SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 20, 1999
The Interpublic Group of Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-6686 13-1024020
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
271 Avenue of the Americas, New York, New York 10020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 212-399-8000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On December 20, 1999, The Interpublic Group of Companies, Inc.
("Interpublic") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with NFO Worldwide, Inc. ("NFO"), pursuant to which a wholly-owned
subsidiary of Interpublic will be merged with and into NFO (the "Merger") and
NFO will become a wholly-owned subsidiary of Interpublic. Consummation of the
Merger is subject to various conditions, including approval by the stockholders
of NFO and the receipt of all requisite regulatory approvals.
In connection with the execution of the Merger Agreement, Interpublic and
NFO also entered into a Stock Option Agreement pursuant to which NFO granted to
Interpublic an option, exercisable in certain circumstances described therein,
to purchase a number of shares of NFO's common stock equal to approximately
19.9% of the number of outstanding shares of common stock of NFO.
The foregoing description of the Merger Agreement and Stock Option
Agreement is qualified in its entirety by reference to the full text of such
agreements, which are attached hereto as Exhibits 2.1 and 2.2, respectively, and
each of which is incorporated herein by reference.
Two press releases issued by Interpublic with respect to the execution of
the Merger Agreement and the Stock Option Agreement on December 20, 1999 are
attached as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 20, 1999, between
The Interpublic Group of Companies, Inc. and NFO Worldwide, Inc.
2.2 Stock Option Agreement, dated as of December 20, 1999, between The
Interpublic Group of Companies, Inc. and NFO Worldwide, Inc.
99.1 Press Release dated December 20, 1999.
99.2 Press Release dated December 20, 1999.
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: December 20,1999 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
VICE PRESIDENT, GENERAL COUNSEL AND\
SECRETARY
EXHIBIT INDEX
Exhibits.
2.1 Agreement and Plan of Merger, dated as of December 20, 1999, between
The Interpublic Group of Companies, Inc. and NFO Worldwide, Inc.
2.2 Stock Option Agreement, dated as of December 20, 1999, between The
Interpublic Group of Companies, Inc. and NFO Worldwide, Inc.
99.1 Press Release dated December 20, 1999.
99.2 Press Release dated December 20, 1999.