-----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, VhC2AubWa1sXVpWYLWC+z8yLAfRH29+IPYNC0BJ61edWo1e2WroYYVa2VKIP0bwW 8MFULSzU0mUG0EDvVGcogw== 0000950142-99-000928.txt : 19991224 0000950142-99-000928.hdr.sgml : 19991224 ACCESSION NUMBER: 0000950142-99-000928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991223 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991223 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: 99780225 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): December 23, 1999 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. 2 Item 5. Other Events. Subject to the following paragraph, the description of the Rights to Acquire Series A Preferred Stock (the "Rights") is set forth under the heading "Description of Registrant's Securities to be Registered" in the Company's Registration Statement on Form 8-A (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on October 6, 1998 which description is incorporated herein by reference. On December 20, 1999, NFO Worldwide, Inc. (the "Company"), entered into an Amendment to Rights Agreement (the "Amendment"), to amend the Shareholder Rights Agreement dated October 5, 1998 (the "Rights Agreement"), in order to provide that the Agreement and Plan of Merger (the "Merger Agreement") executed with The Interpublic Group of Companies, Inc. ("IPG"), on December 20, 1999, would not (i) result in IPG being deemed to be an Acquiring Person (as defined in the Rights Agreement) or (ii) constitute a Shares Acquisition Date (as defined in the Rights Agreement), a Separation Date (as defined in the Rights Agreement), or a Triggering Event, in each case under the terms of the Rights Agreement. The Amendment also provides that the Expiration Date (as defined in the Rights Agreement) shall occur at or prior to the earliest to occur of (i) October 15, 2008, (ii) the date on which the Rights are redeemed as provided in Section 23 thereof, (iii) the time at which such Rights are exchanged as provided in Section 24 thereof or (iv) the Effective Time (as defined in the Merger Agreement). A copy of the Amendment to Rights Agreement is attached hereto as Exhibit 4 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not Applicable. (b) Pro forma financial information. Not Applicable. (c) Exhibits. 4 Amendment to Rights Agreement, dated December 20, 1999. Page 2 3 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 - Corporate Product/Systems Development and Chief Financial Officer Dated: December 23, 1999 Page 3 4 EXHIBIT INDEX NFO WORLDWIDE, INC. Current Report on Form 8-K Dated December 22, 1999 Sequentially Exhibit Numbered Number Exhibit Page ------ ------- ---- 4 Amendment to Rights Agreement, dated December 20, 1999. Page 4 EX-4 2 EXHIBIT 4 Exhibit 4 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT, dated as of December 20, 1999, is between NFO WORLDWIDE, INC., a Delaware corporation (the "Company"), and STATE STREET BANK AND TRUST COMPANY, a Delaware limited partnership (the "Rights Agent"). RECITALS The Company and the Rights Agent are parties to a Rights Agreement dated as of October 5, 1998 (the "Rights Agreement"). Interpublic Group of Companies, Inc., a Delaware corporation, and the Company have entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which a subsidiary of Parent ("Merger Sub") will merge with and into the Company and all the Company Common Stock will be converted into the right to receive shares of Parent Common Stock in accordance with the Exchange Ratio (the "Merger"). The Board of Directors of the Company has approved the Merger Agreement and the Merger. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Merger Agreement. Pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is necessary and desirable to reflect the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing. Accordingly, the parties agree as follows: 1. Amendment of Section 1(a). Section 1(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, neither Parent nor Merger Sub, nor any Affiliate or Associate of Parent or Merger Sub, shall be deemed to be an Acquiring Person solely by virtue of (i) the execution and delivery of the Merger Agreement or the Option Agreement, (ii) becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement, or (iii) the consummation of the Merger, the exercise of the Option, or the consummation of the other transactions contemplated in the Merger Agreement or the Option Agreement." 2. Amendment to Section 1(l). Section 1(l) of the Rights Agreement to add the following clause at the end thereof: 2 (i) the execution and delivery of the Merger Agreement or the Option Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement or (iii) the consummation of the Merger, the exercise of the Option, or the consummation of the other transactions contemplated in the Merger Agreement or the Option Agreement." 3. Additions to Section 1. The following subsections are added to Section 1 of the Rights Agreement at the end thereof: "(o) 'Merger' shall mean the consummation of the transaction pursuant to which the Merger Sub will merge with and into the Company and all the Company Common Stock will be converted into the right to receive shares of Parent Common Stock (as defined in the Merger Agreement) in accordance with the Exchange Ratio (as defined in the Merger Agreement). (p) 'Merger Agreement' shall mean the Agreement and Plan of Merger, dated as of December 20, 1999, between Parent and the Company, as amended from time to time. (q) 'Merger Sub' shall mean a Delaware corporation, wholly owned direct or indirect subsidiary of Parent, or any other subsidiary of Parent that is substituted for Merger Sub pursuant to the Merger Agreement. (r) 'Option' shall mean the option granted to Parent to purchase Company Common Stock pursuant to the terms and conditions set forth in the Option Agreement. (s) 'Option Agreement' shall mean the Option Agreement, dated as of December 20, 1999, between the Company and Parent (t) 'Parent' shall mean Interpublic Group of Companies, Inc., a Delaware corporation." 4. Amendment of Section 3(a). Section 3(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Separation Date shall not be deemed to have occurred solely as the result of (i) the execution and delivery of the Merger Agreement or the Option Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger 3 Sub, becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement or (iii) the consummation of the Merger, the exercise of the Option, or the consummation of the other transactions contemplated in the Merger Agreement or the Option Agreement." 5. Amendment of Section 7(a). Section 7(a) of the Rights Agreement is amended by: (1) deleting the term "or" from clause (iii) replacing it with ",", and (2) inserting the following after clause (iii): "or (iv) immediately prior to the Effective Time, as that term is defined in the Merger Agreement." 6. Amendment of Section 11(a)(ii). Section 11(a)(ii) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, (i) the execution of the Merger Agreement or the Option Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement or (iii) the consummation of the Merger, the exercise of the Option, or the consummation of the other transactions contemplated in the Merger Agreement and the Option Agreement shall not be deemed to be a Section 11(a)(ii) Event and shall not cause the Rights to be adjusted or exercisable in accordance with Section 11(a)(ii)." 7. Amendment of Section 13(a). Section 13(a) of the Rights Agreement is amended to add the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, (i) the execution of the Merger Agreement, (ii) Parent or Merger Sub, or any Affiliate or Associate of Parent or Merger Sub, becoming the Beneficial Owner of Company Common Stock (as defined in the Merger Agreement) pursuant to the Merger Agreement or the Option Agreement or (iii) the consummation of the Merger, the exercise of the Option or the consummation of the other transactions contemplated in the Merger Agreement and the Option Agreement shall not be deemed to be a Section 13(a) Event and shall not cause the Rights to be adjusted or exercisable in accordance with Section 13(a)." 4 8. Effectiveness. This Amendment shall be deemed effective as of December 20, 1999, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 9. Miscellaneous. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated. EXECUTED as of the date set forth above. Attest: NFO WORLDWIDE, INC. By: /s/ Billie Jean Szenderski By: /s/ David J. Gorman - ------------------------------ ----------------------- Name: Billie Jean Szenderski Name: David J. Gorman Title: Administrative Assistant Title: Vice President STATE STREET BANK AND TRUST Attest: COMPANY By: /s/ Abel Manguane By: /s/ Darlene DioDato - --------------------- ----------------------- Name: Abel Manguane Name: Darlene DioDato Title: Kinko's Co-Worker Title: Senior Managing Director -----END PRIVACY-ENHANCED MESSAGE-----