-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KK2pECg62hhgMv9xcOvH8FFSVJsleUpiJWBNU00rzDYcgC9FMswRmuBgcybmhPxl ocRF79yXjFydqGec+v51jQ== 0000903423-02-000357.txt : 20020606 0000903423-02-000357.hdr.sgml : 20020606 20020603141820 ACCESSION NUMBER: 0000903423-02-000357 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020603 FILED AS OF DATE: 20020603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERPUBLIC GROUP OF COMPANIES INC CENTRAL INDEX KEY: 0000051644 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 131024020 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06686 FILM NUMBER: 02668740 BUSINESS ADDRESS: STREET 1: 1271 AVENUE OF THE AMERICAS STREET 2: 44TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 212-399-8000 MAIL ADDRESS: STREET 1: 136 MADISON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: MCCANN ERICKSON INC DATE OF NAME CHANGE: 19710715 10-K/A 1 inter10ka_6-03.txt 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. - ----------- * 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. EX-21.1 3 ex21-1.txt EXHIBIT 21.1 PAGE 1 MARCH 15, 2002 NAME PERCENTAGE OF VOTING SECURITIES JURISDICTION OWNED BY UNDER WHICH IMMEDIATE ORGANIZED PARENT (%) IMMEDIATE PARENT ------------ ---------- ------------------ DOMESTIC: Initiative Media Worldwide, Inc. California 100 Registrant Miller/Huber Relationship Marketing LLC Delaware 100 Lowe Group Holdings Inc. Murphy Pintak Gautier Hudome Agency, Inc. Delaware 100 Registrant NAS Recruitment Comm., Inc. Delaware 100 McCann-Erickson USA, Inc. Network PT, Inc. Delaware 100 Capita Technologies, Inc. New America Strategies Group LLC Delaware 100 True North Diversified Companies, L.L.C. Newspaper Services of America, Inc. Delaware 100 Registrant NFO APIM, Inc. Delaware 100 NFO WorldGroup, Inc. NFO Asia-Pacific, Inc. Delaware 100 NFO WorldGroup, Inc. NFO Europe, Inc. Delaware 100 NFO WorldGroup, Inc. NFO France, Inc. Delaware 100 NFO WorldGroup, Inc. NFO Germany, Inc. Delaware 100 NFO WorldGroup, Inc. NFO International, Inc. Delaware 100 NFO WorldGroup, Inc. NFO Italy, Inc. Delaware 100 NFO WorldGroup, Inc. NFO JV, Inc. Delaware 100 NFO WorldGroup, Inc. NFO Prism, Inc. Delaware 100 Payment Systems, Inc. NFO Research, Inc. Delaware 100 NFO WorldGroup, Inc. NFO UK, Inc. Delaware 100 NFO WorldGroup, Inc. NFO USA, Inc. Delaware 100 NFO WorldGroup, Inc. NFO WorldGroup, Inc. Delaware 100 Registrant Octagon Baseball, Inc. Delaware 100 Octagon Worldwide, Inc. Octagon CSI Inc. Delaware 100 Octagon CSI Limited Octagon Worldwide Inc. Delaware 100 Registrant Octagon Worldwide Brazil Inc. Delaware 100 Octagon Worldwide Inc. Park Advertising, Inc. Delaware 100 True North Communications Inc. Payment Systems, Inc. Delaware 100 NFO WorldGroup, Inc. Pedersen & Gesk, Inc. Delaware 100 McCann-Erickson USA, Inc. Pickholz Tweedy Cowan, Inc. Delaware 100 The Cassidy Companies, Inc. Plog Research, Inc. Delaware 100 NFO WorldGroup, Inc. Powell Tate Inc. Delaware 100 The Cassidy Companies, Inc. Premium Surge, Inc. Delaware 100 DraftWorldwide, Inc. Prognostics, Inc. Delaware 100 NFO WorldGroup, Inc. Protech Holdings, Inc. Delaware 100 Capita Technologies, Inc. PSI Holding Company, Inc. Delaware 100 NFO WorldGroup, Inc. RABA Holdings LLC Delaware 100 Protech Holdings, Inc. Regan, Campbell & Ward LLC Delaware 60 McCann-Erickson Worldwide USA, Inc. R/GA Media Group, Inc. Delaware 100 True North Diversified Companies, L.L.C. R/GA Mixed Media, Inc. Delaware 100 R/GA Meida Group, Inc. R Works, Inc. Delaware 100 Registrant R.O.I. Research, LLC Delaware 100 Kaleidoscope Sports & Entertainment Ross-Cooper-Lund,Inc. Delaware 100 NFO USA, Inc. RX Media, Inc. Delaware 100 Registrant SFI Acquisition Corp. Delaware 100 Hill, Holiday, Connors, Cosmopulos, Inc. Shandwick N. America Holding Co. Ltd. Delaware 100 Shandwick Investments Ltd. Sixty Foot Spider, Inc. Delaware 100 Bozell Kamstra Inc. Skott, Inc. Delaware 100 Newspaper Services of America, Inc. Special Events Suppliers, Inc. Delaware 100 H&C Holdings LTD Springpoint, Inc. Delaware 100 Registrant Stein Rogan, Inc. Delaware 100 True North Communications Inc. Stochastic International, Inc. Delaware 100 NFO Research, Inc. Temerlin McClain LP (Launch P/Ship) Delaware 99 TM Holdings, Inc. EXHIBIT 21.1 PAGE 2 MARCH 15, 2002 NAME PERCENTAGE OF VOTING SECURITIES JURISDICTION OWNED BY UNDER WHICH IMMEDIATE ORGANIZED PARENT (%) IMMEDIATE PARENT ------------ ---------- ------------------ DOMESTIC: The Botway Group, Ltd. Delaware 100 Registrant The Cassidy Companies, Inc. Delaware 100 Registrant The Coleman Group, LLC Delaware 100 Registrant The Coleman Group Worldwide LLC Delaware 100 Registrant The Gillespie Holding Co. Inc. Delaware 100 The Gillespie Organization, Inc. The Hacker Group, Inc. Delaware 100 True North Communications Inc. The ISO Healthcare Group, Inc. Delaware 100 Registrant The Lowe Group, Inc. Delaware 100 Lowe Worldwide Holdings B.V. The MWW Group, Inc. Delaware 100 Registrant The Publishing Agency, Inc. Delaware 100 Registrant The Publishing Agency Int'l, Inc. Delaware 100 Registrant The Works, LLC Delaware 100 Kaleidoscope Sports & Enter. LLC Thunder House Online Mktg. Communications, Inc. Delaware 100 Registrant TM Holdings, Inc. Delaware 100 Temerlin McClain of Texas, Inc. TN Holdings (Asia/Pacific), Inc. Delaware 100 True North Communications Inc. TN Holdings (Europe), Inc. Delaware 100 True North Communications Inc. TN Holdings (Latin America), Inc. Delaware 100 True North Communications Inc. TN Technologies, Inc. Delaware 100 True North Communications Inc. TN Media, Inc. Delaware 100 True North Diversified Companies, Inc. True North Communications Inc. Delaware 100 Registrant True North Diversified Companiess LLC Delaware 100 True North Communications Inc. Wahlstrom Grou LLC f/k/a/ TN Directory Services LLC Delaware 100 True North Diversified Companies, L.L.C. Weber Shandwick Worldwide, Inc. Delaware 100 Registrant Weller & Klein Research, Inc. Delaware 100 Registrant Wellness Worldwide, Inc. Delaware 100 True North Diversified Companies, L.L.C. World Cycling Limited Delaware 100 H&C Holdings LTD Zentropy, Inc. Delaware 100 Registrant H&C Holdings Limited District of Columbia 100 Advantage Int'l Holdings, Inc. Octagon Financial Services, Inc. District of 100 Advantage Int'l Holdings, Inc. Columbia Octagon Marketing & Athlete District of 100 Advantage Int'l Holdings, Inc. Representation, Inc. Columbia Rowan & Blewitt, Inc. District of 100 Registrant Columbia Shandwick Public Affairs Inc. District of 100 Shandwick N. Amer. Holding Co. Inc. Columbia Ben Disposition, Inc. Florida 100 LFS, Inc. FCB Florida, Inc. Florida 100 FCB Worldwide, Inc. Weber RBB, Inc. Florida 100 Registrant Austin Kelley Advertising, Inc. Georgia 100 Registrant Axis Creative Resources, Inc. Georgia 100 Momentum-NA, Inc. Fitzgerald & Company Georgia 100 Registrant Studio "A", Inc. Georgia 100 Registrant FRB/Weber Shandwick, Financial Communications, Inc. Illinois 100 BSMG Worldwide, Inc. Group III Promotions, Inc. Illinois 100 Registrant Kevin Berg & Associates, Inc. Illinois 100 Registrant Quest Futures Group, Inc. Kansas 100 Registrant Carlisle Sports Management Maine 100 Octagon Worldwide, Inc EXHIBIT 21.1 PAGE 3 MARCH 15, 2002 NAME PERCENTAGE OF VOTING SECURITIES JURISDICTION OWNED BY UNDER WHICH IMMEDIATE ORGANIZED PARENT (%) IMMEDIATE PARENT ------------ ---------- ------------------ DOMESTIC: Hill Holiday Exhibition Massachusetts 100 Hill, Holliday, Connors, Services, Inc. Cosmopulos, Inc. Lowe Grob Health & Science, Inc Massachusetts 80 Lowe Group Holdings Inc. MSP Group, Inc. Massachusetts 100 Hill, Holliday, Connors, Cosmopulos, Inc. Mullen Advertising Inc. Massachusetts 100 Lowe Group Holdings Inc. Weber Group, Inc. Massachusetts 100 WPR Acquisition Corp. C-E Communications, Inc. Michigan 100 Registrant Event Central, LLC Michigan 100 Kaleidoscope Sports & Entertainment LLC Carmichael-Lynch, Inc. Minnesota 100 Regisrant The Zipatoni Co. Missouri 100 Lowe Group Holdings, Inc. Bozell Nebraska Nebraska 100 True North Communications, Inc. Allied Med Comm., Inc. New Jersey 100 MPE Communications, Inc. Biogenesis Communications, Inc. New Jersey 100 Registrant Complete Medical Communications, Inc. New Jersey 90 Complete Med. Comm. Int'l Ltd. Curry, Martin and Schiavelli, Inc. New Jersey 100 Registrant Genquest, Biomedical Educ. Serv., Inc. New Jersey 100 Biogenesis Communications, Inc. Gillespie, Advertising, Magazine Mktg. & Public Relations, Inc. New Jersey 100 Registrant Global Healthcare Associates, Inc. New Jersey 100 Registrant HealthVizion Communications, Inc. New Jersey 100 Torre Lazur Healthcare Group, Inc. Horizon Communications, Inc. New Jersey 100 McCann-Erickson USA, Inc. Integrated Communications Corp. New Jersey 100 Registrant International Oncology Network, Inc. New Jersey 100 Torre Lazur Healthcare Group, Inc. Interpublic, Inc. New Jersey 100 Registrant MPE Communications, Inc. New Jersey 100 Registrant Pace, Inc. New Jersey 100 Registrant Sound Vision, Inc. New Jersey 100 Torre Lazur Healthcare Group, Inc. Spectral Fusion, Inc. New Jersey 100 Torre Lazur Healthcare Group, Inc. The Gillespie Organization, Inc. New Jersey 100 Registrant Torre Lazur Healthcare Group, Inc. New Jersey 100 Registrant TransWorld Marketing Corp. New Jersey 100 McCann-Erickson USA, Inc. Zoot Suit Kids, Inc. New Jersey 100 Gillespie Advertising Magazine Mktg. & Public Relations, Inc. Botway Print Advert., Inc. New York 100 Registrant Bragman Nyman Cafarelli NYC, Inc. New York 100 Bragman Nyman Cafarelli LLC BSMG Worldwide Inc. New York 100 True North Diversified Companies, L.L.C. D.L. Blair, Inc. New York 100 Registrant DA Acquisition Corp. New York 100 DA Parent Acquisition Corp. DA Parent Acquisition Corp. New York 100 Registrant Decipher Consulting Inc. New York 100 Decipher Ltd. Deutsch Direct, Inc. New York 100 DA Acquisition Corp. Deutsch Inc. New York 100 DA Acquisition Corp. Deutsch LA, Inc. New York 100 DA Acquisition Corp. EXHIBIT 21.1 PAGE 4 MARCH 15, 2002 NAME PERCENTAGE OF VOTING SECURITIES JURISDICTION OWNED BY UNDER WHICH IMMEDIATE ORGANIZED PARENT (%) IMMEDIATE PARENT ------------ ---------- ------------------ DOMESTIC: DeVries Public Relations, Ltd. New York 100 Registrant Diamond Art Studio New York 100 Diamond Marketing Group, Inc. Diamond Marketing Group New York 100 The Lowe Group, Inc. Diamond Promotion Group New York 100 Diamond Marketing Group, Inc. Direct Approach Mktg. Services, Inc. New York 100 McCann. Erickson USA, Inc. DRush LLC New York 50 dShare Inc. DShare Inc. New York 100 Deutsch Inc. DTSC Acquisition Corp. New York 100 Registrant GDL, Inc. New York 100 The Lowe Group, Inc.(100% of Common Stock) and Goldschmidt Dunst & Lawson Corp. (100% Pref. Stock) GlobalComm Group, Inc. New York 100 Registrant Goldschmidt Dunst & Lawson Corp. New York 100 The Lowe Group, Inc. Herbert Zeltner, Inc. New York 100 Registrant Jones Films, Inc. New York 100 DA Acquisition Corp. LCF&L, Inc. New York 100 The Lowe Group, Inc. (99.9%) and GDL, Inc. (.1%) Lowe Group Holdings, Inc. New York 100 Registrant Lowe Healthcare PR, LLC New York 50 Lowe McAdams Healthcare, Inc. Lowe McAdams Healthcare Inc. New York 100 Lowe Group Holding Inc. Lowe & Partners/SMS Inc. New York 100 Lowe Int'l (16%), Lowe Worldwide Holdings B.V. (4%) and Registrant (80%) Ludgate Communications, Inc. New York 100 Ludgate Group Limited McCann Relationship Marketing, Inc. New York 100 Registrant McCann-Erickson Marketing, Inc. New York 100 Registrant Mr. Editorial, Inc. New York 100 DA Acquisition Corp. Production Design Group Ltd. New York 100 Jack Morton Worldwide Promotion & Merchandising, Inc. New York 100 D.L. Blair, Inc. Publicidad Siboney (NY), Inc. New York 100 True North Communications Inc. Shandwick USA Inc. New York 100 Shandwick N. Amer. Holding Co. Inc. The Gotham Group, Inc. New York 100 Registrant The Interpublic Partnership, Inc. New York 100 Registrant The Sloan Group New York 100 Kevin Berg & Associates Western Trading/Cushman & Wakefield LLC New York 83 Western Trading, LLC Initiative Trading LLC New York 92.8 Initiative Media Worldwide, Inc AW Sale Corp. of North Carolina N. Carolina 100 Registrant Long Haymes Carr, Inc. N. Carolina 100 Registrant F&S Disposition, Inc. Ohio 100 Ammirati Puris Lintas Inc. Nationwide Advertising Services, LLC Ohio 100 McCann-Erickson USA, Inc. ICP-Pittsburgh Pennsylvania 66.67 Int'l Cycling Productions, Inc. Scientific Frontiers, Inc. Pennsylvania 100 Registrant The Medicine Group USA, Inc. Pennsylvania 100 Registrant Tierney & Partners, Inc. Pennsylvania 100 True North Diversified Companies, L.L.C. Custom Production Service, Inc. Texas 100 True North Communications, Inc. Publicidad Siboney (Dallas), Inc. Texas 100 True North Communications Inc. Temerlin McClain of Texas, Inc. Texas 100 True North Communications Inc. Marketing Arts Corporation Virginia 100 The Martin Agency, Inc. Cabell Eanes, Inc. Virginia 100 The Martin Agency, Inc.
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