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 10, 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 2. Acquisition or Disposition of Assets.
The Interpublic Group of Companies, Inc. ("Interpublic") announced on
July 10, 2003 that it completed the sale of its NFO research unit to Taylor
Nelson Sofres PLC, a public limited company incorporated under the laws of
England and Wales.
At closing, Taylor Nelson Sofres paid Interpublic approximately $400
million in cash, plus an additional payment for NFO's net cash on hand at
closing, together with 11,688,218 ordinary shares of Taylor Nelson Sofres.
Interpublic has agreed to certain restrictions on the sale of the stock
consideration received from Taylor Nelson Sofres until March 2004. Interpublic
will also receive an additional $10 million of cash payable approximately one
year after the closing date, subject to the market price per Taylor Nelson
Sofres ordinary share continuing to exceed 146 pence during a specified
averaging period.
As a result of the sale of NFO, Interpublic expects to realize an
accounting gain in the third quarter of 2003 of approximately $100 million,
subject to various closing adjustments.
Item 7. Financial Statements and Exhibits.
(b) Item 7(b) of the Current Report on Form 8-K filed by Interpublic
with the Securities and Exchange Commission on June 18, 2003 is hereby
incorporated by reference.
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, gains expected from the NFO transaction,
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 are
subject to change based on a number of factors, such as those outlined in this
section. 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 24, 2003 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General Counsel
and Secretary