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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): March 11, 2003
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 and Regulation FD Disclosure.
On March 11, 2003, The Interpublic Group of Companies, Inc. issued a press
release, a copy of which is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
Exhibit 99.1: Press Release of The Interpublic Group of Companies, Inc., dated
March 11, 2003.
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 11, 2003 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary
Exhibit 99.1
[THE INTERPUBLIC GROUP OF COMPANIES, INC. LOGO--OMITTED]
THE INTERPUBLIC GROUP OF COMPANIES, INC.
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
FOR IMMEDIATE RELEASE
INTERPUBLIC PRICES CONVERTIBLE NOTES OFFERING
NEW YORK, NY (March 11, 2003) -- The Interpublic Group of Companies, Inc. (NYSE:
IPG) announced today the pricing of its private placement of 4.5% convertible
senior notes due 2023. The company expects gross proceeds of $700 million from
the issue, plus a potential over-allotment of $100 million.
The initial conversion rate will be 80.5153 shares per $1,000 principal amount,
equal to a conversion price of $12.42 per share. The notes will be unsecured
obligations of Interpublic Group and will be convertible into common shares of
Interpublic prior to maturity upon the following circumstances: (1) the market
price of the common shares reaches a specified threshold; (2) the notes are
called for redemption; (3) Interpublic engages in or is party to specified
corporate transactions; or (4) the credit ratings assigned to the notes decline
below a specified level. The notes will pay interest semi-annually.
On or after March 15, 2008, Interpublic may redeem the notes at its option at a
price equal to par plus accrued interest, if any. Holders of the notes will have
the right to require Interpublic to purchase all or some of their notes on March
15, 2008, 2013 and 2018, at a price equal to par plus accrued interest, if any.
Also, holders of the notes will have the right to require Interpublic to
purchase all or some of their notes, at a purchase price equal to par plus
accrued interest, if any, upon the occurrence of certain change of control
events that occur prior to March 15, 2008.
Interpublic intends to use the net proceeds from the sale of the notes to fund a
concurrent offer to purchase its outstanding zero-coupon convertible senior
notes due 2021. Any funds raised in the offering but not used in the offer to
purchase will be used for the repayment of other indebtedness, general corporate
purposes and working capital.
The notes to be offered and the underlying common shares have not been and, at
the time of the offering, will not be registered under the Securities Act of
1933, or any state securities laws, and 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 press release shall not constitute an offer to sell or a solicitation of an
offer to buy the notes, nor shall there be any sale of these notes in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The issuance of the notes and the underlying common shares have not been and
will not be qualified by a prospectus and may not be offered or sold in Canada
absent a prospectus or an applicable exemption from the prospectus requirements.
About Interpublic
The Interpublic Group of Companies is among the world's largest advertising and
marketing organizations. Its global operating groups are McCann-Erickson
WorldGroup, The Partnership, FCB Group and Interpublic Sports and Entertainment
Group. Major global brands include Draft Worldwide, Foote, Cone & Belding
Worldwide, Golin/Harris, NFO WorldGroup, Initiative Media, Lowe Worldwide,
McCann-Erickson, Octagon, Universal McCann and Weber Shandwick.
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Contact Information
Press: Investors:
Philippe Krakowsky Susan Watson
(212) 399-8088 (212) 399-8208
Cautionary Statement
This document contains forward-looking statements. Interpublic's representatives
may also make forward-looking statements orally from time to time. Statements in
this document that are not historical facts, including statements about
Interpublic's beliefs and expectations, particularly regarding recent business
and economic trends, the impact of litigation, dispositions, impairment charges,
the integration of acquisitions and restructuring costs, constitute
forward-looking statements. These statements are based on current plans,
estimates and projections, and therefore undue reliance should not be placed on
them. Forward-looking statements speak only as of the date they are made, and
Interpublic undertakes 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, those associated with the effects of global, national and regional
economic and political conditions, Interpublic's ability to attract new clients
and retain existing clients, the financial success of Interpublic's clients,
developments from changes in the regulatory and legal environment for
advertising and marketing and communications services companies around the world
and the successful completion and integration of acquisitions which complement
and expand Interpublic's business capabilities.
Interpublic's liquidity could be adversely affected if Interpublic is unable to
access capital or to raise proceeds from asset sales. In addition, Interpublic
could be adversely affected by developments in connection with the purported
class actions and derivative suits that it is defending or the SEC investigation
relating to the restatement of its financial statements. Its financial condition
and future results of operations could also be adversely affected if Interpublic
recognizes additional impairment charges due to future events or in the event of
other adverse accounting-related developments.
At any given time Interpublic may be engaged in a number of preliminary
discussions that may result in one or more acquisitions or dispositions. These
opportunities require confidentiality and from time to time give rise to bidding
scenarios that require quick responses by Interpublic. Although there is
uncertainty that any of these discussions will result in definitive agreements
or the completion of any transactions, the announcement of any such transaction
may lead to increased volatility in the trading price of Interpublic's
securities.
The success of recent or contemplated future acquisitions will depend on the
effective integration of newly-acquired businesses into Interpublic's current
operations. Important factors for integration include realization of anticipated
synergies and cost savings and the ability to retain and attract new personnel
and clients.
In addition, Interpublic's representatives may from time to time refer to "pro
forma" financial information, including information before taking into account
specified items. Because "pro forma" financial information by its very nature
departs from traditional accounting conventions, this information should not be
viewed as a substitute for the information prepared by Interpublic in accordance
with GAAP, including the balance sheets and statements of income and cash flow
contained in Interpublic's quarterly and annual reports filed with the SEC on
Forms 10-Q and 10-K.
Investors should evaluate any statements made by Interpublic in light of these
important factors.
[Stabilization/FSA]