Commission File Number: 1-6686

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

 

         (Check One):
      Form N-SAR 
Form 10-K 
Form N-CSR 
Form 11-K  Form 20-F    Form 10-Q 

          For Period Ended: June 30, 2005                                     
   

 

           Transition Report on Form 10-K 
  Transition Report on Form 10-Q 
           Transition Report on Form 20-F 
  Transition Report on Form N-SAR 
           Transition Report on Form 11-K 
   

              For the Transition Period Ended:                                                 
   

     Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

     If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:


 

 

 

 

PART I

REGISTRANT INFORMATION

 

Full name of registrant: The Interpublic Group of Companies, Inc.             

Former name if applicable         N/A 

Address of principal executive office (Street and number)       1114 Avenue of the Americas 

City, state and zip code               New York, NY 10036 

PART II

RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

 



o

 

(a)    The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)    The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III

NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Interpublic Group of Companies, Inc. (the “Company”) was unable to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the “Second Quarter 2005 Form 10-Q”) by August 9, 2005 because it has not completed the preparation of its consolidated financial statements as of and for the quarter ended June 30, 2005. The delay in preparation of the Company’s financial statements is attributable to the breadth of the additional internal work and analysis required due to the material weaknesses management has identified as part of its assessment of the Company’s internal control over financial reporting and to the need to determine whether certain matters will require a restatement of financial statements for prior

 

 

 

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periods. The Company is planning to file its Second Quarter 2005 Form 10-Q and its other late periodic filings by September 30, 2005. Nevertheless, the Company can provide no assurance that it will complete these filings in time to meet this target because extensive work remains to be done.

For further discussion of the material weaknesses and the potential restatement, please refer to the Company’s Current Report on Form 8-K dated March 17, 2005 (Item 8.01 of which is incorporated by reference herein), Current Report on Form 8-K dated March 31, 2005 (Item 8.01 of which is incorporated by reference herein) and Current Report on Form 8-K dated June 22, 2005 (Item 8.01 of which is incorporated by reference herein), filed with the Securities and Exchange Commission on March 17, 2005, April 5, 2005 and June 28, 2005, respectively.

 

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

Nicholas J. Camera, Senior Vice President, General Counsel and Secretary

(212)

704-1200

(Name)

(Area Code)

(Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).                

o Yes x No

 

The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 or its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?        

x Yes o No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Due to the factors discussed above, the Company is unable at this time to present an estimate of its results of operations for the quarter ended June 30, 2005.

 

 

 

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The Interpublic Group of Companies, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 10, 2005

By: /s/ Nicholas J. Camera       

 

Nicholas J. Camera

Senior Vice President, General Counsel & Secretary

 

 

 

 

 

 

 

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