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): June 25, 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.)
1114 Avenue of the Americas, New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 212-704-1200
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure.
On June 25, 2004, The Interpublic Group of Companies, Inc. (the
"Company") issued a press release announcing a number of significant changes in
its management, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Michael Roth, Chairman and CEO of The MONY Group and a Board member of
the Company since 2002, has agreed to become Chairman of the Company, effective
on or about July 15, 2004, after the anticipated closing date of the sale of
MONY Group to AXA Financial Services Group. Christopher Coughlin, the Company's
Chief Operating Officer and Chief Financial Officer since June 2003, will retire
at the end of 2004.
Michael Roth is relinquishing his position on the Audit Committee of
the Board to permit the Company to comply with applicable corporate governance
requirements. The Audit Committee will continue to include its other current
members: Reginald K. Brack, Jill M. Considine, Richard A. Goldstein, H. John
Greeniaus and J. Phillip Samper. In addition, Chris Coughlin is relinquishing
his seat on the Board to permit the Company to continue to comply with
applicable requirements that it maintain a majority of directors who are
independent as defined under NYSE rules.
Robert Thompson, currently Senior Vice President, Finance, will assume
Mr. Coughlin's Chief Financial Officer title and responsibilities. Mr.
Thompson's promotion to Executive Vice President and CFO of the Company will be
effective after the end of the second quarter of 2004. The Company's major
operating unit management, as well as corporate staff, will continue to report
to President and Chief Executive Officer David Bell.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1: Press Release of the Company, dated June 25, 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: June 29, 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 the Company, dated June 25, 2004.
Exhibit 99.1
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FOR IMMEDIATE RELEASE
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INTERPUBLIC NAMES MICHAEL ROTH CHAIRMAN
Robert Thompson Promoted to Chief Financial Officer
As Chris Coughlin Decides to Retire at Year-End
New York, NY (June 25, 2004) - Interpublic Group (NYSE: IPG) today announced a
number of significant changes in its top management ranks. Michael Roth, 58,
Chairman and CEO of The MONY Group and an Interpublic Board member since 2002,
has agreed to join the marketing services company as Chairman, effective on or
about July 15, after the anticipated closing date of the sale of MONY Group to
AXA Financial Services Group. Christopher Coughlin, 51, Interpublic's Chief
Operating Officer and Chief Financial Officer since June 2003, has decided to
retire at the end of 2004. Robert Thompson, 51, currently Senior Vice President,
Finance, will assume Coughlin's Chief Financial Officer title and
responsibilities. Mr. Thompson's promotion to Executive Vice President and CFO
takes effect after the end of the second quarter. Interpublic's major operating
unit management, as well as corporate staff, will continue to report to
President and Chief Executive Officer David Bell.
"We are fortunate that an executive of Michael Roth's caliber and intellect was
available to join Interpublic at this pivotal time," said David Bell. "Michael
is a terrific operator and a great financial executive. He has worked both in
the professional services sector and in a diversified holding company
environment for many years. He knows our company very well and is highly
regarded by our leadership team. I know he will make immediate and lasting
contributions to our change efforts and I look forward to partnering with him."
Mr. Bell added that, "Chris Coughlin helped bring enhanced financial discipline
to the organization and recruit a number of first-class professionals, such as
Bob Thompson and most recently Corporate Controller and Chief Accounting Officer
Nick Cyprus. This team will continue to move us forward in meeting our goals of
improving margins and achieving greater financial accountability and
reliability. We thank Chris for his many contributions and wish him well in the
future."
"I have enjoyed being a part of the first stage of building a new Interpublic,"
said Mr. Coughlin. "We have succeeded in stabilizing the company, strengthening
its financial condition and putting into place the foundation for future growth.
However, as I considered my long-term future in a global corporate setting such
as this one, I concluded that there are other priorities I would like to honor
at this point in my life, such as spending more time with my family and other
personal pursuits. I have therefore decided to retire at the end of 2004. The
fact that we've added to our bench strength in financial and operational areas
assisted me in making this deeply personal decision. Of course, I'll be
available to Michael and to David in any way they ask until year-end."
According to Mr. Roth, "During the past several years, I've come to know and
appreciate Interpublic's great potential. Clearly, David and I have very
complementary strengths. We also have a strong personal relationship. As the
company moves into the second phase of its turnaround, his time will
increasingly need to be focused on the company's clients, its people and the
competitive vitality of its brands. I look forward to helping free David to
devote even more of his talents to these important areas, as well as to working
with Bob Thompson and the major unit heads to improve operating performance."
Michael Roth began his career at The MONY Group in 1989 as Executive Vice
President and Chief Financial Officer, was named President and Chief Operating
Officer in 1991 and became Chairman and Chief Executive Officer in 1993. As
Chairman and CEO, Roth's vision for the company focused on an advisory-based
model, in which the company provides value-added expertise and service to design
financial solutions that meet the individualized needs of customers. Under his
leadership, the company diversified its business mix, broadened its distribution
channels and enhanced its ability to compete in the dynamic financial services
marketplace. Today, The MONY Group is a financial services holding company that
provides a wide range of protection, asset accumulation and retail brokerage
products and services through its various member companies. Prior to joining
MONY, Roth was Executive Vice President and Chief Financial Officer of Primerica
Corporation and a Partner at Coopers & Lybrand.
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Interpublic will host a conference call on Friday, June 25 at 8:45 AM EST to
discuss these developments.
To join the conference call, please dial 1-888-396-2386. For those outside the
United States, please call 1-617-847-8712. The call will begin promptly at
8:45AM EST.
This call will be recorded, and will be available for review by dialing
1-888-286-8010 followed by the reservation # 9645808 between 10:45 AM EST on
June 25, 2004 and 11:59 PM EST on June 29, 2004. For those outside the United
States, please call 1-617-801-6888 followed by the reservation # 9645808 to hear
the recorded call.
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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, Lowe & Partners
Worldwide, McCann-Erickson, Universal McCann and Weber Shandwick Worldwide.
Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.
Contact Information
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General Inquiries:
Julie Tu, Financial Relations Board
(212) 445-8456
Media:
Philippe Krakowsky, Interpublic Group of Companies
(212) 704-1328
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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.