UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
CURRENT REPORT
PURSUANT TO
SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 18, 2004
The Interpublic Group of Companies, Inc.
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Delaware
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1- 6686
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13- 1024020
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(State or Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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| 1114 Avenue of the Americas, New York, New York |
10036
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(Zip Code)
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Registrant's telephone number, including area code: 212-704-1200 |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
The Interpublic Group of Companies, Inc. (the "Registrant") is filing this Current Report on Form 8-K to provide certain exhibits to the Registration Statement on Form S-3 (File No. 333-109384) (the "Registration Statement") previously filed by the Registrant with the Securities and Exchange Commission, as set forth in greater detail below in Item 9.01.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 5.1: Opinion of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant relating to the $250,000,000 aggregate principal amount of 5.40% notes due 2009 issued by the Registrant on November 18, 2004 pursuant to the Registration Statement. Exhibit 5.2: Opinion of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant relating to the $350,000,000 aggregate principal amount of 6.25% notes due 2014 issued by the Registrant on November 18, 2004 pursuant to the Registration Statement. Exhibit 23.1: Consent of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1).
Exhibit 23.2: Consent of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.2).
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.
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| THE INTERPUBLIC GROUP OF COMPANIES, INC. | |||||
| Date: November 23, 2004 | By: | /s/ Nicholas J. Camera | |||
| Nicholas J. Camera | |||||
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Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| Exhibit 5.1: | Opinion of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant relating to the $250,000,000 aggregate principal amount of 5.40% notes due 2009 issued by the Registrant on November 18, 2004 pursuant to the Registration Statement. | |
| Exhibit 5.2: | Opinion of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant relating to the $350,000,000 aggregate principal amount of 6.25% notes due 2014 issued by the Registrant on November 18, 2004 pursuant to the Registration Statement. | |
| Exhibit 23.1: | Consent of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.1). |
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| Exhibit 23.2: | Consent of Nicholas J. Camera, Esq., Senior Vice President, General Counsel and Secretary of the Registrant (included in Exhibit 5.2). |
Exhibit 5.1
[Letterhead of The Interpublic Group of Companies, Inc.]
NICHOLAS J. CAMERA
Senior Vice President
General Counsel and Secretary
November 18, 2004
The Interpublic Group of Companies, Inc.
1114 Avenue of the Americas, 19th Floor
New York, New York 10036
THE INTERPUBLIC GROUP OF COMPANIES, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
In my capacity as General Counsel to The Interpublic Group of Companies, Inc., a Delaware corporation (the “Company”), I have been asked to render this opinion as to the legality of the $250,000,000 in aggregate principal amount of the Company’s 5.40% Senior Notes due November 15, 2009 (the “Securities”) issued pursuant to a registration statement on Form S-3 (No. 333-109384) (the “Registration Statement”) under an indenture dated as of November 12, 2004 (the “Indenture”), between the Company and SunTrust Bank as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of November 18, 2004 (the “First Supplemental Indenture”).
In connection with this opinion, I have examined originals, conformed copies or photocopies, certified or otherwise identified to my satisfaction, of the following documents:
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(a) |
a copy of the Securities in global form as executed by the Company and authenticated by the Trustee; | ||
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(b) |
an executed copy of the Indenture; |
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(c) |
an executed copy of the First Supplemental Indenture; and |
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(d) |
copies of the Company’s Restated Certificate of Incorporation and By-Laws, each as amended through December 17, 2003 and July 31, 2003, respectively, certified by Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively. | ||
In addition, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, I am of the opinion that the Securities have been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and are entitled to the benefits of the Indenture and the First Supplemental Indenture.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, I have assumed that each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it.
The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York, and, where necessary, the corporate laws of the State of Delaware.
I hereby consent to use of my opinion as herein set forth as an exhibit to the Registration Statement and to the use of my name under the caption “Validity of Securities” in the prospectus forming part of the Registration Statement. By the giving of such consent, I do not admit that I am an expert with respect to any part of the Registration Statement, including this opinion as an exhibit, or otherwise, within the meaning of the term “Expert” as used in the Securities Act or the Trust Indenture Act of 1939, as amended, or the Rules and Regulations of the Commission issued thereunder.
| Very truly yours, | |||||
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | |||||
| By: | /s/ | Nicholas J. Camera | |||
| Name: | Nicholas J. Camera | ||||
| Title: | Senior Vice President, General Counsel and Secretary |
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Exhibit 5.2
[Letterhead of The Interpublic Group of Companies, Inc.]
NICHOLAS J. CAMERA
Senior Vice President
General Counsel and Secretary
November 18, 2004
The Interpublic Group of Companies, Inc.
1114 Avenue of the Americas, 19th Floor
New York, New York 10036
THE INTERPUBLIC GROUP OF COMPANIES, INC.
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
In my capacity as General Counsel to The Interpublic Group of Companies, Inc., a Delaware corporation (the “Company”), I have been asked to render this opinion as to the legality of the $350,000,000 in aggregate principal amount of the Company’s 6.25% Senior Notes due November 15, 2014 (the “Securities”) issued pursuant to a registration statement on Form S-3 (No. 333-109384) (the “Registration Statement”) under an indenture dated as of November 12, 2004 (the “Indenture”), between the Company and SunTrust Bank as trustee (the “Trustee”), as supplemented by a second supplemental indenture dated as of November 18, 2004 (the “Second Supplemental Indenture”).
In connection with this opinion, I have examined originals, conformed copies or photocopies, certified or otherwise identified to my satisfaction, of the following documents:
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(a) |
a copy of the Securities in global form as executed by the Company and authenticated by the Trustee; | ||
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(b) |
an executed copy of the Indenture; |
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(c) |
an executed copy of the Second Supplemental Indenture; and |
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copies of the Company’s Restated Certificate of Incorporation and By-Laws, each as amended through December 17, 2003 and July 31, 2003, respectively, certified by Secretary of State of the State of Delaware and the corporate secretary of the Company, respectively. | ||
In addition, I have reviewed the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and I have made such investigations of law, as I have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, I have assumed the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. In addition, I have assumed and have not verified the accuracy as to factual matters of each document I have reviewed.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, I am of the opinion that the Securities have been duly authorized, executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity, and are entitled to the benefits of the Indenture and the Second Supplemental Indenture.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, I have assumed that each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it.
The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York, and, where necessary, the corporate laws of the State of Delaware.
I hereby consent to use of my opinion as herein set forth as an exhibit to the Registration Statement and to the use of my name under the caption “Validity of Securities” in the prospectus forming part of the Registration Statement. By the giving of such consent, I do not admit that I am an expert with respect to any part of the Registration Statement, including this opinion as an exhibit, or otherwise, within the meaning of the term “Expert” as used in the Securities Act or the Trust Indenture Act of 1939, as amended, or the Rules and Regulations of the Commission issued thereunder.
| Very truly yours, | |||||
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | |||||
| By: | /s/ | Nicholas J. Camera | |||
| Name: | Nicholas J. Camera | ||||
| Title: | Senior Vice President, General Counsel and Secretary |
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