UNITED STATES
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 19, 2004
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 19, 2004, The Interpublic Group of Companies, Inc. ("Interpublic")
issued a press release, attached hereto as Exhibit 99.1, which is hereby
incorporated by reference, announcing that on April 19, 2004, Interpublic and
its subsidiary, Silverstone Motorsports Limited ("Silverstone Motorsports"),
reached an agreement with Formula One Administration Limited (the "FOA") to
terminate and release their respective promoter and guarantee obligations
relating to the British Grand Prix held at the Silverstone race track in the
United Kingdom. Under this agreement, Interpublic and Silverstone Motorsports
will be released from their obligations immediately following the British Grand
Prix in July 2004. In exchange for the early termination of the obligations and
liabilities of Interpublic and Silverstone Motorsports, Interpublic will pay a
total of $93 million to the FOA in two equal installments. The first installment
of $46.5 million was paid by Interpublic on April 19, 2004, and the second
installment of $46.5 million will be payable on May 24, 2004.
Following this transaction, Silverstone Motorsports and Interpublic will
continue to be responsible for operating the Silverstone race track and will
remain subject to certain obligations under the original Silverstone lease and
associated agreements with the British Racing Drivers Club ("BRDC") and its
subsidiary, Silverstone Estates Limited. Interpublic expects that its remaining
contractual commitments in connection with the Silverstone race track will be
approximately $62 million in total, to be paid out through the end of 2007. This
estimated amount is based on termination of the Silverstone lease at the end of
2007, and includes payment of remaining amounts under the promoters agreement
for the 2004 British Grand Prix. As a consequence of this transaction,
Interpublic will recognize an accounting charge of $93 million in its statement
of operations in the second quarter of 2004. In addition, based on the
historical financial results of the Silverstone motorsports operations,
Interpublic expects that this business will continue to have additional
operating losses through the end of 2007.
Interpublic intends to review its future position at the Silverstone race track
with the BRDC promptly following this transaction, although there can be no
assurance that such negotiations will result in an acceptable transaction.
Interpublic's ultimate objective remains a full exit from all motorsports
related activities.
Cautionary Statement
This press release 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
ongoing liabilities following the early termination of the Silverstone event and
promoters agreements, recent business and economic trends, the impact of
litigation, the SEC investigation, dispositions, impairment charges, and the
integration of acquisitions and restructuring costs, constitute forward-looking
statements. These statements are based on current plans, estimates and
projections, and are subject to change based on a number of factors, including
those outlined in this section. 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 risk factors include, but are
not limited to, the following:
o potential legal challenges to the validity of the agreement terminating the
event and promoters contracts at the Silverstone race track;
o potential claims relating to termination of the Silverstone lease
contracts;
o risks associated with the effects of global, national and regional economic
and political conditions;
o Interpublic's ability to attract new clients and retain existing clients;
o the financial success of Interpublic's clients;
o Interpublic's ability to retain and attract key employees;
o developments from changes in the regulatory and legal environment for
advertising and marketing and communications services companies around the
world;
o potential adverse effects if Interpublic is required to recognize
additional impairment charges or other adverse accounting related
developments;
o potential adverse developments in connection with the SEC investigation;
o risks associated with Interpublic's remaining motorsports commitments;
o potential downgrades in the credit ratings of Interpublic's securities; and
o the successful completion and integration of acquisitions which complement
and expand Interpublic's business capabilities.
Investors should carefully consider these risk factors and the additional risk
factors outlined in more detail in Interpublic's Form 10-K and other SEC
filings.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1: Press Release of Interpublic, dated April 19, 2004.
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 19, 2004 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Interpublic, dated April 19, 2004.
Exhibit 99.1
THE INTERPUBLIC GROUP OF COMPANIES, INC.
[INTERPUBLIC LOGO]
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
FOR IMMEDIATE RELEASE
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INTERPUBLIC NEGOTIATES RELEASE FROM
FORMULA ONE RIGHTS CONTRACT
Lease of Silverstone and Related Obligations Remain
NEW YORK, NY (April 19, 2004) - The Interpublic Group (NYSE: IPG) announced
today that it had reached agreement to terminate its contract and related
commitments with Formula One Administration Limited relating to the British
Grand Prix, held at the Silverstone auto racing circuit in the United Kingdom.
Under this agreement, following the completion of the 2004 race this
July, Interpublic and its subsidiary, Silverstone Motorports Limited, will be
released from their obligations to promote the British Grand Prix. In exchange
for the early termination of these obligations (which could otherwise have been
in effect until 2015) and all attendant liabilities, Interpublic will pay $93
million to Formula One Administration. As a consequence of this transaction,
Interpublic will recognize an accounting charge of $93 million in its statement
of operations for the second quarter of 2004.
Subsequent to this transaction, Interpublic will remain bound under its
Silverstone lease and its related obligations to the British Racing Drivers
Club. These remaining contractual commitments connected with Silverstone are
expected to approximate $62 million, to be paid through the end of 2007. This
estimate is based on early termination of the Silverstone lease in 2007 and
includes payments of remaining amounts under the promoters agreement for the
2004 British Grand Prix.
"This is another important step in our turnaround," said Interpublic
Chairman and CEO David Bell. "From the point at which I was asked to lead this
company, I have made it clear that it is inappropriate for us to be involved in
owning or operating venue-based motor sports businesses. We are pleased to have
moved closer to completing our exit from the motor sports business."
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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, Octagon, Universal McCann and Weber
Shandwick Worldwide. Leading domestic brands include Campbell-Ewald, Deutsch and
Hill Holliday.
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Contact Information
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General Inquiries:
Julie Tu, Financial Relations Board
(212) 445-8456
Media:
Philippe Krakowsky, Interpublic Group of Companies, Inc.
212-399-8088
Analysts:
Dan Leib, Interpublic Group of Companies, Inc.
(212) 621-5767
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Cautionary Statement
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This press release 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
ongoing liabilities following the early termination of the Silverstone event and
promoters agreements, recent business and economic trends, the impact of
litigation, the SEC investigation, dispositions, impairment charges, and the
integration of acquisitions and restructuring costs, constitute forward-looking
statements. These statements are based on current plans, estimates and
projections, and are subject to change based on a number of factors, including
those outlined in this section. 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 risk factors include, but are
not limited to, the following:
o potential legal challenges to the validity of the agreement terminating the
event and promoters contracts at the Silverstone race track;
o potential claims relating to termination of the Silverstone lease
contracts;
o risks associated with the effects of global, national and regional economic
and political conditions;
o Interpublic's ability to attract new clients and retain existing clients;
o the financial success of Interpublic's clients;
o Interpublic's ability to retain and attract key employees;
o developments from changes in the regulatory and legal environment for
advertising and marketing and communications services companies around the
world;
o potential adverse effects if Interpublic is required to recognize
additional impairment charges or other adverse accounting related
developments;
o potential adverse developments in connection with the SEC investigation;
o risks associated with Interpublic's remaining motorsports commitments;
o potential downgrades in the credit ratings of Interpublic's securities; and
o the successful completion and integration of acquisitions which complement
and expand Interpublic's business capabilities.
Investors should carefully consider these risk factors and the additional risk
factors outlined in more detail in Interpublic's Form 10-K and other SEC
filings.