-----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, GdgcQw9HpSQF2NpIME//TDbvGu0z1dRqIKm/1xG60gsV5VycmML38VJD0Ir8/Ig4 eAlVSCpxL5zvoeaGLPmQLQ== 0000903423-02-000516.txt : 20020814 0000903423-02-000516.hdr.sgml : 20020814 20020814161700 ACCESSION NUMBER: 0000903423-02-000516 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020814 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020814 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06686 FILM NUMBER: 02736806 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 8-K 1 inter8k_8-14rina.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 14, 2002 (Date of earliest event reported) THE INTERPUBLIC GROUP OF COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6686 13-1024020 (State or other jurisdiction (Commission (IRS employer of incorporation) file number) Identification no.) 1271 Avenue of the Americas, New York, New York, 10020 (Tel.: (212) 399-8000) - -------------------------------------------------------------------------------- (Address and telephone number of the registrant's principal executive offices) The Interpublic Group of Companies, Inc. Current Report on Form 8-K Item 7. Exhibits. Exhibit Number Description of Document - -------------- ----------------------- 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), filed solely for purposes of incorporation by reference into Item 9 herein. 99.2 Statement under oath of Principal Executive Officer pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.3 Statement under oath of Principal Financial Officer pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. Item 9. Regulation FD Disclosure. On August 14, 2002, The Interpublic Group of Companies, Inc. (the "Company") filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 accompanied by the certification of John J. Dooner, Jr., Chief Executive Officer, and Sean F. Orr, Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code). In addition, the Company filed with the Securities and Exchange Commission a "Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings" for each of its Chief Executive Officer and Chief Financial Officer, pursuant to an Order issued by the Securities and Exchange Commission on June 27, 2002. Conformed copies of the certification, the statement under oath of Principal Executive Officer and the statement under oath of Principal Financial Officer are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated herein solely for purposes for this Item 9. Signature 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. By: /s/ Nicholas J. Camera ------------------------------- Nicholas J. Camera Senior Vice President, General Counsel & Secretary Date: August 14, 2002 Index to Exhibits Exhibit Number Description of Document - -------------- ----------------------- 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), filed solely for purposes of incorporation by reference into Item 9 herein. 99.2 Statement under oath of Principal Executive Officer pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. 99.3 Statement under oath of Principal Financial Officer pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. EX-99.1 3 inter8k_ex99-1rina.txt Exhibit 99.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of The Interpublic Group of Companies, Inc., a Delaware corporation (the "Company"), does hereby certify, to the best of such officer's knowledge, that: The Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 14, 2002 /s/ John J. Dooner, Jr. ------------------------ John J. Dooner, Jr. Chief Executive Officer Dated: August 14, 2002 /s/ Sean F. Orr ------------------------ Sean F. Orr Chief Financial Officer The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document. EX-99.2 4 inter8k_ex99-2rina.txt Exhibit 99.2 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, John J. Dooner, Jr., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Interpublic Group of Companies, Inc., and, except as corrected and supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of The Interpublic Group of Companies, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Interpublic Group of Companies, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ John J. Dooner, Jr. Subscribed and sworn to ----------------------------- before me this 14th day of John J. Dooner, Jr. August __, 2002 Chief Executive Officer August 14, 2002 /s/ Mitchell S. Gendel ---------------------------- Notary Public My Commission Expires: February 11, 2006 EX-99.3 5 inter8k_ex99-3rina.txt Exhibit 99.3 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Sean F. Orr, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of The Interpublic Group of Companies, Inc., and, except as corrected and supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of The Interpublic Group of Companies, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of The Interpublic Group of Companies, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Sean F. Orr Subscribed and sworn to ----------------------------- before me this 14th day of Sean F. Orr August __, 2002 Chief Financial Officer August 14, 2002 /s/ Mitchell S. Gendel ---------------------------- Notary Public My Commission Expires: February 11, 2006 -----END PRIVACY-ENHANCED MESSAGE-----