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IPG > SEC Filings for IPG > Form 8-K on 15-Oct-2013All Recent SEC Filings




Unregistered Sale of Equity Securities, Regulation FD Disclo

Item 3.02. Unregistered Sales of Equity Securities.

On October 15, 2013, The Interpublic Group of Companies, Inc. (the "Company") announced that it was exercising its option to force conversion of all 221,474 outstanding shares of its 5% Series B Cumulative Convertible Perpetual Preferred Stock (the "Series B Preferred Stock") into common stock, par value $0.10 per share, of the Company. The conversion will be effective October 17, 2013 (the "Forced Conversion Date"). The Company is acting pursuant to Section 5 of the Certificate of Designations governing its Series B Preferred Stock. On the Forced Conversion Date, holders of the Series B Preferred Stock will receive 77.8966 shares of common stock per share of Series B Preferred Stock. The holders will also receive cash in lieu of fractional shares.

The shares of Series B Preferred Stock were previously included as eligible dilutive securities in the Company's calculation of diluted share count, and the approximately 17.3 million newly issued common shares will now be included in the Company's basic share count.

The Company originally distributed the Series B Preferred Stock in a private offering in October 2005 in reliance on Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A thereunder. The forced conversions are exempt from registration under Section 3(a)(9) of the Securities Act because the conversions constitute exchanges by the Company with existing holders of the Company's securities, and no commission or other remuneration has been or will be paid by the Company, directly or indirectly, for soliciting the exchange.

Item 8.01. Other Events and Regulation FD Disclosure.

On October 15, 2013, the Company issued a press release announcing the forced conversion of the Series B Preferred Stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1: Press Release, dated October 15, 2013 (filed pursuant to Item 8.01).

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