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): April 20, 2000
The Interpublic Group of Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6686 13-1024020
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
1271 Avenue of the Americas, New York, New York 10020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 212-399-8000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
The merger (the "Merger") of NFO Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of The Interpublic Group of Companies,
Inc. ("Interpublic"), with and into NFO Worldwide, Inc. ("NFO") as previously
disclosed by Interpublic was consummated on April 20, 2000. The Merger was
effected pursuant to the Agreement and Plan of Merger by and between Interpublic
and NFO, dated December 20, 1999 and as amended April 3, 2000.
A press release related to the approval of the Merger by the
stockholders of NFO at a special meeting of NFO stockholders on April 18, 2000
was issued by NFO on April 18, 2000, and a press release related to the
consummation of the Merger on April 20, 2000 was issued by Interpublic on April
20, 2000, each of which is attached as Exhibits 99.1 and 99.2, respectively, and
is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
99.1 Press Release dated April 18, 2000 (incorporated by reference
herein from the Prospectus Supplement filed by The Interpublic
Group of Companies, Inc. on April 19, 2000 under Rule
424(b)(3), No. 333-31436).
99.2 Press Release dated April 20, 2000.
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: April 20, 2000 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
SENIOR VICE PRESIDENT, GENERAL
COUNSEL AND SECRETARY
EXHIBIT INDEX
Exhibits.
99.1 Press Release dated April 18, 2000 (incorporated by reference
herein from the Prospectus Supplement filed by The Interpublic
Group of Companies, Inc. on April 19, 2000 under Rule
424(b)(3), No. 333-31436).
99.2 Press Release dated April 20, 2000.
Interpublic Completes NFO Acquisition
Leading Global Research Capability
Expands IPG Marketing Services Offerings
NEW YORK, April 20, 2000 - Expanding its global range of core
advertising and marketing services with the addition of custom and
Internet-based marketing research, The Interpublic Group of Companies Inc.
(NYSE: IPG) today announced the completion of its acquisition of NFO Worldwide,
Inc. (NYSE: NFO). The completed deal creates a $5 billion (revenues) corporation
that now has leading worldwide positions in marketing research and consumer
knowledge as well as in advertising, independent media buying, direct and
relationship marketing, healthcare communications, Interactive consulting and
e-communications services, promotions and events, corporate identity and
packaging, public relations and sports marketing.
"The value of the strategic fit between Interpublic and NFO is becoming
clearer and more pronounced as a result of the dramatic changes occurring
globally throughout the marketing and media landscape," said Philip H. Geier,
Jr., Chairman and CEO of Interpublic. "Because of the rapidly changing business
environment, clients of all sizes and types are demanding more consumer
knowledge and insight as a component of marketing programs as well as the faster
delivery of this information. These are exactly the areas where NFO excels. So
with NFO now part of the Interpublic family, our set of core global competencies
will now range from the basics of consumer understanding to the ultimate in
marketing communications delivery."
John J. Dooner, Jr., President and COO of Interpublic, noted that NFO
would very quickly be introduced to IPG client opportunities as well as its
experience operating in a global environment. Mr. Dooner said: "We have been
very impressed by NFO's consistent record of research innovation in all areas,
including market evaluation, product development, brand management, customer
satisfaction, pricing, distribution, and advertising effectiveness. We will now
move ahead together not only to share client opportunities but to develop new
analytical and measurement tools to better help all of our combined clients
better manage and expand their businesses."
As the largest custom marketing research firm in North America and the
third largest in the world, NFO Worldwide is the leading provider of
research-based marketing information and counsel to the worldwide business
community. It is also the No. 1 provider of Internet-based marketing research,
an extensive global practice that includes both gathering information about
consumers through Web-based panels and using the Internet as an
information-delivery channel with its clients. NFO Worldwide will operate as an
independent IPG unit.
"We are delighted to join the Interpublic family of companies and are
excited about the opportunity to grow all of NFO's businesses at an accelerated
rate," said William E. Lipner, who continues as Chairman, President and Chief
Executive Officer of NFO Worldwide. "Interpublic recognizes the importance of
providing high quality market research services and the role technology is
having in the way information is gathered, distributed and used. As we begin to
cross-fertilize ideas and clients, we look forward to benefiting from IPG's
decades of knowledge and success in doing business around the world," Lipner
continued.
Interpublic and NFO first announced a definitive merger agreement on
Dec. 20, 1999, which was revised on April 3, 2000. Pursuant to the terms of the
revised merger agreement, each NFO shareholder will receive .5503 shares of
Interpublic common stock for each share of NFO common stock held on April 20,
2000. NFO stockholders will receive cash for any fractional shares.
NFO, which had 1999 revenues of $457 million (a 66% increase over
1998), delivers custom and syndicated marketing information and counsel to over
4,000 clients in 38 countries in key market sectors such as packaged goods and
foods, healthcare, financial services, high tech/telecommunications, travel and
leisure, automotive and business to business.
The Interpublic Group of Companies, Inc., which had 1999 revenues of
$4.56 billion and operations in 127 countries, now includes McCann-Erickson
WorldGroup, The Lowe Group, DraftWorldwide, Initiative Media Worldwide,
International Public Relations, NFO Worldwide, 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: www.Interpublic.com.
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Contact: Interpublic
Barry Linsky
(212) 399-8068