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): October 19, 2005
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The Interpublic Group of Companies, Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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| Delaware | 1-6686 | 13-1024020 |
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| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| of Incorporation) | Number) | Identification No.) |
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1114 Avenue of the Americas, New York, New York |
10036 | |
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(Address of Principal Executive Offices) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Item 8.01 Other Events.
On October 19, 2005, The Interpublic Group of Companies, Inc. issued a press release announcing that on October 18, 2005, it priced a private offering of its 5.25% Series B Cumulative Convertible Perpetual Preferred Stock. A copy of that press release is filed as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press release, dated October 19, 2005 (filed pursuant to Item 8.01) .
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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. | ||
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Date: October 19, 2005 |
By: |
/s/ Nicholas J. Camera |
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Nicholas J. Camera Senior Vice President, General Counsel |
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Exhibit 99.1
INTERPUBLIC ANNOUNCES PRICING OF SERIES B CONVERTIBLE PREFERRED STOCK
New York, NY (October 19, 2005) – The Interpublic Group (NYSE: IPG) today announced that on October 18, 2005, it priced a private offering of its 5.25% Cumulative Convertible Perpetual Preferred Stock (the “Shares”) to qualified institutional buyers. The expected gross proceeds will be $525,000,000. Interpublic intends to use the net proceeds from the offering for general corporate purposes.
Interpublic will issue 525,000 Shares at a price of $1,000 per Share. The initial purchasers have an overallotment option to purchase an additional 75,000 Shares. Each Share is convertible at the option of the holder at any time into 73.1904 shares of Interpublic common stock, subject to adjustment, which represents a conversion price of approximately $13.66, representing a conversion premium of approximately 30% over Interpublic's closing stock price on October 18, 2005 of $10.51 per share. Under certain circumstances, the Shares may be converted at Interpublic’s option on or after October 15, 2010. Dividends of 5.25% per year are payable quarterly. Dividends may be payable in common stock, at Interpublic’s option, if certain conditions are met.
Neither the Shares nor the underlying shares of common stock have been registered under the Securities Act of 1933 or any state securities laws, and Interpublic does not currently intend to pursue any such registration. The Shares and the underlying shares of common stock may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act of 1933 and applicable state securities laws.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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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