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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________________

FORM 8-K
_______________________

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 9, 2006

The Interpublic Group of Companies, Inc. 
(Exact Name of Registrant as Specified in Charter) 
 
 
Delaware  1-6686  13-1024020 
(State or Other Jurisdiction  (Commission File  (IRS Employer 
of Incorporation)  Number)  Identification No.) 
 
1114 Avenue of the Americas, New York, New York 
10036 
(Address of Principal Executive Offices) 
(Zip Code) 
   
Registrant’s telephone number, including area code: 212-704-1200
 
(Former Name or Former Address, if Changed Since Last Report)

 

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 


 

 

Item 8.01

Other Events.

On March 9, 2006, The Interpublic Group of Companies, Inc. issued a press release announcing that it will release earnings for the full year 2005 and file its annual report on Form 10-K on March 22, 2006. A copy of that press release is filed as Exhibit 99.1 to this report and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1: Press release dated March 9, 2006 (filed pursuant to Item 8.01).

 

 

 

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Cautionary Statement

The attached press release contains forward-looking statements. Statements in the press release that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in our 2004 Annual Report on Form 10-K/A under Item 1, Business—Risk Factors. Forward-looking statements speak only as of the date they are made, and we undertake 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, the following:

 

•

risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our control environment;

 

•

potential adverse effects to our financial condition, results of operations or prospects as a result of our restatement of prior period financial statements;

 

•

our ability to satisfy covenants under our credit facilities;

 

•

our ability to satisfy certain reporting covenants under our indentures;

 

•

our ability to attract new clients and retain existing clients;

 

•

our ability to retain and attract key employees;

 

•

potential adverse effects if we are required to recognize additional impairment charges or other adverse accounting-related developments;

 

•

potential adverse developments in connection with the ongoing Securities and Exchange Commission investigation;

 

•

potential downgrades in the credit ratings of our securities;

 

•

risks associated with the effects of global, national and regional economic and political conditions, including with respect to fluctuations in interest rates and currency exchange rates; and

 

•

developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

Investors should carefully consider these factors and the additional risk factors outlined in more detail in our 2004 Annual Report on Form 10-K/A under Item 1, Business—Risk Factors.

 

 

 

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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 9, 2006

By:         /s/ Nicholas J. Camera                            

Nicholas J. Camera

Senior Vice President, General Counsel

and Secretary

 

 

 

 

 

 

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Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

 

INTERPUBLIC SCHEDULES FULL YEAR 2005 EARNINGS RELEASE

 

New York, NY (March 9, 2006) – Interpublic Group (NYSE: IPG) today announced that it will release earnings for the full year 2005 and file its annual report on form 10-K on the morning of March 22, 2006. The company will hold a conference call for investors at 8:30 a.m. Eastern Time on that date to review results.

 

The company intends to avail itself of a portion of the 15-day grace period afforded by SEC Rule 12b-25. The company indicated that, given its previously disclosed material weaknesses, the extension is necessary to complete the procedures required to finalize the accounting for previously disclosed issues primarily related to client and vendor credits.

 

Management expects that it will receive an unqualified opinion on the company’s 2005 financial results from its outside auditors and, consistent with previous disclosure, an adverse opinion on the operating effectiveness of its internal controls over financial reporting. The company also reiterated that it will hold its Investor Day meeting on March 27, 2006 in New York.

 

To join the conference call on March 22, please call (866) 314-5050. Outside the United States, please call (617) 213-8051. The participant passcode is 77796093. The call can be accessed live on the company’s website, www.interpublic.com.

 

The conference call will be recorded and available for 30 days by calling (888) 286-8010 followed by the passcode 95089674. Outside the United States, please call (617) 801-6888 followed by the passcode 95089674. The call will also be archived and available in the investor relations section of the company’s website.

 

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 Interpublic Group  1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel 212-704-1201 fax

 

 


 

 

About Interpublic

 

Interpublic is one of the world's leading organizations of advertising agencies and marketing-services companies. Major global brands include Draft, Foote Cone & Belding Worldwide, FutureBrand, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

 

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Contact Information

 

Philippe Krakowsky

(212) 704-1328

Jerry Leshne

(Analysts, Investors)

(212) 704-1439

 

 

 

 Interpublic Group  1114 Avenue of the Americas   New York, NY 10036   212-704-1200 tel 212-704-1201 fax