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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 report) December 9, 1994
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Foote, Cone & Belding Communications, Inc.
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(Exact Name of Registrant as Specified in Its Charter
Delaware
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(State or Other Jurisdiction of Incorporation)
1-5029 36-1088161
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(Commission File Number) (I.R.S. Employer Identification No.)
101 East Erie Street, Chicago, IL 60611-2897
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(Address of Principal Executive Offices) (Zip Code)
(312) 751-7000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable*
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(Former Name or Former Address, if Changed Since Last Report)
*Note. This Report refers to a pending change of name.
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Item 5. Other Events.
The Registrant announced on December 9, 1994 that, effective December
19, 1994, its name will be changed to True North Communications Inc. The
Registrant also announced on December 9, 1994 that its board of directors had
declared a 100% stock dividend on shares of its common stock payable February
17, 1995 to stockholders of record as of the close of business on January 6,
1995.
Item 7. Exhibits.
(3)(i) Certificate of Ownership and Merger filed in Delaware
December 9, 1994.
(99) Press release dated December 9, 1994.
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.
FOOTE, CONE & BELDING COMMUNICATIONS, INC.
Date: December 12, 1994 By /s/ John J. Rezich
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John J. Rezich
Controller
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Exhibit (3)(i)
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
TRUE NORTH COMMUNICATIONS, INC.
INTO
FOOTE, CONE & BELDING COMMUNICATIONS, INC.
Foote, Cone & Belding Communications, Inc., a corporation organized and
existing under the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 29th day of December,
1942, pursuant to the General Corporation Law of the State of Delaware.
SECOND: That this corporation owns all of the outstanding shares of the
stock of True North Communications, Inc., a corporation incorporated on the 20th
day of October, 1994, pursuant to the General Corporation Law of the State of
Delaware.
THIRD: That this corporation, duly adopted the following preamble and
resolutions at a meeting of its Board of Directors held on the 9th day of
November, 1994:
RESOLVED, that True North Communications, Inc., a Delaware corporation and
a wholly owned subsidiary of this Corporation shall be merged (the "Merger")
into this Corporation which shall be the surviving corporation; and
FURTHER RESOLVED, that the Merger shall be effective at 12:01 A.M. Eastern
Standard Time on December 19, 1994, following the filing of a Certificate of
Ownership and Merger with the Secretary of State of the State of Delaware
(such time and date being referred to herein as the "Effective Time"), and
FURTHER RESOLVED, that the name of this Corporation shall be changed at
the Effective Time to True North Communications Inc.
FURTHER RESOLVED, that the proper officers of this Corporation be and they
hereby are directed to make and execute a Certificate of Ownership and Merger
setting forth a copy of these resolutions to merge True North Communications,
Inc. into this Corporation, and assume its liabilities and obligations, and
the date of adoption thereof, and to cause the same to be filed with the
Secretary of State of Delaware and a certified copy recorded in the Office of
the Recorder of Deeds of New Castle County, Delaware and to do all acts and
things whatsoever, whether within or without the State of Delaware, which may
be in anywise necessary or proper to effect the Merger.
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FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this
Certificate of Ownership and Merger may be amended or terminated and abandoned
by the Board of Directors of Foote, Cone & Belding Communications, Inc. at any
time prior to the Effective Time of the Merger.
IN WITNESS WHEREOF, said Foote, Cone & Belding Communications, Inc. has
caused this Certificate to be signed by Gary D. Chester, its Vice President
and attested by Dale F. Perona, its Secretary, this 9th day of December, 1994.
FOOTE, CONE & BELDING
COMMUNICATIONS, INC.
By: /s/ Gary D. Chester, Vice President
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Gary D. Chester, Vice President
ATTEST:
/s/ Dale F. Perona
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Dale F. Perona, Secretary
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EXHIBIT (99)
[LETTERHEAD OF FOOTE, CONE & BELDING COMMUNICATIONS, INC.]
Date: December 9, 1994
Contact: Owen Dougherty: 312/751-7789 NEWS
FOR IMMEDIATE RELEASE
[TRUE NORTH LOGO]
TRUE NORTH COMMUNICATIONS INC. FORMED
NEW GLOBAL COMMUNICATIONS COMPANY SUCCEEDS
FCB COMMUNICATIONS, INC. AND DECLARES STOCK SPLIT
Digital Technology Co. Launched; Architecture of Agency Services Unveiled
NEW YORK -- Bruce Mason, Chairman and Chief Executive Officer, announced that
the Board of Directors of Foote, Cone & Belding Communications, Inc. has
approved the creation of a new company and new corporate name, True North
Communications Inc. In addition, the Company announced a two-for-one common
stock split via a 100% stock dividend, effective January 6, 1995. True North's
new ticker symbol on the NYSE will be TNO, effective December 19, 1994.
Corporate headquarters will remain in Chicago.
True North Communications Inc. is a new form of global communications company
encompassing resources much broader in scope than any existing advertising
holding company. True North succeeds FCB Communications, Inc. the parent of
Foote, Cone & Belding, America's largest single brand advertising agency, with
$7 billion in worldwide billings. FCB will remain a separate agency brand under
True North and retain its legendary name.
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2/FCB FORMS TRUE NORTH COMMUNICATIONS INC.
"The revolution in multinational business and technology demands a new structure
designed to better anticipate and meet our clients' changing communications
needs in the new global communications environment they now face," Mr. Mason
said. "True North's architecture will enable us to capitalize on the staggering
opportunities new technologies are providing to compete in today's rapidly
evolving business arena. We believe this new structure will improve not only our
creativity, but also the speed with which we can service our clients' needs
anywhere in the world."
A NEW CORPORATE ARCHITECTURE
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True North Communications Inc.'s architecture includes the formation of three
new major corporate subsidiaries:
TN Technologies Inc.
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True North Communications Inc. and R/GA Media Group have established a new
strategic joint venture in digital and interactive technologies called TN
Technologies Inc.
R/GA Media Group is a new independent unit of R/GA Digital Studios, the
high-tech, leading edge multimedia production company, established by Robert M.
Greenberg in 1977. He serves as Chairman and CEO of the studios, with offices on
both coasts.
TN Technologies Inc. will use state of the art digital technology to design and
produce all forms of communications: television, radio, print, outdoor,
promotion and point of sale advertising. It will have offices in New York and
Los Angeles.
This proprietary digital technology soon will link the FCB network allowing the
simultaneous creation of fully-integrated communications campaigns, including
on-line, real-time video production, from multiple locations around the globe.
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3/FCB FORMS TRUE NORTH COMMUNICATIONS INC.
A separate unit, TN Technologies Interactive, will focus on creating new
interactive communications platforms and entertainment programming.
Mr. Greenberg is an acknowledged leader and innovator in digital design and
production, including special effects, computer generated imagery, 2D and 3D
animation. His company was the first to pioneer the creative integration of
film, video and computer-imaging technologies, and is currently leading the race
to bring the capabilities of the digital studio to the desktop computer. R/GA is
best known for its special visual effects for the advertising community and
Hollywood. It has worked with every major studio and ad agency.
Mr. Mason said, "Digital technology, in the skilled hands of Bob Greenberg,
will blunt the barriers of time, distance and redundant production. It will
allow our clients immediate access to the best talent around the globe and
enhance the resources and responsiveness of our entire organization in serving
all our clients."
TN Media Inc.
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True North Communications Inc. is launching a global network of media buying
operations under the banner of TN Media Inc. This new subsidiary will be
comprised of all existing media buying services of the Company around the world.
As TN Media Inc. is rolled out, it will serve regions that account for 80% of
the world's advertising billings, to become one of the largest independent
forces in global media buying.
Mr. Mason said, "TN Media Inc. is designed to maximize our clients' control over
media investments, on a global as well as local basis. It will provide our
clients with formidable buying power that is second to none."
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4/FCB FORMS TRUE NORTH COMMUNICATIONS INC.
TN Services Inc.
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True North Communications Inc. has made a significant capital investment to
establish a worldwide agency support service company. TN Services Inc. will
provide and manage a comprehensive array of operational services for all the
Company's agency brands, leveraging proprietary applied IS technologies and
rapid communications links.
This subsidiary will be the first truly global back shop operation, handling all
financial transactions including bill paying, payroll, accounts receivable,
collections; all human resources tasks from insurance to employee stock purchase
plans and other operational support in the areas of legal services, travel and
real estate.
Mr. Mason said, "Effective global back shop management will free up local agency
management from these specialties so they can devote their full energy and
creativity to our most important endeavor--growing our clients' business."
*****
"With True North, we know where we're going and why," Mr. Mason said. "We have
intentionally avoided hype about the information highway or hyperbole about the
interactive age. We ask that our clients and our shareholders judge us today and
into the future by performance, not promises, an unchanging standard that has
served us well for over 120 years."
True North Communications Inc. will rank as the 7th largest global
communications company, with operations in 56 countries, and billings totaling
$7 billion. The Company's agency brands include Foote, Cone & Belding;
Publicis-FCB, its European joint venture; Mojo; Borders Perrin & Norrander, as
well as many other related communications companies.
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