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): March 30, 2005
The Interpublic Group of Companies, Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware |
1-6686 |
13-1024020 |
|
|
|
(State or Other Jurisdiction | (Commission File | (IRS Employer |
of Incorporation) |
Number) |
Identification No.) |
1114 Avenue of the Americas, New York, New York |
10036 | |
|
|
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrants telephone number, including area code: 212-704-1200
(Former Name or Former Address, if Changed Since Last Report) |
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))
On March 30, 2005, The Interpublic Group of Companies, Inc. (the Company) issued a press release (the Press Release), a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing further developments in its solicitation of consents to proposed amendments to certain indentures governing notes issued by the Company.
(c) Exhibits
Exhibit 99.1 Press Release dated March 30, 2005 (filed pursuant to Item 8.01)
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: March 30, 2005 |
By: /s/ Nicholas J. Camera |
Nicholas J. Camera
Senior Vice President, General Counsel
and Secretary
FOR IMMEDIATE RELEASE
INTERPUBLIC UPDATES CONSENT SOLICITATION STATUS
Four of Five Bond Series Have Consented; Consent on Final Series Expected
New York, NY (March 30, 2005) The Interpublic Group of Companies, Inc. (NYSE: IPG) (the Company) today announced further developments in its solicitation of consents to proposed amendments relating to the following series of debt securities (the Securities):
Supplemental | ||||
Outstanding | Indenture | |||
Principal Amount | Title of Securities | CUSIP | Indenture | dated as of |
$250,000,000 | 7.875% Senior Unsecured Notes due 2005 | 460690AK6 | 2000 Indenture | N/A |
460690AR1 | ||||
$500,000,000 | 7.25% Senior Unsecured Notes due 2011 | U46064AB4 | 2000 Indenture | August 22, 2001 |
460690AM2 | ||||
460690AT7 | ||||
$800,000,000 | 4.50% Convertible Senior Notes due 2023 | 460690AS9 | 2000 Indenture | March 13, 2003 |
U46064AC2 | ||||
$250,000,000 | 5.40% Senior Unsecured Notes due 2009 | 460690AU4 | 2004 Indenture | November 18, 2004 |
$350,000,000 | 6.25% Senior Unsecured Notes due 2014 | 460690AV2 | 2004 Indenture | November 18, 2004 |
The proposed amendments provide, pursuant to the terms of the Companys consent solicitation dated March 18, 2005, that failure to comply with certain reporting covenants will not constitute a default under the indentures.
The Company announced that a Supplemental Indenture with respect to the 5.40% Senior Unsecured Notes due 2009 has been executed and that the Effective Time for that Series was 9:00 p.m. on March 29, 2005. The Company had previously announced the execution of Supplemental Indentures with respect to the 7.875% Senior Unsecured Notes due 2005, 7.25% Senior Unsecured Notes due 2011 and 6.25% Senior Unsecured Notes due 2014. Consents delivered to the Company by record holders of Securities of these four series are irrevocable unless the Company fails to pay such holders pursuant to the terms of the solicitation. The Companys acceptance of consents for these series is, however, conditioned
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
on receipt of the requisite consents for all series subject to the solicitation, subject to the Companys right to waive this condition.
Concerning the 4.50% Convertible Senior Notes due 2023 (the Convertible Notes), the Company announced that it is amending the terms of the consent solicitation and expects to receive additional consents sufficient to attain the requisite majority. Upon receipt of the requisite consents, the supplemental indenture for the Convertible Notes will include, in addition to the proposed amendments previously described: (1) an extension from March 15, 2008 to September 15, 2009 of the date before which the Company may not redeem the Convertible Notes and (2) an additional make-whole adjustment to the conversion rate in the event of a change of control meeting specified conditions, which is an element of event risk protection that has become more common in the convertible bond market since the Convertible Notes were issued. The amendment is fully described in a supplement dated today to the consent solicitation dated March 18, 2005, copies of which are available from the Company or from the Solicitation Agents or the Information Agent for the Solicitation.
Finally, the Company also extended the expiration date for the consent solicitation, which was March 29, 2005, to 5:00 p.m., New York City time, on March 31, 2005, unless extended by the Company with respect to any series. Record holders may provide their consents to the Company at any time before the expiration date with respect to the series of securities they hold.
The solicitation is subject to certain conditions and presents certain risks for holders who consent, as set forth more fully in the consent solicitation statement, as supplemented, and related consent form. These documents contain important information, and holders should read them carefully before making any decision.
The Company has retained Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC to serve as solicitation agents for the solicitation, and Global Bondholder Services Corporation to serve as the information agent.
Copies of the solicitation statement and related consent form may be obtained at no charge by contacting the information agent by telephone at (866) 470-3900 (toll-free) or (212) 430-3774, or in writing at 65 Broadway - Suite 704, New York, NY 10006.
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
Questions regarding the solicitation may be directed to: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), J.P. Morgan Securities Inc. at (800) 834-4666 (toll-free) or (212) 834-3424 (collect), and UBS Securities LLC at (888) 722-9555 ext. 4210 (toll-free) or (203) 719-4210 (collect).
This announcement is not a solicitation of consents with respect to any Securities. The solicitation is being made solely by the consent solicitation statement and related consent form. In any jurisdiction where the laws
require solicitations to be made by a licensed broker or dealer, the solicitation will be deemed to be made on behalf of the Company by the solicitation agents, or one or more registered broker dealers under the laws of such jurisdiction.
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About Interpublic
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, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe & Partners Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.
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Contact Information | ||||
General Inquiries: | Media, Analysts, Investors: | Analysts, Investors: | ||
Julie Tu | Philippe Krakowsky | Jerry Leshne | ||
(212) 827-3776 | (212) 704-1328 | (212) 704-1439 |
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
This press release contains forward-looking statements. Our representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about managements beliefs and expectations, 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 under the heading Risk Factors in our 2003 Form 10-K and other SEC filings. Forward-looking statements speak only as of the date they are made, and we undertake 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, the following:
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
Investors should carefully consider these factors and the additional risk factors outlined in more detail under the heading Risk Factors in our 2003 Form 10-K and other SEC filings.
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax