8-K 1 ipg-8k_0611.htm Unassociated Document
UNITED STATES
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): June 8, 2012
 
The Interpublic Group of Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
 Delaware
1-6686
13-1024020
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
     
1114 Avenue of the Americas, New York, New York
10036
(Address of Principal Executive Offices)
(Zip Code)
   
   
Registrant’s telephone number, including area code: 212-704-1200
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 

Item 8.01
Other Events.

As a result of the cumulative effect of (1) the cash dividend on common stock declared by the Board of Directors of The Interpublic Group of Companies, Inc. (“IPG” or the “Company”) payable on June 22, 2012 to holders of record as of June 8, 2012, and (2) the common stock cash dividend paid on March 23, 2012, the number of shares of IPG common stock into which the Company’s 4.75% Convertible Senior Notes due 2023 (the “4.75% Notes”) may be converted has been adjusted in accordance with the terms of the notes.
 
The applicable conversion rate for the 4.75% Notes has been adjusted as follows:
 
Former Conversion Rate
New Conversion Rate
Former Total Conversion Shares
New Total Conversion Shares
 
       
82.4612
83.3669
16,492,240
16,673,380
 
The conversion rate with respect to the 4.75% Notes is the number of IPG common shares into which each $1,000 principal amount of notes may be converted, which as adjusted represents a conversion price of approximately $12.00 per conversion share.
 
The conversion rate with respect to the Company’s 51/4% Series B Cumulative Convertible Perpetual Preferred Stock has not been adjusted since March 2012 because the applicable threshold before further adjustment is required has not been reached.
 
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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: June 11,  2012
By:  
         /s/ Andrew Bonzani                           
   
Name:   Andrew Bonzani
Title:     Senior Vice President, General Counsel and
              Secretary

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