketing
organizations. Its global operating groups are McCann-Erickson WorldGroup, The
Partnership, FCB Group and Interpublic Sports and Entertainment Group. Major
global brands include Draft Worldwide, Foote, Cone & Belding Worldwide,
Golin/Harris, 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 impact of litigation, dispositions, impairment charges,
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 global, national and regional
economic and political conditions, 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
and the successful completion and integration of acquisitions which complement
and expand Interpublic's business capabilities.
Interpublic's liquidity could be adversely affected if Interpublic is unable to
access capital or to raise proceeds from asset sales. In addition, Interpublic
could be adversely affected by developments in connection with the purported
class actions and derivative suits that it is defending or the SEC investigation
relating to the restatement of its financial statements. Its financial condition
and future results of operations could also be adversely affected if Interpublic
recognizes additional impairment charges due to future events or in the event of
other adverse accounting-related developments.
At any given time Interpublic may be engaged in a number of preliminary
discussions that may result in one or more acquisitions or dispositions. These
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.
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, including information before taking into account
specified items. 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 GAAP, 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.