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): March 18, 2001
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.)
1271 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 March 18, 2001, The Interpublic Group of Companies, Inc. ("Interpublic")
and Veritas Acquisition Corp., a wholly-owned subsidiary of Interpublic ("Sub"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with True
North Communications Inc. ("True North"), pursuant to which Sub will be merged
with and into True North (the "Merger") and True North will become a
wholly-owned subsidiary of Interpublic. Consummation of the Merger is subject to
various conditions, including approval by the stockholders of True North and the
receipt of all requisite regulatory approvals.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the full text of the agreement, which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
The press release issued by Interpublic with respect to the execution of
the Merger Agreement on March 19, 2001 is attached as Exhibit 99.1 and is
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 March 18, 2001, among The
Interpublic Group of Companies, Inc., Veritas Acquisition Corp. and
True North Communications Inc.
99.1 Press Release dated March 19, 2001.
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: March 19, 2001 By: /s/ Nicholas J. Camera
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Nicholas J. Camera
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
EXHIBIT INDEX
Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 18, 2001, among The
Interpublic Group of Companies, Inc., Veritas Acquisition Corp. and
True North Communications Inc.
99.1 Press Release dated March 19, 2001.