8-K/A
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 8-K/A
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 29,
2007
The Interpublic Group of
Companies, Inc.
(Exact Name of Registrant as
Specified in Charter)
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Delaware
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1-6686
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13-1024020
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1114 Avenue of the Americas,
New York, New York
(Address of Principal
Executive Offices)
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10036
(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act
(17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 9.01
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Financial
Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
On June 29, 2007, The Interpublic Group of Companies, Inc.
(the “Company” or “IPG”) completed the
acquisition of the remaining capital stock of Lintas India
Private Limited (“Lintas”). Prior to the acquisition
the Company owned 49% of the capital stock, so Lintas is now a
wholly-owned subsidiary of the Company. The stock was acquired
from Lintas employees’ trusts and the cost of the
acquisition, which was calculated based on current results and
applicable market multiples, is approximately $50 million
payable in cash.
The required audited consolidated financial statements of Lintas
as of and for the year ended March 31, 2007 are attached
hereto as Exhibit 99.1 and are incorporated in their
entirety herein by reference. These financial statements have
been prepared in all material respects in accordance with
accounting principles generally accepted in India (“Indian
GAAP”).
(b) Pro forma financial information.
The required pro forma financial information for the six months
ended June 30, 2007 and for the twelve months ended
December 31, 2006 is attached hereto as Exhibit 99.2
and is incorporated in its entirety herein by reference.
(d) Exhibits.
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Exhibit
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No.
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Description
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23
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.1
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Consent of independent registered
public accounting firm.
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99
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.1
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Audited consolidated financial
statements of Lintas as of and for the year ended March 31,
2007.
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99
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.2
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Unaudited pro forma Condensed
Consolidated Statement of Operations for the six months ended
June 30, 2007 and for the twelve months ended
December 31, 2006.
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Cautionary
Statement
This current report on
Form 8-K
contains forward-looking statements. Statements in this report
that are not historical facts, including statements about
management’s beliefs and expectations, constitute
forward-looking statements. These statements are based on
current plans, estimates and projections, and are subject to
change based on a number of factors, including those outlined in
our 2006 Annual Report on
Form 10-K
under Item 1A, Risk Factors, and other SEC filings.
Forward-looking statements speak only as of the date they are
made, and we undertake 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, the following:
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risks arising from material weaknesses in our internal control
over financial reporting, including material weaknesses in our
control environment;
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our ability to attract new clients and retain existing clients;
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our ability to retain and attract key employees;
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risks associated with assumptions we make in connection with our
critical accounting estimates;
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potential adverse effects if we are required to recognize
impairment charges or other adverse accounting-related
developments;
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potential adverse developments in connection with the ongoing
SEC investigation;
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potential downgrades in the credit ratings of our securities;
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risks associated with the effects of global, national and
regional economic and political conditions, including
fluctuations in economic growth rates, interest rates and
currency exchange rates; and
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developments from changes in the regulatory and legal
environment for advertising and marketing and communications
services companies around the world.
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Investors should carefully consider these factors and the
additional risk factors outlined in more detail in our 2006
Annual Report on
Form 10-K
under Item 1A, Risk Factors, and other SEC filings.
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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.
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By
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/s/ Nicholas
J. Camera
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Nicholas J. Camera
Senior Vice President, General Counsel and Secretary
Date: September 14, 2007
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