UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
The Interpublic Group of Companies, Inc.
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(Name of Subject Company (issuer))
The Interpublic Group of Companies, Inc.
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(Name of Filing Person (issuer))
Zero-Coupon Convertible Senior Notes due 2021
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(Title of Class of Securities)
460690AP5
460690AQ3
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(CUSIP Numbers of Classes of Securities)
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Nicholas J. Camera, Esq.
Senior Vice President, General Counsel & Secretary
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020
(212) 399-8000
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(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
Copies to:
David Lopez
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
$582,539,756.96 $116,507.95
*For the purpose of calculating amount of filing fee only. The amount
assumes that all outstanding Notes are purchased at a price of 82.9876% of their
principal amount at maturity.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $116,507.95
Form or Registration No.: 005-04764
Filing Party: The Interpublic Group of Companies, Inc.
Date Filed: March 10, 2003
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
INTRODUCTORY STATEMENT
The Interpublic Group of Companies, Inc., a Delaware corporation
("Interpublic"), hereby amends the Tender Offer Statement on Schedule TO (the
"Schedule TO"), originally filed on March 10, 2003 and amended by Amendment 1,
dated March 10, 2003 and Amendment 2, dated March 19, 2003, with respect to the
offer to purchase for cash any and all of its outstanding Zero-Coupon
Convertible Senior Notes due 2021 (the "Notes") at a purchase price of 82.9876%
of their principal amount at maturity. Interpublic's offer for the Notes is
being made on the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 10, 2003, and the related Letter of Transmittal. Copies of
the Offer to Purchase and the Letter of Transmittal are included as Exhibits
(a)(1)(i) and (a)(1)(ii), respectively, to this Schedule TO. The offer will
expire at 12 midnight, New York City time, on Friday, April 4, 2003, unless the
offer is extended. The Schedule TO, as amended, is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of
1934, as amended.
Item 4. Terms of the Transaction.
Item 4 of the Schedule TO is hereby amended and supplemented as
follows:
Clause (2) of the first sentence of Section 11-"Conditions to
the Offer" is hereby amended and restated in its entirety as follows:
"(2) there shall have been any action threatened or taken, or any
approval withheld, or any statute, rule or regulation
invoked, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the offer or
us, by any government or governmental, regulatory or
administrative authority or agency or tribunal, domestic or
foreign, which, in our reasonable judgment, would or is
reasonably likely to result in any of the consequences
referred to in clause (1)(i) or (1)(ii) above;"
The first sentence of the second paragraph under Section 11-"Conditions
to the Offer" is hereby amended and restated in its entirety as follows:
"The foregoing conditions are for our sole benefit and may be asserted
by us regardless of the circumstances giving rise to any such condition or may
be waived by us in whole or in part at any time and from time to time prior to
the expiration of the offer in our sole discretion; provided however, that we
may not assert any of the foregoing conditions if the circumstances giving rise
to such condition result from any action or inaction on our part."
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 25, 2003
THE INTERPUBLIC GROUP
OF COMPANIES, INC.
By: /s/ Nicholas J. Camera
--------------------------------
Name: Nicholas J. Camera
Title: Senior Vice President,
General Counsel & Secretary
INDEX TO EXHIBITS
Exhibit No. Description
(a)(1)(i)* Offer to Purchase, dated March 10, 2003
(a)(1)(ii)* Form of Letter of Transmittal.
(a)(1)(iii)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(iv)* Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)* Form of Notice of Guaranteed Delivery.
(a)(2)-(a)(4) None.
(a)(5)(i)* Press Release issued by Interpublic dated March 10, 2003.
(a)(5)(ii)* Press Release issued by Interpublic dated March 17, 2003
(incorporated herein by reference to Exhibit 99.1 to our
Current Report on Form 8-K, dated March 18, 2003).
(b)(i)* Indenture, dated as of October 20, 2000, between Interpublic
and The Bank of New York, as trustee (incorporated herein by
reference to Exhibit 99.1 to our Current Report on Form 8-K,
dated October 24, 2000).
(b)(ii)* Third Supplemental Indenture dated as of March 13, 2003
between The Interpublic Group of Companies, Inc. and The
Bank of New York, as trustee (incorporated herein by
reference to Exhibit 4.1 to our Current Report on Form 8-K,
dated March 18, 2003).
(d)(i)* Amended and Restated Commitment Letter, dated February 28,
2003, among Interpublic, UBS AG and UBS Warburg, LLC
(incorporated herein by reference to our Current Report on
Form 8-K, dated March 7, 2003).
(d)(ii)* Registration Rights Agreement dated as of March 13, 2003
between The Interpublic Group of Companies, Inc. and Salomon
Smith Barney Inc., J.P. Morgan Securities Inc. and UBS
Warburg LLC, as representatives of the initial purchasers
named therein (incorporated herein by reference to Exhibit
4.2 to our Current Report on Form 8-K, dated March 18, 2003)
(g) None.
(h) None.
*Previously Filed