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): November 13, 2002
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 9. Regulation FD Disclosure.
On November 13, 2002, at 5:00 p.m. Eastern Time, The Interpublic Group
of Companies, Inc. (the "Company") held a conference call to discuss its press
release of the same date. An unofficial transcript (the "Transcript") of the
conference call is attached hereto as Exhibit 99.1.
The Transcript contains forward-looking statements. The Company's
representatives may also make forward-looking statements orally from time to
time. Statements in the Transcript that are not historical facts, including
statements about the Company's beliefs and expectations, particularly regarding
recent business and economic trends, 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 the Company 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 national and regional
economic conditions, the effect of national or global conflicts, the Company's
ability to attract new clients and retain existing clients, the financial
success of the Company's clients, developments from changes in the regulatory
and legal environment for advertising and marketing and communications services
companies around the world, the results of the review of the facts relating to
the proposed restatement of financial results, the audit of restated financial
statements and the successful completion and integration of acquisitions which
complement and expand the Company's business capabilities.
One of the Company's business strategies is to acquire businesses that
complement and expand the Company's current business capabilities. Accordingly,
the Company is usually engaged in evaluating potential acquisition candidates.
The Company is frequently engaged in a number of preliminary discussions that
may result in one or more substantial acquisitions. These acquisition
opportunities require confidentiality and from time to time give rise to bidding
scenarios that require quick responses by the Company. 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 the Company's
securities.
Moreover, the success of recent or contemplated future acquisitions
will depend on the effective integration of newly-acquired businesses into the
Company'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, the Company's representatives may from time to time refer
to "pro forma" financial information. 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
the Company in accordance with Generally Accepted Accounting Principles,
including the balance sheets and statements of income and cash flow contained in
the Company's quarterly and annual reports filed with the SEC on Forms 10-Q and
10-K.
Investors should evaluate any statements made by the Company 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: November 15, 2002 By: /s/ Nicholas J. Camera
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Name: Nicholas J. Camera
Title: Senior Vice President, General
Counsel and Secretary