-----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, F3227biRtnfU1+C5Aee6gBvQk7Tvzt8hu66cI2n2aGTeEWx6dOYgoCxzC+4BKdqo tqIMq+8r3abUTeqyzzxlwg== 0000903423-00-000265.txt : 20000421 0000903423-00-000265.hdr.sgml : 20000421 ACCESSION NUMBER: 0000903423-00-000265 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000420 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000420 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: SEC FILE NUMBER: 001-06686 FILM NUMBER: 605535 BUSINESS ADDRESS: STREET 1: 1271 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123998000 MAIL ADDRESS: STREET 1: 136 MADISON AVENUE, 6TH FLOOR STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: MCCANN ERICKSON INC DATE OF NAME CHANGE: 19710715 8-K 1 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): April 20, 2000 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 merger (the "Merger") of NFO Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of The Interpublic Group of Companies, Inc. ("Interpublic"), with and into NFO Worldwide, Inc. ("NFO") as previously disclosed by Interpublic was consummated on April 20, 2000. The Merger was effected pursuant to the Agreement and Plan of Merger by and between Interpublic and NFO, dated December 20, 1999 and as amended April 3, 2000. A press release related to the approval of the Merger by the stockholders of NFO at a special meeting of NFO stockholders on April 18, 2000 was issued by NFO on April 18, 2000, and a press release related to the consummation of the Merger on April 20, 2000 was issued by Interpublic on April 20, 2000, each of which is attached as Exhibits 99.1 and 99.2, respectively, and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits. 99.1 Press Release dated April 18, 2000 (incorporated by reference herein from the Prospectus Supplement filed by The Interpublic Group of Companies, Inc. on April 19, 2000 under Rule 424(b)(3), No. 333-31436). 99.2 Press Release dated April 20, 2000. 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: April 20, 2000 By: /s/ Nicholas J. Camera ---------------------- Nicholas J. Camera SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY EXHIBIT INDEX Exhibits. 99.1 Press Release dated April 18, 2000 (incorporated by reference herein from the Prospectus Supplement filed by The Interpublic Group of Companies, Inc. on April 19, 2000 under Rule 424(b)(3), No. 333-31436). 99.2 Press Release dated April 20, 2000. EX-99.2 2 Interpublic Completes NFO Acquisition Leading Global Research Capability Expands IPG Marketing Services Offerings NEW YORK, April 20, 2000 - Expanding its global range of core advertising and marketing services with the addition of custom and Internet-based marketing research, The Interpublic Group of Companies Inc. (NYSE: IPG) today announced the completion of its acquisition of NFO Worldwide, Inc. (NYSE: NFO). The completed deal creates a $5 billion (revenues) corporation that now has leading worldwide positions in marketing research and consumer knowledge as well as in advertising, independent media buying, direct and relationship marketing, healthcare communications, Interactive consulting and e-communications services, promotions and events, corporate identity and packaging, public relations and sports marketing. "The value of the strategic fit between Interpublic and NFO is becoming clearer and more pronounced as a result of the dramatic changes occurring globally throughout the marketing and media landscape," said Philip H. Geier, Jr., Chairman and CEO of Interpublic. "Because of the rapidly changing business environment, clients of all sizes and types are demanding more consumer knowledge and insight as a component of marketing programs as well as the faster delivery of this information. These are exactly the areas where NFO excels. So with NFO now part of the Interpublic family, our set of core global competencies will now range from the basics of consumer understanding to the ultimate in marketing communications delivery." John J. Dooner, Jr., President and COO of Interpublic, noted that NFO would very quickly be introduced to IPG client opportunities as well as its experience operating in a global environment. Mr. Dooner said: "We have been very impressed by NFO's consistent record of research innovation in all areas, including market evaluation, product development, brand management, customer satisfaction, pricing, distribution, and advertising effectiveness. We will now move ahead together not only to share client opportunities but to develop new analytical and measurement tools to better help all of our combined clients better manage and expand their businesses." As the largest custom marketing research firm in North America and the third largest in the world, NFO Worldwide is the leading provider of research-based marketing information and counsel to the worldwide business community. It is also the No. 1 provider of Internet-based marketing research, an extensive global practice that includes both gathering information about consumers through Web-based panels and using the Internet as an information-delivery channel with its clients. NFO Worldwide will operate as an independent IPG unit. "We are delighted to join the Interpublic family of companies and are excited about the opportunity to grow all of NFO's businesses at an accelerated rate," said William E. Lipner, who continues as Chairman, President and Chief Executive Officer of NFO Worldwide. "Interpublic recognizes the importance of providing high quality market research services and the role technology is having in the way information is gathered, distributed and used. As we begin to cross-fertilize ideas and clients, we look forward to benefiting from IPG's decades of knowledge and success in doing business around the world," Lipner continued. Interpublic and NFO first announced a definitive merger agreement on Dec. 20, 1999, which was revised on April 3, 2000. Pursuant to the terms of the revised merger agreement, each NFO shareholder will receive .5503 shares of Interpublic common stock for each share of NFO common stock held on April 20, 2000. NFO stockholders will receive cash for any fractional shares. NFO, which had 1999 revenues of $457 million (a 66% increase over 1998), delivers custom and syndicated marketing information and counsel to over 4,000 clients in 38 countries in key market sectors such as packaged goods and foods, healthcare, financial services, high tech/telecommunications, travel and leisure, automotive and business to business. The Interpublic Group of Companies, Inc., which had 1999 revenues of $4.56 billion and operations in 127 countries, now includes McCann-Erickson WorldGroup, The Lowe Group, DraftWorldwide, Initiative Media Worldwide, International Public Relations, NFO Worldwide, Octagon, Zentropy Partners, Allied Communications Group and other related companies. The shares of The Interpublic Group of Companies, Inc. are listed on the New York Stock Exchange ("IPG"). For further information, visit: www.Interpublic.com. # # # Contact: Interpublic Barry Linsky (212) 399-8068 -----END PRIVACY-ENHANCED MESSAGE-----