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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ending June 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to________________
Commission file number 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 399-8000 -
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter
period that the registrant was required to file such
reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the
latest practicable date. Common Stock outstanding at
July 31,1998: 136,184,187 shares.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS
SUBSIDIARIES
I N D E X
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheet
June 30, 1998 (unaudited) and
December 31, 1997 3-4
Consolidated Statement of Income
Three months ended June 30, 1998
and 1997 (unaudited) 5
Consolidated Statement of Income
Six months ended June 30, 1998
and 1997 (unaudited) 6
Consolidated Statement of Comprehensive Income
Six months ended June 30, 1998
and 1997 (unaudited) 7
Consolidated Statement of Cash Flows
Six months ended June 30, 1998
and 1997 (unaudited) 8
Notes to Consolidated Financial Statements
(unaudited) 9 - 10
Computation of Earnings Per Share 11 - 12
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 13 - 14
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Item 4. Submission of Matters to a Vote of Security
Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
2
PART I - FINANCIAL INFORMATIONTHE INTERPUBLIC GROUP OF COMPANIES, INC. AND
ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEET(Dollars in Thousands)ASSETS
(unaudited)
JUNE 30, DECEMBER 31,
1998 1997
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1998-$93,294;
1997-$256,934) $ 636,993 $ 735,440
Marketable securities, at cost which
approximates market 55,575 31,944
Receivables (less allowance for doubtful
accounts: 1998-$44,127; 1997-$39,896) 3,336,230 3,050,917
Expenditures billable to clients 290,474 240,000
Prepaid expenses and other current assets 131,607 105,504
Total current assets 4,450,879 4,163,805
Other Assets:
Investment in unconsolidated affiliates 50,846 46,665
Deferred taxes on income 61,175 59,424
Other investments and miscellaneous assets 245,511 219,839
Total other assets 357,532 325,928
Fixed Assets, at cost:
Land and buildings 85,048 83,621
Furniture and equipment 547,266 503,823
632,314 587,444
Less accumulated depreciation 356,591 330,593
275,723 256,851
Unamortized leasehold improvements 109,218 103,494
Total fixed assets 384,941 360,345
Intangible Assets (less accumulated
amortization: 1998-$253,372;
1997-$227,401) 1,152,652 1,027,527
Total assets $6,346,004 $5,877,605
3
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIESCONSOLIDATED
BALANCE SHEET(Dollars in Thousands Except Per Share Data)LIABILITIES AND
STOCKHOLDERS' EQUITY
(unaudited)
JUNE 30, DECEMBER 31,
1998 1997
Current Liabilities:
Payable to banks $ 248,027 $ 162,807
Accounts payable 3,392,032 3,156,049
Accrued expenses 431,404 448,054
Accrued income taxes 171,928 151,138
Total current liabilities 4,243,391 3,918,048
Noncurrent Liabilities:
Long-term debt 261,703 253,910
Convertible subordinated debentures 202,558 201,768
Deferred compensation and reserve
for termination allowances 280,146 263,463
Accrued postretirement benefits 47,837 47,404
Other noncurrent liabilities 63,577 70,791
Minority interests in consolidated
subsidiaries 47,616 31,917
Total noncurrent liabilities 903,437 869,253
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 225,000,000
shares issued:
1998 - 144,826,379
1997 - 143,567,843 14,483 14,357
Additional paid-in capital 639,214 552,282
Retained earnings 1,111,283 995,702
Adjustment for minimum pension
liability (13,207) (13,207)
Net unrealized gain on equity
securities 13,360 12,405
Cumulative translation adjustment (167,391) (154,093)
1,597,742 1,407,446
Less: Treasury stock, at cost: 1998 - 8,792,625 shares
1997 - 8,063,983 shares 337,556 253,088
Unearned ESOP compensation - 7,420
Unamortized expense of restricted stock grants 61,010
56,634 Total stockholders' equity 1,199,176 1,090,304 Total
liabilities and stockholders'
equity $6,346,004 $5,877,605
The accompanying notes are an integral part of these consolidated financial
statements.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
THREE MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1998 1997
Revenue $ 943,211 $ 801,332
Other income 29,152 24,026
Gross income 972,363 825,358
Costs and expenses:
Operating expenses 751,522 649,291
Interest 12,672 11,306
Total costs and expenses 764,194 660,597
Income before provision for income taxes 208,169 164,761
Provision for income taxes 86,871 66,428
Income of consolidated companies 121,298 98,333
Income applicable to minority interests (6,360) (6,525)
Equity in net income of unconsolidated
affiliates 1,415 1,412
Net income $ 116,353 $ 93,220
Weighted average shares:
Basic 132,925,736 127,161,514
Diluted 141,684,852 136,044,790
Earnings Per Share:
Basic $ .88 $ .73
Diluted $ .84 $ .70
Dividend per share - Interpublic $ .15 $ .13
The accompanying notes are an integral part of these consolidated financial
statements.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
5
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands Except Per Share Data)
1998 1997
Revenue $ 1,704,358 $ 1,466,395
Other income 43,305 38,260
Gross income 1,747,663 1,504,655
Costs and expenses:
Operating expenses 1,452,088 1,264,165
Interest 23,609 22,004
Total costs and expenses 1,475,697 1,286,169
Income before provision for income taxes 271,966 218,486
Provision for income taxes 112,639 88,018
Income of consolidated companies 159,327 130,468
Income applicable to minority interests (9,200) (10,781)
Equity in net income of unconsolidated
affiliates 2,066 2,964
Net income $ 152,193 $ 122,651
Weighted average shares:
Basic 132,659,926 126,948,010
Diluted 137,892,204 135,615,360
Earnings Per Share:
Basic $ 1.15 $ .97
Diluted $ 1.11 $ .93
Dividend per share - Interpublic $ .28 $ .24
The accompanying notes are an integral part of these consolidated financial
statements.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
6
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands)
1998 1997
Net Income $ 152,193 $ 122,651
Other Comprehensive Income, net of tax:
Foreign Currency Translation Adjustments (13,298) (41,521)
Net Unrealized Gains on Securities 955 -
Other Comprehensive Income (12,343) (41,521)
Comprehensive Income $ 139,850 $ 81,130
The accompanying notes are an integral part of these consolidated financial
statements.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
7
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
SIX MONTHS ENDED JUNE 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997
Net income $ 152,193 $ 122,651
Adjustments to reconcile net income to cash
provided by/(used in) operating activities:
Depreciation and amortization of fixed assets 43,693 38,356
Amortization of intangible assets 25,971 16,005
Amortization of restricted stock awards 9,582 7,537
Equity in net income of unconsolidated
affiliates (2,066) (2,964)
Income applicable to minority interests 9,200 10,781
Translation losses 340 483
Net gain from sale of investments (6,255) -
Other (7,474) (4,597)
Changes in assets and liabilities, net of acquisitions:
Receivables (228,977) (177,993)
Expenditures billable to clients (47,346) (74,997)
Prepaid expenses and other assets (24,209) (15,072)
Accounts payable and other liabilities 140,081 28,059
Accrued income taxes 18,969 (3,797)
Deferred income taxes (1,040) 160
Deferred compensation and reserve for termination
allowances 5,818 (6,431)
Net cash provided by/(used in) operating
activities 88,480 (61,819)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (58,583) (45,901)
Capital expenditures (58,758) (44,993)
Proceeds from sale of assets 15,877 200
Net purchases of marketable securities (21,939) (19,269)
Other investments and miscellaneous assets (8,230) (5,860)
Investments in unconsolidated affiliates (7,073) (4,473)
Net cash used in investing activities (138,706) (120,296)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings 79,042 184,004
Proceeds from long-term debt 7,078 3,290
Payments of long-term debt (3,399) (4,474)
Treasury stock acquired (106,146) (59,220)
Issuance of common stock 19,805 22,092
Cash dividends - Interpublic (36,612) (29,015)
Cash dividends - pooled - (3,139)
Net cash (used in)/provided by financing
activities (40,232) 113,538
Effect of exchange rates on cash and cash
equivalents (7,989) (18,619)
Decrease in cash and cash equivalents (98,447) (87,196)
Cash and cash equivalents at beginning of year 735,440 507,394
Cash and cash equivalents at end of period $ 636,993 $ 420,198
The accompanying notes are an integral part of these consolidated financial
statements.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
8
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIESNOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
June 30, 1998, the consolidated statements of income for the three
months and six months ended June 30, 1998 and 1997, the statement of
comprehensive income for the six months ended June 30,1998 and 1997,
and the consolidated statement of cash flows for the six months ended
June 30, 1998 and 1997, contain all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at June 30,
1998 and for all periods presented.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in The
Interpublic Group of Companies, Inc.'s (the "Company") December 31,
1997 annual report to stockholders and with the supplemental
consolidated financial statements and notes thereto included in the
Company's Current Report on Form 8-K dated July 1, 1998.
(b) Statement of Financial Accounting Standards (SFAS) No. 95 "Statement
of Cash Flows" requires disclosures of specific cash payments and
noncash investing and financing activities. The Company considers all
highly liquid investments with a maturity of three months or less to
be cash equivalents. Income tax cash payments were approximately
$103.6 million and $60.7 million in the first six months of 1998 and
1997, respectively. Interest payments during the first six months of
1998 were approximately $17.2 million. Interest payments during the
comparable period of 1997 were approximately $14.8 million.
(c) In April 1998, the Company issued 4,685,334 shares of its common stock
for three acquisitions, which were accounted for as poolings of
interests. These included Hill, Holliday, Connors, Cosmopulos Inc. -
2,062,434 shares, The Jack Morton Company - 2,135,996 shares and
Carmichael Lynch Inc. - 486,904 shares. The Company's 1997
consolidated financial statements, including the related notes, have
been restated to include the results of operations, financial position
and cash flows of the April 1998 pooled entities in addition to all
prior pooled entities.
(d) In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133
is effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999 (January 1, 2000 for the Company). SFAS No. 133 requires
that all derivative instruments be recorded on the balance sheet at their
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. Management of the Company believes
that the adoption of SFAS No. 133 will not have a material impact on the
Company's results of operations or its financial position.
9
(e) The Company is engaged in a global effort to assess the required
modification or replacement of its internal software to become Year
2000 compliant. Additionally, the Company is working with its major
software providers to ensure that they are Year 2000 compliant.
Management believes that the required software changes will be
completed without causing operational issues. The costs of addressing
the Year 2000 issues are not expected to have a material adverse
impact on the Company's financial condition or results of operations.
If the Company's Year 2000 remediation efforts are not successful, it
will implement contingency plans to ensure that operations are not
disrupted.
(f) Subsequent event
In July 1998, the Company announced its intention to acquire a public
relations firm in an acquisition expected to become effective in early
October 1998.
10
Exhibit 11THE
INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIESCOMPUTATION OF
EARNINGS PER SHARE (Dollars in Thousands Except Per Share Data)
Three Months Ended June 30
Basic 1998 1997
Net income $ 116,353 $ 93,220
Weighted average number of common shares
outstanding 132,925,736 127,161,514
Earnings per common share $ .88 $ .73
Three Months Ended June 30
Diluted 1998 1997
Net income $ 116,353 $ 93,220
Add:
After tax interest savings on assumed
conversion of subordinated debentures
and notes 2,132 1,643
Dividends paid net of related income tax
applicable to restricted stock 153 113
Net income, as adjusted $ 118,638 $ 94,976
Weighted average number of common shares
outstanding 132,925,736 127,161,514
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 5,410,145 4,420,273
Assumed conversion of subordinated
debentures and notes 3,348,971 4,463,003
Total 141,684,852 136,044,790
Earnings per common and common equivalent
share $ .84 $ .70
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
11
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Six Months Ended June 30
Basic 1998 1997
Net income $ 152,193 $ 122,651
Weighted average number of common shares
outstanding 132,659,926 126,948,010
Earnings per common share $ 1.15 $ .97
Six Months Ended June 30
Diluted 1998 1997
Net income $ 152,193 $ 122,651
Add:
After tax interest savings on assumed
conversion of subordinated debentures
and notes - 3,245
Dividends paid net of related income tax
applicable to restricted stock 276 206
Net income, as adjusted $ 152,469 $ 126,102
Weighted average number of common shares
outstanding 132,659,926 126,948,010
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 5,226,958 4,202,597
Assumed conversion of subordinated
debentures and notes 5,320 4,464,753
Total 137,892,204 135,615,360
Earnings per common and common equivalent
share $ 1.11 $ .93
Note: The computation of diluted EPS for 1998 excludes the assumed
conversion of the 1.8% Convertible Subordinated Notes because they were
anti-dilutive.
Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
12
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at June 30, 1998 was $207.5 million, a decrease of $38.3
million from December 31, 1997. The ratio of current assets to current
liabilities remained relatively unchanged from December 31, 1997 at
approximately 1.1 to 1.
Historically, cash flow from operations has been the primary source of
working capital and management believes that it will continue to be in the
future. The principal use of the Company's working capital is to provide
for the operating needs of its advertising agencies, which include payments
for space or time purchased from various media on behalf of its clients.
The Company's practice is to bill and collect from its clients in
sufficient time to pay the amounts due media. Other uses of working capital
include the payment of cash dividends, acquisitions, capital expenditures
and the reduction of long-term debt. In addition, during the first six
months of 1998, the Company acquired 1,868,686 shares of its own stock for
approximately $106.1 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
13RESULTS OF OPERATIONSThree Months Ended June 30, 1998 Compared to Three
Months Ended June 30, 1997 Total revenue for the three months ended June
30, 1998 increased $141.9 million, or 17.7%, to $943.2 million compared to
the same period in 1997. Domestic revenue increased $83.1 million or 21.7%
from 1997 levels. Foreign revenue increased $58.8 million or 14.0% during
the second quarter of 1998 compared to 1997. Other income increased by
$5.1 million during the second quarter of 1998 compared to the same period
in 1997.
Operating expenses increased $102.2 million or 15.7% during the three
months ended June 30, 1998 compared to the same period in 1997. Interest
expense increased 12.1% as compared to the same period in 1997.
Pretax income increased $43.4 million or 26.3% during the three months
ended June 30, 1998 compared to the same period in 1997.
The increase in total revenue, operating expenses, and pretax income is
primarily due to the effect of new business gains.
Net losses from exchange and translation of foreign currencies for the
three months ended June 30, 1998 were approximately $4.1 million versus
$3.2 million for the same period in 1997.
The effective tax rate for the three months ended June 30, 1998 was 41.7%,
as compared to 40.3% in 1997.
The difference between the effective and statutory rates is primarily due
to foreign losses with no tax benefit, losses from translation of foreign
currencies which provided no tax benefit, state and local taxes, foreign
withholding taxes on dividends and nondeductible goodwill expense.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Total revenue for the six months ended June 30, 1998 increased $238.0
million, or 16.2%, to $1,704.4 million compared to the same period in 1997.
Domestic revenue increased $150.5 million or 20.9% from 1997 levels.
Foreign revenue increased $87.5 million or 11.7% during the first six
months of 1998 compared to 1997. Other income increased $5.0 million in the
first six months of 1998 compared to the same period in 1997.
Operating expenses increased $187.9 million or 14.9% during the six months
ended June 30, 1998 compared to the same period in 1997. Interest expense
increased 7.3% during the six months ended June 30, 1998 as compared to the
same six month period in 1997.
Pretax income increased $53.5 million or 24.5% during the six months ended
June 30, 1998 compared to the same period in 1997.
The increase in total revenue, operating expenses, and pretax income is
primarily due to the effect of new business gains.
Net losses from exchange and translation of foreign currencies for the six
months ended June 30, 1998 were approximately $5.4 million versus $2.7
million for the same period in 1997.
The effective tax rate for the six months ended June 30, 1998 was 41.4%, as
compared to 40.3% in 1997.
14
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
(1) On April 2, 1998, the Registrant issued 2,062,434
shares of its common stock par value $.10 per share ("Interpublic
Stock") as consideration for its acquisition of the securities of
a company valued at $115,000,000 at the date of execution of the
purchase agreement. The shares of Interpublic Stock were issued
to the former holders of securities of the acquired company.
The shares of Interpublic Stock were issued by the Registrant
without registration in reliance on Rule 506 of Regulation
D under the Securities Act of 1933, as amended (the
"Securities Act"), based on the accredited investor
status or sophistication of the former shareholder of the
acquired company.
(2) On April 9, 1998, the Registrant acquired a
company in consideration for which it paid $4.5 million
in cash and issued a total of 23,833 shares of Interpublic
Stock, to the acquired company's former shareholder. The
shares of Interpublic Stock had a market value of
$1,500,000 on the date of issuance.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act, based on the accredited
investor status or sophistication of the acquired company's
former stockholders.
(3) On April 16, 1998, the Registrant acquired a
company in consideration for which it issued a total of
486,904 shares of Interpublic Stock, to the acquired company's
former shareholders. The shares of Interpublic Stock had a
market value of $30,528,884 on the date of issuance.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act, based on the accredited
investor status or sophistication of the acquired company's
former stockholders.
(4) On April 30, 1998, the Registrant acquired a company in
consideration for which it issued a total of 2,135,996 shares of
Interpublic Stock to the acquired company's former shareholders.
The shares of Interpublic Stock had a market value of
$136,437,000 on the date of issuance.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act based on the accredited
investor status or sophistication of the acquired company's
former stockholders.
15
(5) On May 11, 1998, the Registrant issued 2,768 shares of
Common Stock to the former shareholder of a company which was
purchased in 1996. This represented a portion of a deferred
payment due under the 1996 acquisition agreement. The market
value on the date of issuance was $168,848.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act based on the accredited
investor status or sophistication of the acquired company's
former stockholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) This item is answered in respect of the Annual Meeting of
Stockholders held on May 18, 1998.
(b) No response is required to Paragraph (b) because (i) proxies for
the meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; (ii) there was no
solicitation in opposition to Management's nominees as listed in
the proxy statement; and (iii) all such nominees were elected.
(c) At the Annual Meeting, the following number of shares were cast
with respect to each matter voted upon:
-- Proposal to approve Management's nominees for director as
follows:
BROKER
NOMINEE FOR WITHHELD NONVOTES
Eugene P. Beard 109,731,107 325,236 0
Frank J. Borelli 109,738,234 318,109 0
Reginald K. Brack 109,726,015 330,328 0
Jill M. Considine 109,737,283 319,060 0
John J. Dooner, Jr. 109,730,036 326,307 0
Philip H. Geier, Jr. 109,732,315 324,028 0
Frank B. Lowe 109,218,856 837,487 0
Leif H. Olsen 109,672,141 384,202 0
Martin F. Puris 109,701,169 355,174 0
Allen Questrom 109,737,072 319,271 0
J. Phillip Samper 100,701,615 9,354,728 0
-- Proposal to approve confirmation of
independent accountants.
BROKER
FOR AGAINST ABSTAIN NONVOTES
109,523,195 259,627 273,521 0
16
-- Stockholder proposed resolution regarding implementation of
the Mac Bride Principles with respect to the Company's
subsidiary in Northern Ireland.
BROKER
FOR AGAINST ABSTAIN NONVOTES
8,268,681 83,155,711 6,673,335 11,958,616
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
(b) Reports on Form 8-K
The following reports on Form 8-K were filed without financial
statements during the quarter ended June 30, 1998:
(1) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated
February 6, 1998.
(2) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated
March 20, 1998.
(3) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated
April 17, 1998.
(4) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated
April 17, 1998.
(5) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated
April 24, 1998.
(6) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated May
11, 1998.
(7) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated May
21, 1998.
(8) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated May
25, 1998.
(9) Item 9 - Sale of Equity Securities Pursuant to Regulation S, dated May
29, 1998.
17
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 thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
Date: August 13, 1998 EUGENE P. BEARD
Eugene P. Beard
Vice Chairman
Finance and Operations
Date: August 13, 1998 JOSEPH M. STUDLEY
Joseph M. Studley
Chief Accounting Officer
18
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule
19