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): December 16, 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 December 16, 2003, The Interpublic Group of Companies, Inc.
("Interpublic") entered into an underwriting agreement (the "Common Stock
Underwriting Agreement") with Citigroup Global Markets Inc., J.P. Morgan
Securities Inc. and UBS Securities LLC (the "Representatives"), as
representatives of the several underwriters named therein, relating to the offer
and sale by Interpublic of up to 25,758,160 shares of common stock, par value
$0.10 per share (the "Common Stock"). On December 17, 2003, Interpublic filed a
prospectus supplement (the "Common Stock Prospectus Supplement"), dated December
16, 2003 and relating to the offer and sale of the Common Stock, to the
prospectus (the "Prospectus"), dated November 20, 2003, included as part of the
Registration Statement on Form S-3 (file no. 333-109384) of Interpublic (the
"Registration Statement"). The Common Stock Prospectus Supplement, together with
the Prospectus but excluding the documents incorporated therein by reference, is
included herein as Exhibit 99.1 and is incorporated herein by reference.
On December 16, 2003, Interpublic also entered into an underwriting
agreement (the "Series A Preferred Stock Underwriting Agreement") with the
Representatives, as representatives of the several underwriters named therein,
relating to the offer and sale by Interpublic of up to 7,475,000 shares of 53/8%
Series A Mandatory Convertible Preferred Stock (the "Series A Preferred Stock").
On December 17, 2003, Interpublic filed a prospectus supplement (the "Series A
Preferred Stock Prospectus Supplement"), dated December 16, 2003 and relating to
the offer and sale of the Series A Preferred Stock, to the Prospectus. The
Series A Preferred Stock Prospectus Supplement, together with the Prospectus but
excluding the documents incorporated therein by reference, is included herein as
Exhibit 99.2 and is incorporated herein by reference.
In connection with the pricing of the sale of the Common Stock and the
Series A Preferred Stock, Interpublic issued a press release on December 16,
2003, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein
by reference.
In order to furnish certain exhibits for incorporation by reference in
the Registration Statement, Interpublic is filing the Common Stock Underwriting
Agreement, the Series A Preferred Stock Underwriting Agreement and the
Certificate of Designations relating to the Series A Preferred Stock under Item
7 hereof.
Item 7. Financial Statements and Exhibits
Exhibit Description of Exhibits
Number -----------------------
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1.1* Common Stock Underwriting Agreement, dated December 16, 2003,
among The Interpublic Group of Companies, Inc. and Citigroup
Global Markets Inc., J.P. Morgan Securities Inc. and UBS
Securities LLC, as representatives of the several underwriters
named therein.
1.2* 5 3/8% Series A Mandatory Convertible Preferred Stock
Underwriting Agreement, dated December 16, 2003, among The
Interpublic Group of Companies, Inc. and Citigroup Global Markets
Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as
representative of the several underwriters named therein.
4.1* Certificate of Designations of 5 3/8% Series A Senior Mandatory
Convertible Preferred Stock of The Interpublic Group of
Companies, Inc., as filed with the Delaware Secretary of State on
December 17, 2003.
99.1 Common stock prospectus supplement, excluding the documents
incorporated by reference therein (incorporated by reference to
prospectus supplement dated December 16, 2003 of the Interpublic
Group of Companies, Inc. relating to the offer and sale of its
common stock, filed under Rule 424(b)(5) on December 17, 2003).
99.2 5 3/8% Series A mandatory convertible preferred stock prospectus
supplement, excluding the documents incorporated by reference
therein (incorporated by reference to prospectus supplement dated
December 16, 2003 of the Interpublic Group of Companies, Inc.
relating to the offer and sale of its Series A mandatory
convertible preferred stock , filed under Rule 424(b)(5) on
December 17, 2003).
99.3 Press Release, dated December 16, 2003, issued by The Interpublic
Group of Companies, Inc. in connection with the sale of its
Common Stock and 5 3/8% Series A Mandatory Convertible Preferred
Stock.
* Filed herewith and incorporated by reference in the registration statement
on Form S-3 (No. 333-109384) of The Interpublic Group of Companies, Inc.
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: December 19, 2003 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General
Counsel and Secretary