UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 5, 2003
THE INTERPUBLIC GROUP OF COMPANIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-6686 13 -1024020
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File 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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Item 5. Other Events and Regulation FD Disclosure.
On December 5, 2003, The Interpublic Group of Companies, Inc.
("Interpublic") issued a press release, attached hereto as exhibit 99.1, which
is hereby incorporated by reference, announcing a proposed settlement of the
consolidated class action shareholder suits currently pending in federal
district court in New York. The settlement is subject to the execution of a
definitive settlement agreement and approval from the federal district court
judge. Under the proposed settlement, Interpublic will pay $115 million, of
which $20 million will be cash and $95 million will be common stock of
Interpublic. The shares to be disbursed will be valued at $14.50 per share,
thereby resulting in the disbursement of 6,551,725 shares of Interpublic common
stock. The parties to the settlement have also agreed that, should the price of
Interpublic common stock drop below $8.70 per share prior to final approval of
the settlement, Interpublic will issue at its sole discretion either additional
stock or cash so that the consideration for the stock portion of the settlement
will have a total value of $57 million.
Item 7. Financial Statements and Exhibits.
On December 5, 2003, the Company issued a press release announcing a
proposed settlement of the consolidated class actions shareholder suits
currently pending in federal district court in New York, a copy of which is
attached hereto as Exhibit 99.1.
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 5, 2003 by: /s/ NICHOLAS J. CAMERA
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Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
Exhibit 99.1
[INTERPUBLIC LOGO] THE INTERPUBLIC GROUP OF COMPANIES, INC.
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
FOR IMMEDIATE RELEASE
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INTERPUBLIC ANNOUNCES AGREEMENT TO
SETTLE CLASS ACTION SHAREHOLDER SUITS
Charge Taken in Third Quarter in
Anticipation of Potential Settlement
NEW YORK, NY (December 5, 2003) - The Interpublic Group (NYSE: IPG) announced
today that it has reached an agreement to settle the consolidated class action
shareholder suits currently pending in federal district court in New York. The
settlement is subject to the execution of a definitive settlement agreement and
to approval from the federal district court judge. Interpublic is also working
towards a settlement of the other pending lawsuits relating to the 2002 earnings
restatements as part of this same settlement package.
Under terms of the proposed settlement, Interpublic will pay $115 million,
of which $20 million will be cash and $95 million will be common stock of
Interpublic. The shares to be disbursed will be valued at $14.50 per share. The
company will therefore distribute to the class 6,551,725 shares of Interpublic
common stock. The company had disclosed its best estimate for pending legal
actions and consequently taken a charge of $127.6 million in the third quarter
of this year, which included $12.6 million for an unrelated legal settlement.
The parties have also agreed that, should the price of Interpublic common
stock drop below $8.70 per share prior to final approval of the settlement,
Interpublic will issue at its sole discretion either additional stock or cash so
that the consideration for the stock portion of the settlement will have a total
value of $57 million.
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About Interpublic
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Interpublic is one of the world's leading organizations of advertising agencies
and marketing services companies. Major global brands include Draft, Foote, Cone
& Belding Worldwide, Golin/Harris International, Initiative Media, Lowe &
Partners Worldwide, McCann-Erickson, Universal McCann and Weber Shandwick
Worldwide. Leading domestic brands include Campbell-Ewald, Deutsch and Hill
Holliday.
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Contact Information
Press: General Inquiries: Analysts:
Philippe Krakowsky Julie Tu Dan Leib
(212) 399-8088 (212) 445-8456 (212) 621-5767