-----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, M9eHRAknd3eTf0NxpOa91qqLcSCrVkOmTy2jcG0raNh795zUebNVwTjZOQLptNfZ xCCZ+5QlZXretNOo2XU0qw== 0000903423-02-000723.txt : 20021115 0000903423-02-000723.hdr.sgml : 20021115 20021114195942 ACCESSION NUMBER: 0000903423-02-000723 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021114 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021115 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: 02827988 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_11-14.txt 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 (Date of earliest event reported): November 13, 2002 The Interpublic Group of Companies, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-6686 13-1024020 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 1271 Avenue of the Americas, New York, New York 10020 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 212-399-8000 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. The text of a press release dated November 13, 2002, issued by The Interpublic Group of Companies, Inc. (the "Company"), is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Press Release issued by the Company, dated November 13, 2002. 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 14, 2002 By: /s/ Nicholas J. Camera ------------------------------------- Name: Nicholas J. Camera Title: Senior Vice President, General Counsel and Secretary EX-99.1 3 inter8k-ex991_1114.txt Exhibit 99.1 (GRAPHIC OMITTED) THE INTERPUBLIC GROUP OF COMPANIES, INC. WORLDWIDE ADVERTISING AND MARKETING COMMUNICATIONS 1271 Avenue of the Americas, New York, N.Y. 10020 For Immediate Release INTERPUBLIC REPORTS THIRD QUARTER EPS OF $.02 COMPANY PLANS TO FILE 10Q ON NOVEMBER 19 EARNINGS RESTATEMENT FINALIZED AT $181.3 MILLION NEW YORK, NY (November 13, 2002)--The Interpublic Group of Companies, Inc., today reported revenue of $1.50 billion and earnings of $.02 per share for the quarter ended September 30, 2002. Third quarter results are lower than previously forecast due to unanticipated charges at McCann-Erickson. Third quarter results exclude any effect of the restatement of prior period results, as discussed below. Interpublic has notified the SEC that it plans to avail itself of a five-day extension to the November 14 deadline for filing its 10-Q report to allow the company time to finalize the impact of the restatement on previously issued quarterly and annual financial statements. This will involve assigning portions of the restatement to the appropriate prior reporting periods. The final amount of the restatement is $181.3 million, which reduces previously reported pre-tax income, substantially all of which is related to periods 2001 and prior. The activity that led to the restatement, all of which is non-cash in nature, had no impact on client funds. Organizational Initiatives Interpublic has initiated searches for a Chief Operating Officer of the corporation and for a new Chief Financial Officer of McCann-Erickson WorldGroup. Additional Disclosure The company will release a detailed analysis of its third quarter performance on Tuesday, November 19, following the 4 PM close of the New York Stock Exchange. Conference call details for November 19 will be available shortly. Conference Call Management will host a briefing to discuss the content of this release at 5PM today. Investors are invited to access the call at the company's website, www.interpublic.com. About Interpublic The Interpublic Group of Companies is among the world's largest advertising and marketing organizations. Its five global operating groups are the McCann-Erickson WorldGroup, the Partnership, FCB Group, Interpublic Sports and Entertainment Group and Advanced Marketing Services. Major brands include Draft Worldwide, Foote Cone & Belding Worldwide, Golin/Harris International, NFO WorldGroup, Initiative Media, Lowe & Partners Worldwide, McCann-Erickson, Octagon, Universal McCann and Weber Shandwick. # # # Contact Information Press: Investors: Philippe Krakowsky Susan Watson (212) 399-8088 (212) 399-8208 Cautionary Statement This document contains forward-looking statements. Interpublic's representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about Interpublic'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 Interpublic 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, Interpublic's ability to attract new clients and retain existing clients, the financial success of Interpublic'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 Interpublic's business capabilities. One of Interpublic's business strategies is to acquire businesses that complement and expand Interpublic's current business capabilities. Accordingly, Interpublic is usually engaged in evaluating potential acquisition candidates. Interpublic 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 Interpublic. 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 Interpublic's securities. Moreover, the success of recent or contemplated future acquisitions will depend on the effective integration of newly-acquired businesses into Interpublic'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, Interpublic'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 Interpublic in accordance with Generally Accepted Accounting Principles, including the balance sheets and statements of income and cash flow contained in Interpublic's quarterly and annual reports filed with the SEC on Forms 10-Q and 10-K. Investors should evaluate any statements made by Interpublic in light of these important factors. -----END PRIVACY-ENHANCED MESSAGE-----