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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 reported): June 27, 1996
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True North 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)
Registrant's Telephone Number, Including Area Code: (312) 751-7227
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Item [5] Other
On June 27, 1996, Registrant announced senior management changes and a new
alignment of responsibilities for Registrant's relationship with Publicis
Communication. A copy of the related press release is attached to this Form 8-K.
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.
TRUE NORTH COMMUNICATIONS INC.
Date: July 1, 1996 By: /s/ John J. Rezich
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John J. Rezich
Controller
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[LETTERHEAD OF TRUE NORTH]
Date: June 27, 1996
Contract: Owen Dougherty: 312/751-7789 NEWS
FOR IMMEDIATE RELEASE
TRUE NORTH ANNOUNCES MANAGEMENT CHANGES
Special Committee Responsible For Publicis Relationship
Chicago--Bruce Mason, Chairman and CEO of True North Communications
Inc. (NYSE:TNO), today announced senior management changes and a new
alignment of responsibilities for the Company's relationship with
Publicis Communication.
Gregory W. Blaine, 47 has been named Chairman and CEO of TN
Technologies, True North's technology subsidiary. Mr. Blaine, a 17-
year senior executive with True North, had developed True North's
strategy for new technology initiatives in his previous role as
Director of Global Operating Systems. He succeeds Jack Balousek. Mason
said, "Greg is absolutely the best person to lead the development in
what quickly has become one of our most important enterprises."
Mitchell T. Engel, 44, has been appointed President of True North's
Associated Communications Companies, to oversee the various marketing
services companies separate from the Company's primary brand, Foote,
Cone & Belding Advertising. Brendan Ryan remains Chairman and CEO of
FCB. Mr. Engel, a 21-year veteran of True North, also remains
responsible for True North corporate operations and services.
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2/TRUE NORTH ANNOUNCES MANAGEMENT CHANGES
SPECIAL COMMITTEE RESPONSIBLE FOR PUBLICIS RELATIONSHIP
Mason also announced that a Special Committee of the independent outside
directors of the True North Board has been given full responsibility for the
Publicis relationship. The Committee's charter includes the establishment of a
new agreement between True North and Publicis and any related strategic
acquisitions. Craig R. Wiggins, Vice Chairman, will no longer be responsible for
mergers and acquisitions. Elected to the Special Committee are Stephen T.
Vehslage (Chairman), Richard S. Braddock, Laurel Cutler, Newton N. Minow,
William A. Schreyer and Louis E. Scott (Backgrounds included).
"With senior management responsibilities more streamlined and tightly defined,
plus having Brendan Ryan's talented leadership atop Foote, Cone & Belding
Advertising Worldwide, we are in a much stronger position to focus on managing
our core business. Meanwhile, I am encouraged that our outside directors are
willing to apply their energies to reaching a new agreement with Publicis, "said
Bruce Mason.
True North Communications Inc., whose FCB Advertising is one of the world's
largest global networks and the largest in North America, and Publicis
Communication, which operates the largest agency group in Europe, have operated
together in Europe through the Publicis.FCB joint venture since 1989.
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BIOGRAPHIES OF NEWLY APPOINTED EXECUTIVES
GREGORY W. BLAINE 47, the new Chairman and CEO of TN Technologies Inc., has
served as Executive Vice President and Director of Global Operating Systems for
True North since 1993 and as a member of the Company's Board of Directors since
1990. He has spearheaded the Company's development of its digital and
interactive marketing communications capabilities, assembling one of the most
comprehensive spectrums of services in the industry.
A 17-year Company veteran, Mr. Blaine joined FCB Chicago in 1979 as Vice
President, Media Director. He swiftly moved up in the management ranks becoming
Senior Vice President, Corporate Director of New Communication Technologies in
1982; Deputy General Manager of FCB Chicago in 1983 and Director of Marketing
Services in 1986. He was promoted to the corporate level in 1988 as Senior Vice
President, Director of Corporate Resources and Development, becoming Executive
Vice President in 1990.
MITCHELL T. ENGEL 44, the new President of True North's Associated
Communications Companies, retains the responsibilities he assumed earlier this
year as Executive Vice President, Director of Corporate Operations for True
North. Previously, he served as Executive Vice President, Managing Director of
FCB Chicago from 1989 to 1995. Under his leadership, FCB Chicago's billings rose
to $685 million, strengthening its position as one of that city's largest
agencies.
A 21-year Company veteran, Mr. Engel joined FCB Chicago in 1975 to begin his
advertising career in account management. In 14 years, he moved from Account
Executive to Senior Vice President, playing a senior leadership role on many of
the office's premier accounts including: Zenith, Pizza Hut, Coors Light,
Hallmark and Payless ShoeSource.
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BIOGRAPHIES OF TRUE NORTH COMMUNICATIONS OUTSIDE DIRECTORS
STEPHEN T. VEHSLAGE has been a Company Board Member since 1975. He possesses
extensive international management experience having held senior executive
positions with IBM across Europe, Asia-Pacific and Africa during his 30-year
career in which he rose to the rank of Group Vice President, IBM World Trade
Americas Group.
RICHARD S. BRADDOCK has been a Company Board Member since 1994. Most recently,
he served as a Principal of Clayton, Dubilier & Rice, Inc., a private New York
investment firm. Earlier, he served as President and COO for Citicorp, capping a
distinguished 19-year career with the bank. Subsequently, he became CEO of Medco
Containment Services and later went on to serve as Chairman of Van
Kampen/American Capital.
LAUREL CUTLER has been a Company Board Member since 1990. Called one of
America's best business thinkers by FORTUNE Magazine, she served from 1972 to
1994, as Director of Marketing Planning and Vice Chairman of FCB/Leber Katz
Partners, New York and later as Global Director of Marketing Planning for Foote,
Cone & Belding worldwide.
NEWTON N. MINOW has been a Company Board Member since 1980. He remains Counsel
to the law firm of Sidley & Austin after having served as a Partner for more
than 25 years. A former Chairman of the Federal Communications Commission (FCC)
under President Kennedy, he also served as Chairman of the Public Broadcasting
Service (PBS). He is Chairman of the Board of the Carnegie Corporation of New
York.
WILLIAM A SCHREYER has been a Company Board Member since 1993. He joined Merrill
Lynch & Co. in 1948 and rose through the ranks to become CEO and later Chairman
of the Board. Under his leadership, Merrill Lynch became the world's largest and
most profitable securities underwriter.
LOUIS E. SCOTT has been a Company Board Member since 1961. He joined FCB Los
Angeles in 1950 and rose swiftly through the account management ranks to become
General Manager of FCB Los Angeles in 1959 and head of all FCB West operations
in 1967. He served as Chairman of the Company's Executive Committee from 1970 to
1980, retiring in 1983. He has played a pivotal role in the growth of FCB and
the West Coast advertising industry for over 40 years.
