-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FLsYVyRi+bB/1b+Tf822NBpuNvgvGrvsorba8ShB8z/cM6IwxJPYQm4mn539MN5s JpyGvhQ6dnhIAfJdOubNvA== 0000950142-00-000350.txt : 20000419 0000950142-00-000350.hdr.sgml : 20000419 ACCESSION NUMBER: 0000950142-00-000350 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000418 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NFO WORLDWIDE INC CENTRAL INDEX KEY: 0000897940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 061327424 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13707 FILM NUMBER: 604025 BUSINESS ADDRESS: STREET 1: 2 PICKWICK PLAZA STREET 2: STE 400 CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036298888 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 06830 8-K 1 FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2000 -------------- NFO WORLDWIDE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21460 06-1327424 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 2 Pickwick Plaza, Suite 400 Greenwich, Connecticut 06830 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 629-8888 -------------- Not applicable - -------------------------------------------------------------------------------- Page 1 This document consists of 4 pages. The exhibit index is contained on page 4 of this document. Item 5. Other Events. ------------ On April 18, 2000, NFO Worldwide, Inc. (the "Company") issued a press release announcing the approval and adoption by the Company's stockholders of the Company's proposed merger with The Interpublic Group of Companies, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Exhibits. 99.1 Press Release of NFO Worldwide, Inc., dated April 18, 2000 Page 2 SIGNATURE 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. NFO WORLDWIDE, INC. By: /s/ Patrick G. Healy -------------------- Patrick G. Healy President - Australia and the Middle East and Chief Financial Officer Dated: April 18, 2000 Page 3 EXHIBIT INDEX NFO WORLDWIDE, INC. Current Report on Form 8-K Dated April 18, 2000 Sequentially Exhibit Numbered Number Exhibit Page - ------- ------- ---- 99.1 Press Release of NFO Worldwide, Inc., dated April 18, 2000 Page 4 EX-99.1 2 EXHIBIT 99.1 Exhibit 99.1 CONTACT: Patrick G. Healy President - Australasia & Middle East, and CFO 203-618-8502 e-mail: phealy@nfow.com NFO WORLDWIDE SHAREHOLDERS APPROVE PROPOSED MERGER WITH THE INTERPUBLIC GROUP; CLOSING DATE SCHEDULED FOR APRIL 20, 2000 Greenwich, CT - April 18, 2000 - NFO Worldwide, Inc. (NYSE: NFO) today announced that its shareholders have approved its proposed merger with The Interpublic Group of Companies, Inc. (NYSE: IPG). NFO also said that Interpublic has notified the company of its intention to close the transaction on Thursday, April 20, 2000. Pursuant to the terms of the revised merger agreement between NFO Worldwide and The Interpublic Group, each NFO shareholder will receive .5503 shares of Interpublic common stock for each share of NFO common stock held at the time of closing. Within 10 days after closing, each NFO shareholder will be mailed instructions detailing the steps necessary to exchange their NFO shares for Interpublic shares. NFO shareholders will receive cash for any fractional shares. NFO is a leading provider of research-based, marketing information and counsel to the worldwide business community. With over 15,000 full and part- time employees operating in 38 countries; in-depth expertise in all research methodologies; and in-field marketing experience across multiple market sectors, NFO provides clients with trusted insight into the behaviors, attitudes and opinions of customers around the globe. Key services include comprehensive counsel on market evaluation, product development, brand management, customer satisfaction, pricing, distribution, and advertising effectiveness. The Company delivers custom and syndicated marketing information and counsel to over 4,000 clients in key market sectors such as packaged goods and foods, healthcare, financial services, high-tech/telecommunications, travel & leisure, automotive and business to business. NFO is the largest custom marketing research firm in North America, and among the top three in the world. Together with its subsidiary and affiliated companies, NFO is the world's largest provider of Internet-based custom marketing research services. Visit NFO Worldwide on the Web http://www.nfow.com. Page 5 Statements in this press release relating to matters that are not historical facts are forward looking statements. Such forward-looking statements are based on each respective company's current forecasts and actual results may differ materially. To understand the risks that may affect each company's future performance, please refer to Part 1 of Interpublic's 1999 Annual Report on Form 10-K filed on March 24, 2000 or part 1 of NFO's 1999 Annual Report on Form 10-K filed on March 29, 2000. Page 6 -----END PRIVACY-ENHANCED MESSAGE-----