-----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, Rfc5YexJMzCkVLD4J8UGxpnc7V6ZsxPtRqDCxzAK2ASUxmi/Nc/nMvH3ggCpITls mw00rXiKdHDjKTzJv+mpog== 0000903423-03-000340.txt : 20030403 0000903423-03-000340.hdr.sgml : 20030403 20030403144335 ACCESSION NUMBER: 0000903423-03-000340 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030403 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-04764 FILM NUMBER: 03638152 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 FILED BY: 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: SC TO-I/A 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 SC TO-I/A 1 interpublic-toa5_0403.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 The Interpublic Group of Companies, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (issuer)) The Interpublic Group of Companies, Inc. - -------------------------------------------------------------------------------- (Name of Filing Person (issuer)) Zero-Coupon Convertible Senior Notes due 2021 - -------------------------------------------------------------------------------- (Title of Class of Securities) 460690AP5 460690AQ3 - -------------------------------------------------------------------------------- (CUSIP Numbers of Classes of Securities) ------------------------------------------------------------------------------- Nicholas J. Camera, Esq. Senior Vice President, General Counsel & Secretary The Interpublic Group of Companies, Inc. 1271 Avenue of the Americas New York, New York 10020 (212) 399-8000 - -------------------------------------------------------------------------------- (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: David Lopez Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 Calculation of Filing Fee Transaction valuation* Amount of filing fee $582,539,756.96 $116,507.95 *For the purpose of calculating amount of filing fee only. The amount assumes that all outstanding Notes are purchased at a price of 82.9876% of their principal amount at maturity. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $116,507.95 Form or Registration No.: 005-04764 Filing Party: The Interpublic Group of Companies, Inc. Date Filed: March 10, 2003 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| INTRODUCTORY STATEMENT The Interpublic Group of Companies, Inc., a Delaware corporation ("Interpublic"), hereby amends the Tender Offer Statement on Schedule TO (the "Schedule TO"), originally filed on March 10, 2003 and amended by Amendment 1, dated March 10, 2003, Amendment 2, dated March 19, 2003, Amendment 3, dated March 25, 2003 and Amendment 4, dated March 31, 2003, with respect to the offer to purchase for cash any and all of its outstanding Zero-Coupon Convertible Senior Notes due 2021 (the "Notes") at a purchase price of 82.9876% of their principal amount at maturity. Interpublic's offer for the Notes is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 10, 2003, and the related Letter of Transmittal. Copies of the Offer to Purchase and the Letter of Transmittal are included as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to this Schedule TO. The offer will expire at 12 midnight, New York City time, on Friday, April 4, 2003, unless the offer is extended. The Schedule TO, as amended, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended. Item 11. Additional Information. Item 11(b) of the Schedule TO is hereby amended and supplemented to incorporate by reference the following proxy statement: o Our Preliminary Proxy Statement (1), dated April 2, 2003. - ------------------------ (1) The information referred to in Item 402(a)(8) of Regulation S-K and paragraph (d)(3) of Item 7 of Schedule 14A promulgated by the SEC shall not be deemed to be specifically incorporated by reference into this Schedule TO. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 2003 THE INTERPUBLIC GROUP OF COMPANIES, INC. By: /s/ Nicholas J. Camera ------------------------------ Name: Nicholas J. Camera Title: Senior Vice President, General Counsel & Secretary INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- (a)(1)(i)* Offer to Purchase, dated March 10, 2003 (a)(1)(ii)* Form of Letter of Transmittal. (a)(1)(iii)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(iv)* Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (a)(1)(v)* Form of Notice of Guaranteed Delivery. (a)(2)-(a)(4) None. (a)(5)(i)* Press Release issued by Interpublic dated March 10, 2003. (a)(5)(ii)* Press Release issued by Interpublic dated March 17, 2003 (incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K, dated March 18, 2003). (b)(i)* Indenture, dated as of October 20, 2000, between Interpublic and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K, dated October 24, 2000). (b)(ii)* Third Supplemental Indenture dated as of March 13, 2003 between The Interpublic Group of Companies, Inc. and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated March 18, 2003). (d)(i)* Amended and Restated Commitment Letter, dated February 28, 2003, among Interpublic, UBS AG and UBS Warburg, LLC (incorporated herein by reference to our Current Report on Form 8-K, dated March 7, 2003). (d)(ii)* Registration Rights Agreement dated as of March 13, 2003 between The Interpublic Group of Companies, Inc. and Salomon Smith Barney Inc., J.P. Morgan Securities Inc. and UBS Warburg LLC, as representatives of the initial purchasers named therein (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K, dated March 18, 2003) (g) None. (h) None. *Previously Filed -----END PRIVACY-ENHANCED MESSAGE-----