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): July 2, 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 July 2, 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 July 2, 2003.
Cautionary Statement
The attached 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 and existing 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.
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: July 2, 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.
WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS
1271 Avenue of the Americas, New York, N.Y. 10020
FOR IMMEDIATE RELEASE
INTERPUBLIC CHIEF FINANCIAL OFFICER
SEAN ORR TO LEAVE COMPANY
Chief Operating Officer Chris Coughlin
Will Assume CFO Title and Responsibilities
NEW YORK, NY (July 02, 2003) - The Interpublic Group (NYSE: IPG) announced today
that Executive Vice President and Chief Financial Officer Sean F. Orr will be
leaving the company at the end of August. At that time, his title and
responsibilities will be assumed by Christopher J. Coughlin, the company's Chief
Operating Officer.
According to Frank J. Borelli, Interpublic's Presiding Director, "We understand
and respect Sean's desire to move onto a new phase in his career. His efforts
were significant in helping the company come through some of its recent
difficulties. Notably, Sean should be recognized for the role he played in
identifying the accounting situation at McCann-Erickson in Europe, addressing it
forcefully and beginning to put in place new, improved financial systems. We
wish him well in whatever he chooses to do."
"Our initiatives to strengthen the balance sheet have been very successful and
that key priority has been substantially accomplished," said Interpublic
Chairman and CEO David Bell. "Sean has helped lead these efforts, for which we
thank him. He has also graciously agreed to stay in his position until late
August, so as to ensure a smooth transition of the corporate finance functions.
This should allow Chris Coughlin to remain focused on the strategic priorities
he is driving within Interpublic: margin enhancement, as well as operational
accountability and reliability. Sean is a bright and capable executive and I
know he will find interesting challenges in the future."
Mr. Orr joined Interpublic as Executive Vice President and Chief Financial
Officer in June of 1999 from PepsiCo, Inc., where he had been Senior Vice
President and Controller. From 1994 to 1997, he served as Executive Vice
President and Chief Financial Officer of the Frito-Lay Company, a PepsiCo
subsidiary. Prior to that, he had been Vice President and Controller at the
Reader's Digest Association, a post he took in 1990. Mr. Orr began his career
with KPMG Peat Marwick in 1976 and was elected Partner ten years later.
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About Interpublic
Interpublic is one of the world's leading organizations of advertising agencies
and marketing services companies. Its five global operating groups are
McCann-Erickson WorldGroup, The Partnership, FCB Group, Interpublic Sports and
Entertainment Group, and Advanced Marketing Services. Major global brands
include Draft Worldwide, Foote, Cone & Belding Worldwide, Golin/Harris
International, Initiative Media, Lowe Worldwide, McCann-Erickson, Octagon,
Universal McCann and Weber Shandwick Worldwide.
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Contact Information
Press: Investors:
Philippe Krakowsky Susan Watson
(212) 399-8088 (212) 399-8208