UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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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)
Explanatory Note
The Company is filing this Form 8-K/A to amend and restate in full Item
5 of the Company's Form 8-K originally filed September 9, 2003. This Form 8-K/A
amends only Item 5 of the Company's original Form 8-K filing, and except for
that item, no other information included in the Company's original Form 8-K
filing is amended by this amendment. Item 5 in the original Form 8-K filed
September 9, 2003 is amended and restated as follows:
"Item 5. Other Events and Regulation FD Disclosure.
On July 10, 2003, The Interpublic Group of Companies, Inc.
("Interpublic" or "the Company") completed the sale of its NFO
WorldGroup ("NFO") research unit to Taylor Nelson Sofres PLC ("TNS").
The consideration for the sale was $415.6 million in cash, together
with approximately 11.7 million ordinary shares of TNS (which had an
approximate market value of $35.4 million as of July 10, 2003). TNS
will pay the Company an additional $10 million in cash approximately
one year after the sale in the event the stock price of TNS continues
to exceed certain levels.
The disposal of NFO requires that the results of NFO be classified as a
discontinued operation in accordance with SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." The accompanying
financial statements have been presented to show the impact of
classifying the results of NFO as a discontinued operation for all
periods presented. Interpublic is principally filing this Form 8-K to
present its annual report on Form 10-K for the year ended December 31,
2002 to reflect the impact of this required reclassification stemming
from the divestiture.
Exhibit 99.1 to this Form 8-K, which is incorporated by reference
herein, consists of Parts I, II and III of the Company's annual report
on Form 10-K for the year ended December 31, 2002, reflecting such
impact. This exhibit includes such reclassified consolidated financial
statements (together with other information relating to such
reclassified consolidated financial statements) and the Company's
management's discussion and analysis of financial condition and results
of operations.
For disclosures relating to periods subsequent to December 31, 2002,
please see the Company's reports filed with the Securities and Exchange
Commission with respect to such subsequent periods, including the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
2003."
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: September 10, 2003 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
Senior Vice President, General Counsel
and Secretary