SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2 to
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 2001 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas 10020
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 399-8000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No____.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.___.
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant was $11,754,189,540 as of April 30, 2002.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock outstanding at April 30, 2002: 380,640,853 shares.
Introduction
This Form 10-K/A amends the Form 10-K filed by The Interpublic
Group of Companies, Inc. ("Interpublic") on April 1, 2002 for the fiscal year
ended December 31, 2001, as amended by the Form 10-K/A filed by Interpublic on
May 3, 2002. This Form 10-K/A is being filed solely to set forth in a new
Exhibit 21.1 information regarding certain subsidiaries of Interpublic that was
inadvertently omitted from the Form 10-K originally filed by Interpublic on
April 1, 2002 for the fiscal year ended December 31, 2001 as a result of an
electronic transmission error. This Form 10-K/A amends Item 14 of Part IV of
Interpublic's original Form 10-K filing only, and all other portions of
Interpublic's original 10-K filing remain in effect.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
(a) Listed below are all financial statements, financial statement
schedules and exhibits filed as part of this Report on Form 10-K/A.
1. Financial Statements:
See the Index to Financial Statements on page F-1.*
2. Financial Statement Schedule:
See the Index to Financial Statement Schedule on page F-1.*
3. Exhibits:
(Numbers used are the numbers assigned in Item 601 of Regulation S-K
and the EDGAR Filer Manual. An additional copy of this exhibit index immediately
precedes the exhibits filed with this Report on Form 10-K/A and the exhibits
transmitted to the Commission as part of the electronic filing of the Report.)
Exhibit No. Description
----------- -----------
3 (i) The Restated Certificate of Incorporation of the Registrant, as
amended is incorporated by reference to its Report on Form 10-Q for
the quarter ended June 30, 1999. See Commission file number 1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19, 1991, are
incorporated by reference to its Report on Form 10-K for the year
ended December 31, 1990. See Commission file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
(i) Senior Debt Indenture dated as of October 20, 2000 between the
Registrant and The Bank of New York, as Trustee is incorporated by
reference to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated October 24, 2000.
(ii) First Supplemental Indenture, dated August 22, 2001 between The
Interpublic Group of Companies, Inc. and The Bank of New York, as
trustee. is incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement Form S-4 (No. 333-74476).
(iii) Second Supplemental Indenture dated as of December 14, 2001 between
the Registrant and The Bank of New York, as Trustee is incorporated
by reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-3 (No. 333-82368).
(iv) Registration Rights Agreement dated as of December 14, 2001 between
the Registrant and Salomon Smith Barney Inc., as representative of
the initial purchasers named therein is incorporated by reference
to Exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (No. 333-82368).
(v) Indenture, dated as of September 16, 1997 between Interpublic and
The Bank of New York is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended September
30, 1998. See Commission file number 1-6686.
(vi) The Preferred Share Purchase Rights Plan as adopted on July 18,
1989 is incorporated by reference to Registrant's Registration
Statement on Form 8-A dated August 1, 1989 (No. 00017904) and, as
amended, by reference to Registrant's Registration Statement on
Form 8 dated October 3, 1989 (No. 00106686).
10 Material Contracts.
(a) Purchase Agreement, dated September 10, 1997, among The Interpublic
Group of Companies, Inc. ("Interpublic"), Morgan Stanley & Co.,
Incorporated, Goldman Sachs and Co. and SBC Warburg Dillon Read
Inc. is incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended September 30, 1999. See Commission
file number 1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements with
Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements filed with
the Registrant's Reports on Form 10-K for the years ended December
31, 1980 through December 31, 2001 inclusive, or filed with the
Registrant's Reports on Form 10-Q for the periods ended March 31,
2001, June 30, 2001 and September 30, 2001 are incorporated by
reference in this Report on Form 10-K/A. See Commission file number
1-6686. Listed below are agreements or amendments to agreements
between the Registrant and its executive officers which remain in
effect on and after the date hereof or were executed during the
year ended December 31, 2001 and thereafter, unless previously
submitted, which are filed as exhibits to this Report on Form
10-K/A.
(i) John J. Dooner
(a) Supplemental Agreement, dated as of April 1, 2000 to
an Employment Agreement between Registrant and John
J. Dooner is incorporated by reference to Exhibit
10(b)to Registrant's Report on Form 10-Q for the
quarter ended March 31, 2000. See Commission file
number 1-6686.
(b) Supplemental Agreement, dated as of January 1, 1999
to an Employment Agreement made as of January 1,
1994 between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(e)to
Registrant's Report on Form 10-Q for the quarter
ended March 31, 1999. See Commission file number
1-6686.
(c) Executive Severance Agreement dated January 1, 1998
between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(b)to
Registrant's Report on Form 10-Q for the quarter
ended March 31, 1998. See Commission file number
1-6686.
(d) Supplemental Agreement, dated as of September 1,
1997 to an Employment Agreement between Registrant
and John J. Dooner is incorporated by reference to
Exhibit 10(k)to Registrant's Report on Form 10-Q for
the quarter ended September 30, 1997. See Commission
file number 1-6686.
(e) Supplemental Agreement made as of July 1, 1995, by
and between Registrant and John J. Dooner to an
Employment Agreement made as of January 1, 1994 is
incorporated by reference to Exhibit 10(B)to
Registrant's Report on Form 10-Q for the quarter
ended September 30, 1995. See Commission file number
1-6686.
(f) Executive Special Benefit Agreement made as of July
1, 1986 is incorporated by reference to Exhibit
10(e)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(g) Executive Severance Agreement made as of August 10,
1987 is incorporated by reference to Exhibit 10(h)to
Registrant's Report on Form 10-K for the year ended
December 31, 1995. See Commission file number
1-6686.
(h) Supplemental Agreement made as of May 23, 1990 to an
to an Executive Special Benefit Agreement made as of
July 1, 1986 is incorporated by reference to Exhibit
10(l)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(i) Supplemental Agreement made as of August 10, 1992 to
an Executive Severance Agreement made as of August
10, 1987 is incorporated by reference to Exhibit
10(p)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(j) Executive Special Benefit Agreement made as of, July
1, 1992 is incorporated by reference to Exhibit
10(q)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(k) Employment Agreement made as of January 1, 1994 is
incorporated by reference to Exhibit 10(r)to
Registrant's Report on Form 10-K for the year ended
December 31, 1995. See Commission file number
1-6686.
(l) Executive Special Benefit Agreement, dated as of
June 1, 1994 is incorporated by reference to Exhibit
10(s)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(m) Supplemental Agreement, dated as of July 1, 1995 to
an Employment Agreement made as of January 1, 1994
between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(t)to
Registrant's Report on Form 10-K for the year ended
December 31, 1995. See Commission file number
1-6686.
(ii) Sean F. Orr
(a) Supplemental Agreement, dated as of June 1, 2000 to
an Executive Severance Agreement, made as of April
27, 1999 Registrant and Sean F. Orr is incorporated
by reference to Exhibit 10(f) to Registrant's Report
on Form 10-Q for the year ended June 30, 2000. See
Commission file number 1-6686.
(b) Supplemental Agreement, dated as of April 1, 2000 to
an Employment Agreement between Registrant and Sean
F. Orr is incorporated by reference to Exhibit 10(c)
to Registrant's Report on Form 10-Q for the quarter
ended March 31, 2000. See Commission file number
1-6686.
(c) Executive Severance Agreement dated as of May 1,
1999 between Registrant and Sean F. Orr is
incorporated by reference to Exhibit 10(b)(i)(b) to
Registrant's Report on Form 10-K for the year ended
December 31, 1999. See Commission file number
1-6686.
(d) Employment Agreement, dated as of April 27, 1999 to
between Registrant and Sean F. Orr is incorporated
by reference to Exhibit 10(b)(i)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
1999. See Commission file number 1-6686.
(e) Executive Severance Agreement dated as of April 27,
1999 between Registrant and Sean F. Orr is
incorporated by reference to Exhibit 10(b)(i)(c) to
Registrant's Report on Form 10-K for the year ended
December 31, 1999. See Commission file number
1-6686.
(iii) David A. Bell
(a) David A. Bell Employment Agreement dated as of
January 1, 2000 between True North Communications
Inc. and David A. Bell.*
(b) Employment Agreement Amendment dated as of March 1,
2001 to an Employment Agreement dated as of January
1, 2000 between True North Communications Inc. and
David A. Bell.*
(iv) Barry R. Linsky
(a) Supplemental Employment Agreement dated as of March
26, 2001 between Registrant and Barry R. Linsky.*
(b) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Registrant and Barry R. Linsky is incorporated by
reference to Exhibit 10(b)(ii)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(c) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Registrant and Barry R. Linsky is incorporated by
reference to Exhibit 10(b)(ii)(b) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(d) Executive Severance Agreement dated as of January 1,
1998 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(iv) to
Registrant's Report on Form 10-K for the year ended
December 31, 1998. See Commission file number
1-6686.
(e) Supplemental Agreement dated as of August 1, 1996 to
an Employment Agreement dated as of January 1, 1991
between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(f) to
Registrant's Report on Form 10-K for the year ended
December 31, 1996. See Commission file number
1-6686.
(f) Supplemental Agreement, dated as of January 1, 1996
to an Employment agreement dated January 1, 1991
between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(e) to
Registrant's Report on Form 10-K for the year ended
December 31, 1996. See Commission file number
1-6686.
(g) Supplemental Agreement, dated as of January 1, 1995
to an Employment Agreement dated as of January 1,
1991 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(d) to
Registrant's Report on Form 10-K for the year ended
December 31, 1996. See Commission file number
1-6686.
(h) Executive Special Benefit Agreement, dated as of
March 1, 1993 between Registrant and Barry R. Linsky
is incorporated by reference to Exhibit 10(b)(ii)(c)
to Registrant's Report on Form 10-K for the year
ended December 31, 1996. See Commission file number
1-6686.
(i) Supplemental Agreement, dated as of August 15, 1992
to an Employment Agreement dated as of January 1,
1991 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(a) to
Registrant's Report on Form 10-K for the year ended
December 31, 1996. See Commission file number
1-6686.
(v) Bruce Nelson
(a) Employment Agreement dated as of September 5, 2000
between Registrant and Bruce Nelson is incorporated
by reference to Exhibit 10(b)(v)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(b) Executive Special Benefit Agreement dated as of
September 1, 2000 between Registrant and Bruce
Nelson is incorporated by reference to Exhibit
10(b)(v)(b) to Registrant's Report on Form 10-K for
the year ended December 31, 2000. See Commission
file number 1-6686.
(c) Supplemental Agreement dated as of September 1, 2000
to an Executive Special Benefit Agreement dated as
of January 1, 1986 between Registrant and Bruce
Nelson is incorporated by reference to Exhibit
10(b)(v)(c) to Registrant's Report on Form 10-K for
the year ended December 31, 2000. See Commission
file number 1-6686.
(vi) Nicholas J. Camera
(a) Executive Severance Agreement dated as of October
31, 1997 between Registrant and Thomas Dowling.*
(vii) Albert Conte
(a) Employment Agreement dated as of February 21, 2000
between Registrant and Albert Conte.*
(viii) Thomas Dowling
(a) Executive Special Benefit Agreement dated as of
February 1, 2000 between Registrant and Thomas
Dowling.*
(b) Executive Special Benefit Agreement dated as of
February 1, 2001 between Registrant and Thomas
Dowling.*
(ix) C. Kent Kroeber
(a) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Registrant and C. Kent Kroeber is incorporated by
reference to Exhibit 10(b)(iii)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(b) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Registrant and C. Kent Kroeber is incorporated by
reference to Exhibit 10(b)(iii)(b) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(x) Gunnar Wilmot
(a) Executive Special Benefit Agreement dated as of
April 1, 1999 between Registrant and Gunnar Wilmot.*
(b) Executive Special Benefit Agreement dated as of
October 1, 1996 between Registrant and Gunnar
Wilmot.*
(c) Supplemental Agreement made as of May 23, 1990 to an
Executive Special Benefit Agreement dated as of
January 1, 1990 between Registrant and Gunnar
Wilmot.*
(d) Executive Special Benefit Agreement dated as of
January 1, 1990 between Registrant and Gunnar
Wilmot.*
(xi) Steven Berns
(a) Employment Agreement dated as of August 3, 1999
between Registrant and Steven Berns.*
(xii) Richard A. Goldstein
(a) Richard A Goldstein Deferred Compensation Agreement,
dated as of June 1, 2001 between Registrant and
Richard A. Goldstein is incorporated by reference to
Exhibit 10(c) to Registrant's Report on Form 10-Q
for the quarter ended June 30, 2001. See Commission
file number 1-6686.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between
Interpublic, Lintas Campbell-Ewald Company, McCann-Erickson
USA, Inc., McCann-Erickson Marketing, Inc., Lintas, Inc. and
Chemical Bank, as Trustee, is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock Award
Plan of the Registrant are incorporated by reference to
Appendices C and D of the Prospectus dated May 4, 1989
forming part of its Registration Statement on Form S-8 (No.
33-28143).
(iii) The Management Incentive Compensation Plan of the Registrant
is incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended June 30, 1995. See
Commission file number 1-6686.
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the Registrant
is incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the Registrant,
as amended, is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.
(vii) The Long-Term Performance Incentive Plan of the Registrant
is incorporated by reference to Appendix A of the Prospectus
dated December 12, 1988 forming part of its Registration
Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted on February 16,
1993, amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(ix) Resolution of the Board of Directors adopted on May 16, 1989
amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Report on Form
10-K for the year ended December 31, 1989. See Commission
file number 1-6686.
(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1996. See Commission
file number 1-6686.
(xi) The 1997 Performance Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1997. See Commission
file number 1-6686.
(xii) True North Communications Inc. Stock Option Plan,
incorporated by reference to Exhibit 4.5 of Post-Effective
Amendment No.1 on Form S-8 to Registration Statement on Form
S-4 (Registration No. 333-59254).
(xiii) Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan,
incorporated by reference to Exhibit 4.5 of Post-Effective
Amendment No.1 on Form S-8 to Registration Statement on Form
S-4 (Registration No. 333-59254).
(xiv) True North Communications Inc. Deferred Compensation Plan.*
(xv) Resolution of the Board of Directors of True North
Communications Inc. adopted on March 1, 2002 amending the
Deferred Compensation Plan.*
(d) Loan Agreements.
(i) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years ended
December 31, 1988 and December 31, 1986 are incorporated by
reference in this Report on Form 10-K/A. Other Credit
Agreements, amendments to various Credit Agreements,
Supplemental Agreements, Termination Agreements, Loan
Agreements, Note Purchase Agreements, Guarantees and
Intercreditor Agreements filed with the Registrant's Report
on Form 10-K for the years ended December 31, 1989 through
December 31, 1999, inclusive and filed with Registrant's
Reports on Form 10-Q for the periods ended March 31, 2001,
June 30, 2001 and September 30, 2001 are incorporated by
reference into this Report on Form 10-K/A. See Commission
file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the years ended
December 31, 1980 and December 31, 1988. See Commission file number
1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
Acquisition Agreement (in German) between Treuhandelsgesellschaft
Aktiengesellschaft & Co. Grundbesitz OHG and McCann-Erickson
Deutschland GmbH & Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the Acquisition
Agreement are incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(g) Mortgage Agreements and Encumbrances.
(i) Summaries in German and English of Mortgage Agreements
between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated January 22,
1993, between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank, Mortgage Agreement, dated January 22, 1993,
between McCann-Erickson Deutschland and Hypothekenbank are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686. Summaries in German and
English of Mortgage Agreement, between McCann-Erickson
Deutschland and Frankfurter Sparkasse and Mortgage
Agreement, dated January 7, 1993, between McCann-Erickson
Deutschland and Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992. See Commission file number
1-6686.
(ii) Summaries in German and English of Documents creating
Encumbrances in favor of Frankfurter Hypothekenbank and
Frankfurter Sparkasse in connection with the aforementioned
Mortgage Agreements, Encumbrance, dated January 15, 1993, in
favor of Frankfurter Hypothekenbank, and Encumbrance, dated
January 15, 1993, in favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(iii) Loan Agreement (in English and German), dated January 29,
1993 between Lintas Deutschland GmbH and McCann-Erickson
Deutschland is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
13 This Exhibit includes: (a) those portions of the Annual Report to
Stockholders for the year ended December 31, 2001 which are included
therein under the following headings: Financial Highlights; Report of
Management; Management's Discussion and Analysis of Financial Condition and
Results of Operations; Consolidated Balance Sheet; Consolidated Statement
of Income; Consolidated Statement of Cash Flows; Consolidated Statement of
Stockholders' Equity and Comprehensive Income; Notes to Consolidated
Financial Statements (the aforementioned Consolidated Financial Statements
together with the Notes to Consolidated Financial Statements are referred
to herein as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data for Five Years; Results by
Quarter (Unaudited); and Stockholders Information.*
13.1 Transfer Agent & Registrar for Common Stock.**
21 Subsidiaries of the Registrant.*
21.1 Additional Subsidiaries of the Registrant.
23 Consent of Independent Accountants: PricewaterhouseCoopers LLP*
Consent of Independent Public Accountants: J.H. Cohn LLP*
Consent of Independent Accountants: Arthur Andersen LLP*
Consent of Independent Accountants: Arthur Andersen LLP*
24 Power of Attorney to sign Form 10-K and resolution of Board of Directors re
Power of Attorney.*
99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 2001:
(i) Report dated December 11, 2001. Item 5 Other Events and Exhibit
99.1 Press Release.
(ii) Report dated, December 14, 2001. Item 5 Other Events and Exhibit
99.1 Press Release.
-----------
* Previously filed on The Interpublic Group of Companies, Inc. Annual Report on
Form 10-K, filed on April 1, 2002, for the year ended December 31, 2001.
** Previously filed on Amendment No.1 to The Interpublic Group of Companies,
Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed on
May 3, 2002.
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
May 31, 2002 BY: /s/ Nicholas J. Camera
--------------------------------
Nicholas J. Camera
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 31, 2002.
Name Title
* Chairman of the Board,
------------------------- President and Chief
John J. Dooner, Jr. Executive Officer (Principal
Executive Officer)
* Executive Vice President,
------------------------- Chief Financial Officer
Sean F. Orr (Principal Financial
Officer) and Director
* Director
-------------------------
Frank J. Borelli
* Director
-------------------------
Reginald K. Brack
* Director
-------------------------
Jill M. Considine
* Director
-------------------------
Richard A. Goldstein
* Director
-------------------------
H. John Greeniaus
* Director
-------------------------
Michael I. Roth
* Director
-------------------------
J. Phillip Samper
* Vice President and
------------------------- Controller (Principal
Richard P. Sneeder, Jr. Accounting Officer)
By: /s/ Nicholas J. Camera
-------------------------
Nicholas J. Camera
Attorney-in-Fact
---------------
* Such signature has been affixed pursuant to a Power of Attorney previously
filed as an exhibit to Interpublic's Annual Report on Form 10-K, filed on April
1, 2002, for the year ended December 31, 2001 and incorporated herein by
reference thereto.
INDEX TO DOCUMENTS
Exhibit No. Description
----------- -----------
3 (i) The Restated Certificate of Incorporation of the Registrant, as
amended is incorporated by reference to its Report on Form 10-Q for
the quarter ended June 30, 1999. See Commission file number 1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19, 1991, are
incorporated by reference to its Report on Form 10-K for the year
ended December 31, 1990. See Commission file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
(i) Senior Debt Indenture dated as of October 20, 2000 between the
Registrant and The Bank of New York, as Trustee is incorporated by
reference to Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated October 24, 2000.
(ii) First Supplemental Indenture, dated August 22, 2001 between The
Interpublic Group of Companies, Inc. and The Bank of New York, as
trustee. is incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement Form S-4 (No. 333-74476).
(iii) Registration Rights Agreement dated as of December 14, 2001 between
the Registrant and Salomon Smith Barney Inc., as representative of
the initial purchasers named therein is incorporated by reference
to Exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (No. 333-82368).
(iv) Second Supplemental Indenture dated as of December 14, 2001 between
the Registrant and The Bank of New York, as Trustee is incorporated
by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-3 (No. 333-82368).
(v) The Preferred Share Purchase Rights Plan as adopted on July 18,
1989 is incorporated by reference to Registrant's Registration
Statement on Form 8-A dated August 1, 1989 (No. 00017904) and, as
amended, by reference to Registrant's Registration Statement on
Form 8 dated October 3, 1989 (No. 00106686).
10 Material Contracts.
(a) Purchase Agreement, dated September 10, 1997, among The Interpublic
Group of Companies, Inc. ("Interpublic"), Morgan Stanley & Co.,
Incorporated, Goldman Sachs and Co. and SBC Warburg Dillon Read
Inc. is incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended September 30, 1999. See Commission
file number 1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements with
Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements filed with
the Registrant's Reports on Form 10-K for the years ended December
31, 1980 through December 31, 2000 inclusive, or filed with the
Registrant's Reports on Form 10-Q for the periods ended March 31,
2001, June 30, 2001 and September 30, 2001 are incorporated by
reference in this Report on Form 10-K/A. See Commission file number
1-6686. Listed below are agreements or amendments to agreements
between the Registrant and its executive officers which remain in
effect on and after the date hereof or were executed during the
year ended December 31, 2001 and thereafter, unless previously
submitted, which are filed as exhibits to this Report on Form
10-K/A.
(i) John J. Dooner
(a) Supplemental Agreement, dated as of April 1, 2000
to an Employment Agreement between Registrant and
John J. Dooner is incorporated by reference to
Exhibit 10(b)to Registrant's Report on Form 10-Q
for the quarter ended March 31, 2000. See
Commission file number 1-6686.
(b) Supplemental Agreement, dated as of January 1, 1999
to an Employment Agreement made as of January 1,
1994 between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(e)to
Registrant's Report on Form 10-Q for the quarter
ended March 31, 1999. See Commission file number
1-6686.
(c) Executive Severance Agreement dated January 1, 1998
between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(b)to
Registrant's Report on Form 10-Q for the quarter
ended March 31, 1998. See Commission file number
1-6686.
(d) Supplemental Agreement, dated as of September 1,
1997 to an Employment Agreement between Registrant
and John J. Dooner is incorporated by reference to
Exhibit 10(k)to Registrant's Report on Form 10-Q
for the quarter ended September 30, 1997. See
Commission file number 1-6686.
(e) Supplemental Agreement made as of July 1, 1995, by
and between Registrant and John J. Dooner to an
Employment Agreement made as of January 1, 1994 is
incorporated by reference to Exhibit 10(B)to
Registrant's Report on Form 10-Q for the quarter
ended September 30, 1995. See Commission file
number 1-6686.
(f) Executive Special Benefit Agreement made as of July
1, 1986 is incorporated by reference to Exhibit
10(e)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(g) Executive Severance Agreement made as of August 10,
1987 is incorporated by reference to Exhibit
10(h)to Registrant's Report on Form 10-K for the
year ended December 31, 1995. See Commission file
number 1-6686.
(h) Supplemental Agreement made as of May 23, 1990 to
an to an Executive Special Benefit Agreement made
as of July 1, 1986 is incorporated by reference to
Exhibit 10(l)to Registrant's Report on Form 10-K
for the year ended December 31, 1995. See
Commission file number 1-6686.
(i) Supplemental Agreement made as of August 10, 1992
to an Executive Severance Agreement made as of
August 10, 1987 is incorporated by reference to
Exhibit 10(p)to Registrant's Report on Form 10-K
for the year ended December 31, 1995. See
Commission file number 1-6686.
(j) Executive Special Benefit Agreement made as of,
July 1, 1992 is incorporated by reference to
Exhibit 10(q)to Registrant's Report on Form 10-K
for the year ended December 31, 1995. See
Commission file number 1-6686.
(k) Employment Agreement made as of January 1, 1994 is
incorporated by reference to Exhibit 10(r)to
Registrant's Report on Form 10-K for the year ended
December 31, 1995. See Commission file number
1-6686.
(l) Executive Special Benefit Agreement, dated as of
June 1, 1994 is incorporated by reference to
Exhibit 10(s)to Registrant's Report on Form 10-K
for the year ended December 31, 1995. See
Commission file number 1-6686.
(m) Supplemental Agreement, dated as of July 1, 1995 to
an Employment Agreement made as of January 1, 1994
between Registrant and John J. Dooner is
incorporated by reference to Exhibit 10(t)to
Registrant's Report on Form 10-K for the year ended
December 31, 1995. See Commission file number
1-6686.
(ii) Sean F. Orr
(a) Supplemental Agreement, dated as of June 1, 2000 to
an Executive Severance Agreement, made as of April
27, 1999 Registrant and Sean F. Orr is incorporated
by reference to Exhibit 10(f) to Registrant's
Report on Form 10-Q for the year ended June 30,
2000. See Commission file number 1-6686.
(b) Supplemental Agreement, dated as of April 1, 2000
to an Employment Agreement between Registrant and
Sean F. Orr is incorporated by reference to Exhibit
10(c) to Registrant's Report on Form 10-Q for the
quarter ended March 31, 2000. See Commission file
number 1-6686.
(c) Executive Severance Agreement dated as of May 1,
1999 between Registrant and Sean F. Orr is
incorporated by reference to Exhibit 10(b)(i)(b) to
Registrant's Report on Form 10-K for the year ended
December 31, 1999. See Commission file number
1-6686.
(d) Employment Agreement, dated as of April 27, 1999 to
between Registrant and Sean F. Orr is incorporated
by reference to Exhibit 10(b)(i)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
1999. See Commission file number 1-6686.
(e) Executive Severance Agreement dated as of April 27,
1999 between Registrant and Sean F. Orr is
incorporated by reference to Exhibit 10(b)(i)(c) to
Registrant's Report on Form 10-K for the year ended
December 31, 1999. See Commission file number
1-6686.
(iii) David A. Bell
(a) David A. Bell Employment Agreement dated as of
January 1, 2000 between True North Communications
Inc. and David A. Bell.*
(b) Employment Agreement Amendment dated as of March 1,
2001 to an Employment Agreement dated as of January
1, 2000 between True North Communications Inc. and
David A. Bell.*
(iv) Barry R. Linsky
(a) Supplemental Employment Agreement dated as of March
26, 2001 between Registrant and Barry R. Linsky.*
(b) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Registrant and Barry R. Linsky is incorporated by
reference to Exhibit 10(b)(ii)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(c) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Registrant and Barry R. Linsky is incorporated by
reference to Exhibit 10(b)(ii)(b) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(d) Executive Severance Agreement dated as of January
1, 1998 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(iv) to
Registrant's Report on Form 10-K for the year ended
December 31, 1998. See Commission file number
1-6686.
(e) Supplemental Agreement dated as of August 1, 1996
to an Employment Agreement dated as of January 1,
1991 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(f)
to Registrant's Report on Form 10-K for the year
ended December 31, 1996. See Commission file number
1-6686.
(f) Supplemental Agreement, dated as of January 1, 1996
to an Employment agreement dated January 1, 1991
between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(e)
to Registrant's Report on Form 10-K for the year
ended December 31, 1996. See Commission file number
1-6686.
(g) Supplemental Agreement, dated as of January 1, 1995
to an Employment Agreement dated as of January 1,
1991 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(d)
to Registrant's Report on Form 10-K for the year
ended December 31, 1996. See Commission file number
1-6686.
(h) Executive Special Benefit Agreement, dated as of
March 1, 1993 between Registrant and Barry R.
Linsky is incorporated by reference to Exhibit
10(b)(ii)(c) to Registrant's Report on Form 10-K
for the year ended December 31, 1996. See
Commission file number 1-6686.
(i) Supplemental Agreement, dated as of August 15, 1992
to an Employment Agreement dated as of January 1,
1991 between Registrant and Barry R. Linsky is
incorporated by reference to Exhibit 10(b)(ii)(a)
to Registrant's Report on Form 10-K for the year
ended December 31, 1996. See Commission file number
1-6686.
(v) Bruce Nelson
(a) Employment Agreement dated as of September 5, 2000
between Registrant and Bruce Nelson is incorporated
by reference to Exhibit 10(b)(v)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(b) Executive Special Benefit Agreement dated as of
September 1, 2000 between Registrant and Bruce
Nelson is incorporated by reference to Exhibit
10(b)(v)(b) to Registrant's Report on Form 10-K for
the year ended December 31, 2000. See Commission
file number 1-6686.
(c) Supplemental Agreement dated as of September 1,
2000 to an Executive Special Benefit Agreement
dated as of January 1, 1986 between Registrant and
Bruce Nelson is incorporated by reference to
Exhibit 10(b)(v)(c) to Registrant's Report on Form
10-K for the year ended December 31, 2000. See
Commission file number 1-6686.
(vi) Nicholas J. Camera
(a) Executive Severance Agreement dated as of October
31, 1997 between Registrant and Thomas Dowling.*
(vii) Albert Conte
(a) Employment Agreement dated as of February 21, 2000
between Registrant and Albert Conte.*
(viii) Thomas Dowling
(a) Executive Special Benefit Agreement dated as of
February 1, 2000 between Registrant and Thomas
Dowling.*
(b) Executive Special Benefit Agreement dated as of
February 1, 2001 between Registrant and Thomas
Dowling.*
(ix) C. Kent Kroeber
(a) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Registrant and C. Kent Kroeber is incorporated by
reference to Exhibit 10(b)(iii)(a) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(b) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Registrant and C. Kent Kroeber is incorporated by
reference to Exhibit 10(b)(iii)(b) to Registrant's
Report on Form 10-K for the year ended December 31,
2000. See Commission file number 1-6686.
(x) Gunnar Wilmot
(a) Executive Special Benefit Agreement dated as of
April 1, 1999 between Registrant and Gunnar
Wilmot.*
(b) Executive Special Benefit Agreement dated as of
October 1, 1996 between Registrant and Gunnar
Wilmot.*
(c) Supplemental Agreement made as of May 23, 1990 to
an Executive Special Benefit Agreement dated as of
January 1, 1990 between Registrant and Gunnar
Wilmot.*
(d) Executive Special Benefit Agreement dated as of
January 1, 1990 between Registrant and Gunnar
Wilmot.*
(xi) Steven Berns
(a) Employment Agreement dated as of August 3, 1999
between Registrant and Steven Berns.*
(xii) Richard A. Goldstein
(a) Richard A Goldstein Deferred Compensation
Agreement, dated as of June 1, 2001 between
Registrant and Richard A. Goldstein is incorporated
by reference to Exhibit 10(c) to Registrant's
Report on Form 10-Q for the quarter ended June 30,
2001. See Commission file number 1-6686.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between
Interpublic, Lintas Campbell-Ewald Company, McCann-Erickson
USA, Inc., McCann-Erickson Marketing, Inc., Lintas, Inc. and
Chemical Bank, as Trustee, is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock Award
Plan of the Registrant are incorporated by reference to
Appendices C and D of the Prospectus dated May 4, 1989
forming part of its Registration Statement on Form S-8 (No.
33-28143).
(iii) The Management Incentive Compensation Plan of the Registrant
is incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended June 30, 1995. See
Commission file number 1-6686.
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the Registrant
is incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the Registrant,
as amended, is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.
(vii) The Long-Term Performance Incentive Plan of the Registrant
is incorporated by reference to Appendix A of the Prospectus
dated December 12, 1988 forming part of its Registration
Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted on February 16,
1993, amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(ix) Resolution of the Board of Directors adopted on May 16, 1989
amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Report on Form
10-K for the year ended December 31, 1989. See Commission
file number 1-6686.
(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1996. See Commission
file number 1-6686.
(xi) The 1997 Performance Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1997. See Commission
file number 1-6686.
(xii) True North Communications Inc. Stock Option Plan,
incorporated by reference to Exhibit 4.5 of Post-Effective
Amendment No.1 on Form S-8 to Registration Statement on Form
S-4 (Registration No. 333-59254).
(xiii) Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan,
incorporated by reference to Exhibit 4.5 of Post-Effective
Amendment No.1 on Form S-8 to Registration Statement on Form
S-4 (Registration No. 333-59254).
(xiv) True North Communications Inc. Deferred Compensation Plan.*
(xv) Resolution of the Board of Directors of True North
Communications Inc. adopted on March 1, 2002 amending the
Deferred Compensation Plan.*
(d) Loan Agreements.
(i) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years ended
December 31, 1988 and December 31, 1986 are incorporated by
reference in this Report on Form 10-K/A. Other Credit
Agreements, amendments to various Credit Agreements,
Supplemental Agreements, Termination Agreements, Loan
Agreements, Note Purchase Agreements, Guarantees and
Intercreditor Agreements filed with the Registrant's Report
on Form 10-K for the years ended December 31, 1989 through
December 31, 1999, inclusive and filed with Registrant's
Reports on Form 10-Q for the periods ended March 31, 2001,
June 30, 2001 and September 30, 2001 are incorporated by
reference into this Report on Form 10-K/A. See Commission
file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the years ended
December 31, 1980 and December 31, 1988. See Commission file number
1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
Acquisition Agreement (in German) between Treuhandelsgesellschaft
Aktiengesellschaft & Co. Grundbesitz OHG and McCann-Erickson
Deutschland GmbH & Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the Acquisition
Agreement are incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(g) Mortgage Agreements and Encumbrances.
(i) Summaries in German and English of Mortgage Agreements
between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated January 22,
1993, between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank, Mortgage Agreement, dated January 22, 1993,
between McCann-Erickson Deutschland and Hypothekenbank are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686. Summaries in German and
English of Mortgage Agreement, between McCann-Erickson
Deutschland and Frankfurter Sparkasse and Mortgage
Agreement, dated January 7, 1993, between McCann-Erickson
Deutschland and Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992. See Commission file number
1-6686.
(ii) Summaries in German and English of Documents creating
Encumbrances in favor of Frankfurter Hypothekenbank and
Frankfurter Sparkasse in connection with the aforementioned
Mortgage Agreements, Encumbrance, dated January 15, 1993, in
favor of Frankfurter Hypothekenbank, and Encumbrance, dated
January 15, 1993, in favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See
Commission file number 1-6686.
(iii) Loan Agreement (in English and German), dated January 29,
1993 between Lintas Deutschland GmbH and McCann-Erickson
Deutschland is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
13 This Exhibit includes: (a) those portions of the Annual Report to
Stockholders for the year ended December 31, 2001 which are included
therein under the following headings: Financial Highlights; Report of
Management; Management's Discussion and Analysis of Financial Condition and
Results of Operations; Consolidated Balance Sheet; Consolidated Statement
of Income; Consolidated Statement of Cash Flows; Consolidated Statement of
Stockholders' Equity and Comprehensive Income; Notes to Consolidated
Financial Statements (the aforementioned Consolidated Financial Statements
together with the Notes to Consolidated Financial Statements are referred
to herein as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data for Five Years; Results by
Quarter (Unaudited); and Stockholders Information.*
13.1 Transfer Agent & Registrar for Common Stock.**
21 Subsidiaries of the Registrant.*
21.1 Additional Subsidiaries of the Registrant.
23 Consent of Independent Accountants: PricewaterhouseCoopers LLP*
Consent of Independent Public Accountants: J.H. Cohn LLP*
Consent of Independent Accountants: Arthur Andersen LLP*
Consent of Independent Accountants: Arthur Andersen LLP*
24 Power of Attorney to sign Form 10-K and resolution of Board of Directors
re Power of Attorney.*
99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 2001:
(i) Report dated December 11, 2001. Item 5 Other Events and Exhibit 99.1
Press Release.
(ii) Report dated, December 14, 2001. Item 5 Other Events and Exhibit
99.1 Press Release.
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* Previously filed on The Interpublic Group of Companies, Inc. Annual Report on
Form 10-K, filed on April 1, 2002, for the year ended December 31, 2001.
** Previously filed on Amendment No.1 to The Interpublic Group of Companies,
Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed on
May 3, 2002.