Prospectus Supplement filed under Rule 424(b)(3)
Registration No. 333-31436
Prospectus Supplement
Dated April 4, 2000
The Proxy Statement/Prospectus dated March 2, 2000 relating to the
proposed merger of NFO Worldwide Inc. with a subsidiary of the The Interpublic
Group of Companies, Inc. is hereby supplemented to include the following
information. NFO Worldwide Inc. and the Interpublic Group of Companies, Inc.
have amended certain terms of the agreement and plan of merger between the
parties, dated December 20, 1999 (the "Merger Agreement"). The amendment and
Press Release dated April 4, 2000 are set forth below.
AMENDMENT TO
THE AGREEMENT AND PLAN OF MERGER
AND TO THE STOCK OPTION AGREEMENT
---------------------------------
THIS AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND TO THE STOCK
OPTION AGREEMENT (THIS "AMENDMENT"), DATED AS OF APRIL 3, 2000, BY AND BETWEEN
THE INTERPUBLIC GROUP OF COMPANIES, INC., A DELAWARE CORPORATION ("PARENT") AND
NFO WORLDWIDE, INC., A DELAWARE CORPORATION (THE "COMPANY").
W I T N E S S E T H:
WHEREAS, Parent and the Company are parties to that certain Agreement
and Plan of Merger (the "Merger Agreement") and to that certain Stock Option
Agreement (the "Option Agreement"), each dated as of December 20, 1999; and
WHEREAS, pursuant to Section 8.6 of the Merger Agreement and pursuant
to the Stock Option Agreement, the parties hereto wish to amend the Merger
Agreement and the Stock Option Agreement as provided herein;
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE
REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE
PARTIES HERETO HEREBY AGREE AS FOLLOWS:
SECTION 1.1. DEFINITIONS. CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
SHALL THE MEANINGS SET FORTH IN THE MERGER AGREEMENT.
SECTION 2.1. THE PREAMBLE TO THE MERGER AGREEMENT SHALL BE AMENDED AND
RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"AGREEMENT AND PLAN OF MERGER, dated as of December 20, 1999 (as
amended by an Amendment, dated April 3, 2000, this "Agreement"), between The
Interpublic Group of Companies, Inc., a Delaware corporation ("Parent"), and NFO
Worldwide, Inc., a Delaware corporation (the "Company")."
SECTION 2.2. THE THIRD RECITAL TO THE MERGER AGREEMENT SHALL BE AMENDED
AND RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"WHEREAS, in order to induce Parent to enter into this Agreement, and
as a condition to its doing so, the Company is simultaneously entering into a
stock option agreement (as amended by an Amendment, dated April 3, 2000, the
"Option Agreement) with Parent, pursuant to which the Company is granting Parent
an option to purchase shares of Company Common Stock (as hereinafter defined)
exercisable under certain circumstances."
SECTION 2.3. SECTION 2.1(C) OF THE MERGER AGREEMENT SHALL BE AMENDED
AND RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"(c) Conversion of Company Common Stock. Each share of common stock,
par value $.01 per share, of the Company ("Company Common Stock) (including the
associated Rights (as defined in the Company Rights Agreement referred to in
Section 3.2(a)) issued and outstanding immediately prior to the Effective Time
(individually, a "Share" and collectively, the "Shares") (other than Shares to
be cancelled in accordance with Section 2.1(b)), shall be converted into and be
exchangeable for the right to receive a fraction (rounded to the nearest ten
thousandth and rounded up in the case of five one-hundred thousandths) of a
fully paid and non-assessable share of common stock, par value $.10 per share,
of Parent ("Parent Common Stock"), such fraction to be in the ratio provided
below (the "Exchange Ratio"). If the Average Parent Stock Price (as hereinafter
defined) is:
(i) greater than $66.70, the Exchange Ratio shall be fixed at .3898;
(ii) equal to or greater than $47.25 but less than or equal to $66.70,
the Exchange Ratio shall be $26.00 divided by the Average Parent Stock
Price; or
(iii) less than $47.25, the Exchange Ratio shall be fixed at .5503;
provided that if the Average Parent Stock Price is less than $44.88 (the
"Walk-Away Price"), the Company shall have the right to give telephonic notice
to Parent (a "Termination Notice"), followed promptly by written notice, that
the Company elects to terminate this Agreement in accordance with Section
8.3(a)(ii) hereof. Any Termination Notice shall be delivered to Parent no later
than 5:00 p.m. New York City time on the second business day following the last
day of the Measurement Period (as hereinafter defined). If the Company delivers
a timely Termination Notice, Parent shall have the right to give telephonic
notice to the Company (the "Top-Up Intent Notice"), followed promptly by written
notice, that Parent elects to increase the Exchange Ratio to equal $26.00
divided by the Average Parent Stock Price. Any Top-Up Intent Notice shall be
delivered to the Company no later than 5:00 p.m. New York City time on the
fourth business day following the last day of the Measurement Period. As used
herein, the "Average Parent Stock Price" shall mean the average of the per share
closing prices of Parent Common Stock (rounded to the nearest ten thousandth and
rounded up in the case of five one-hundred thousandths) on The New York Stock
Exchange, Inc. ("NYSE")(as reported in the New York City Edition of The Wall
Street Journal or, if not reported thereby, another nationally recognized
source) during the ten consecutive trading day period (the "Measurement Period")
ending on the sixth trading day prior to the Effective Time. All shares of
Parent Common Stock issued pursuant to this Section 2.1(c), together with any
cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to
Section 2.7, are referred to herein as the "Merger Consideration".
SECTION 2.3. THE FIRST SENTENCE OF SECTION 8.5(B) OF THE MERGER
AGREEMENT SHALL BE AMENDED AND RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED
WITH THE FOLLOWING:
"(b) In the event that (i) this Agreement is terminated by the Company
pursuant to Section 8.3(b) or (ii) an Acquisition Proposal shall have been made
to the Company or any of its subsidiaries or any of its stockholders or any
person shall have publicly announced an intention (whether or not conditional)
to make an Acquisition Proposal with respect to the Company or any of its
subsidiaries and thereafter this Agreement is terminated by either Parent or the
Company pursuant to Section 8.2(a), 8.2(b), 8.4(a), 8.4(b)(i) or, in the case of
a willful breach of covenant or agreement by the Company, 8.4(b)(ii) and within
12 months of such termination of this Agreement, any Acquisition Proposal by a
third party is consummated by the Company, then, in the case of (i) or (ii), the
Company shall pay Parent a termination fee of $30,000,000 in same-day funds,
together with interest accrued thereon at a rate equal to the prime rate, as
announced by Citibank, N.A. from time to time, plus 2% during the period
commencing on the date the termination fee is first payable hereunder."
SECTION 2.4. THE PREAMBLE TO THE OPTION AGREEMENT SHALL BE AMENDED AND
RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"STOCK OPTION AGREEMENT, dated as of December 20, 1999 (as amended by
an Amendment, dated April 3, 2000, this "Agreement"), between The Interpublic
Group of Companies, Inc., a Delaware corporation ("Grantee"), and NFO Worldwide,
Inc., a Delaware corporation ("Issuer")."
SECTION 2.5. THE FIRST RECITAL TO THE OPTION AGREEMENT SHALL BE AMENDED
AND RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"WHEREAS, concurrently herewith, the parties are entering into the
Agreement and Plan of Merger (as amended by an Amendment, dated April 3, 2000,
the "Merger Agreement");"
SECTION 2.6. SECTION 2(B)(V) OF THE OPTION AGREEMENT SHALL BE AMENDED
AND RESTATED IN ITS ENTIRETY, AND SHALL BE REPLACED WITH THE FOLLOWING:
"(v) the receipt by the Grantee (pursuant to its request) of the sum of
$30 million in respect of the termination fee under the Merger Agreement."
SECTION 2.7. EACH REFERENCE IN SECTION 22 OF THE OPTION AGREEMENT TO
"$27.5 MILLION" IS HEREBY REPLACED WITH A REFERENCE TO "$32.5 MILLION".
SECTION 3.1.
(A) OTHER THAN AS SET FORTH IN SECTIONS 2.1 THROUGH 2.7, THIS AMENDMENT
DOES NOT MODIFY, CHANGE OR DELETE ANY OTHER ADDENDUM, TERM, PROVISION,
REPRESENTATION, WARRANTY OR COVENANT (THE "PROVISIONS") RELATING TO OR CONTAINED
IN THE MERGER AGREEMENT OR THE OPTION AGREEMENT, AND ALL SUCH PROVISIONS REMAIN
IN FULL FORCE AND EFFECT. FOR THE AVOIDANCE OF DOUBT, ALL REFERENCES IN THE
MERGER AGREEMENT AND THE OPTION AGREEMENT TO "THE DATE HEREOF" OR "THE DATE OF
THIS AGREEMENT" SHALL BE DEEMED TO BE REFERENCES TO THE DATE DECEMBER 20, 1999.
(B) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (EXCEPT TO THE EXTENT THAT PROVISIONS OF
THE DGCL ARE MANDATORILY APPLICABLE), WITHOUT GIVING EFFECT TO THE CHOICE OF LAW
PROVISIONS THEREOF. THIS AMENDMENT MAY BE EXECUTED IN COUNTERPARTS, ALL OF WHICH
SHALL BE CONSIDERED ONE AND THE SAME AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN
ONE OR MORE COUNTERPARTS HAVE BEEN SIGNED BY EACH OF THE PARTIES AND DELIVERED
TO THE OTHER PARTIES.
(C) THIS AMENDMENT AND ANY OF THE PROVISIONS HEREOF MAY NOT BE AMENDED,
ALTERED OR ADDED TO IN ANY MANNER EXCEPT BY A DOCUMENT IN WRITING AND SIGNED BY
EACH PARTY.
IN WITNESS WHEREOF, EACH OF THE PARTIES HAS CAUSED THIS AGREEMENT TO BE
DULY EXECUTED ON ITS BEHALF AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
By: _____________________
Name:
Title:
NFO WORLDWIDE, INC.
By: ________________
Name: William E. Lipner
Title: Chairman, Chief Executive Officer and
President
INTERPUBLIC AND NFO WORLDWIDE ANNOUNCE REVISED MERGER AGREEMENT
New York, NY and Greenwich, CT - April 4, 2000 - The Interpublic Group
of Companies, Inc. (NYSE: IPG) and NFO Worldwide, Inc. (NYSE: NFO) announced
today they have agreed to revised terms relating to their Agreement and Plan of
Merger dated as of December 20, 1999.
On December 20, 1999, Interpublic and NFO had previously announced a
definitive agreement whereby The Interpublic Group would acquire NFO in a stock
for stock transaction valued at $26 per NFO share. Under the terms of the
original agreement, NFO's stockholders were to receive a number of shares of
Interpublic stock (the "Exchange Ratio") based upon the average closing price of
Interpublic's common stock during the ten trading days ending six business days
before the closing date. The Exchange Ratio was subject to a collar, whereby the
shares to be received by NFO stockholders were subject to a maximum of .5274 of
a share, and a minimum of .3898 of a share, of Interpublic stock for each NFO
share. In addition, if the average trading price of Interpublic's stock was
below $46.40 per share, NFO was entitled to terminate the transaction, providing
that Interpublic declined to adjust the exchange ratio to provide $26 per share
in value.
Under the terms of the revised agreement, the collar on the Exchange
Ratio was modified whereby the shares to be received by NFO stockholders are now
subject to a maximum of .5503 of a share of Interpublic stock. This modification
ensures that NFO stockholders will receive $26 in value if the average trading
price of Interpublic's stock is between $47.25, Friday's closing price of
Interpublic's stock, and $66.70. In addition, NFO's right to terminate the
transaction has been modified so that it is only exercisable if the average
trading price of Interpublic's stock is below $44.88. Finally, the parties have
agreed to increase the termination fee payable to Interpublic in certain
circumstances from $25 million to $30 million.
NFO also announced today that it had received an unsolicited proposal
to be acquired by an unidentified third party for $27.50 per share payable in
cash. NFO's Board of Directors had made the determination required under the
merger agreement with The Interpublic Group to permit NFO to enter into
discussions with, provide non-public information to, and negotiate with this
third party. However, during these discussions, the Company determined that it
was unable to accept this proposal, as certain terms specified by the potential
buyer were unacceptable to the Company. As a result, the NFO Worldwide Board of
Directors rejected the offer and also determined that The Interpublic Group
revised offer was superior.
NFO also announced today that its Special Meeting of Shareholders,
scheduled for Wednesday, April 5, 2000, will be adjourned prior to taking any
actions relating to the previously proposed merger with The Interpublic Group.
NFO indicated that it would very shortly distribute supplemental proxy materials
to shareholders outlining the revised terms. A new date for the Special
Shareholder's meeting has not been finalized, but it is expected to occur on or
about April 21, 2000.
William E. Lipner, Chairman, President and Chief Executive Officer of
NFO Worldwide, Inc., commented, "We are very pleased to have agreed to revised
terms with our new partners at The Interpublic Group. The Interpublic Group has
always been our preferred partner of choice and our close association over the
past three months has only heightened that belief. We look forward to promptly
closing this transaction and becoming a more fully integrated part of the
Interpublic family of companies."
Philip H. Geier, Jr., Chairman and Chief Executive Officer of The
Interpublic Group of Companies, said, "The acquisition of NFO further advances
our corporate strategy of providing an array of the world's best and most
thoroughly global companies in the marketing communications and marketing
information arenas. Expanding our market research resources has been a strategic
priority for Interpublic, and in NFO we believe we have found an excellent
partner for our agencies and their clients. "
Geier concluded, "With the addition of NFO, Interpublic now ranks
number one or two among our peers in each of our core disciplines; advertising,
media buying, relationship (direct) marketing, sales promotion, public
relations, sports and event marketing, corporate identity and design, healthcare
marketing, e-business consulting and communications, and marketing research. In
fact, these specialized marketing service capabilities now represent close to
50% of our revenues - up from less than 10% only six years ago. We believe we
are very well positioned to meet the communications and marketing service needs
of global, regional and local clients everywhere."
John J. Dooner, Jr., President and Chief Operating Officer, added "The
three months of working together with NFO have heightened our confidence in
being able to realize the full potential of this partnership. We're excited
about working with Bill and his team to make this a reality."
The Interpublic Group of Companies, Inc. is one of the largest
advertising and marketing communications organizations in the world. Its
companies include McCann-Erickson WorldGroup, The Lowe Group/Lowe Lintas
Partners Worldwide, DraftWorldwide, Initiative Media Worldwide, International
Public Relations, Octagon, Zentropy Partners, Allied Communications Group and
other related companies. The shares of The Interpublic Group of Companies, Inc.
are listed on the New York Stock Exchange ("IPG"). For further information,
visit: http://www.Interpublic.com.
NFO Worldwide, Inc. (NYSE: NFO) is a leading provider of
research-based, marketing information and counsel to the worldwide business
community. With over 15,000 full and part-time employees operating in 38
countries; in-depth expertise in all research methodologies; and in-field
marketing experience across multiple market sectors, NFO provides clients with
trusted insight into the behaviors, attitudes and opinions of customers around
the globe. Key services include comprehensive counsel on market evaluation,
product development, brand management, customer satisfaction, pricing,
distribution, and advertising effectiveness. The Company delivers custom and
syndicated marketing information and counsel to over 4,000 clients in key market
sectors such as packaged goods and foods, healthcare, financial services,
high-tech/telecommunications, travel & leisure, automotive and business to
business. NFO is the largest custom marketing research firm in North America,
and among the top three in the world. Together with its subsidiary and
affiliated companies, NFO is the world's largest provider of Internet-based
custom marketing research services. Visit NFO Worldwide on the Web
http://www.nfow.com.
Statements in this press release relating to matters that are not
historical facts are forward looking statements. Such forward-looking statements
are based on each respective Company's current forecasts and actual results may
differ materially. To understand the risks that may affect each Company's future
performance, please refer to Part 1 of Interpublic's 1999 Annual Report on Form
10-K filed on March 24, 2000 or part 1 of NFO's 1999 Annual Report on Form 10-K
filed on March 29, 2000.
CONTACTS:
Phillip H. Geier, Jr. William E. Lipner
Chairman & CEO Chairman, CEO & President
Interpublic NFO Worldwide, Inc.
(212) 399-8028 (203) 618-8500
Sean Orr Patrick G. Healy
Chief Financial Officer Chief Financial Officer
Interpublic NFO Worldwide, Inc.
(212) 399-8093 (203) 618-8502