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UNITED STATES
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 29, 1997
TRUE NORTH COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5029 36-1088161
(State or other jurisdiction (Commission (I.R.S. Employer
of organization) File Number) Identification No.)
101 East Erie Street
Chicago, Illinois 60611-2897
(Address of principal executive offices) (Zip Code)
(312) 425-6500
(Registrant's telephone number, including area code:)
Not Applicable
(Former name or former address,
if changed since last report.)
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Certain statements made by executive officers of Registrant at
Registrant's Special Meeting of Stockholders held December 30, 1997 and in
Registrant's press release dated December 30, 1997 and which may be made in the
future with respect to Registrant's expected combined results (after giving
effect to its merger with Bozell, Jacobs, Kenyon & Eckhardt, Inc. ("BJKE")) for
future years constitute "forward-looking statements" within the meaning of
Section 21E(i)(1) of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results of Registrant to be materially
different from any future results expressed or implied by these statements. Such
factors include, among other things, the following: general economic and
business conditions, changes in demand for Registrant's services, changes in
competition, the ability of Registrant to integrate acquisitions (including
BJKE) or complete future acquisitions, interest rate fluctuations, dependence
upon and availability of qualified personnel, and changes in governmental
regulation. In light of these and other uncertainties, the forward-looking
statements included in this document should not be regarded as a representation
by Registrant that Registrant's plans and objectives will be achieved.
Item 5. Other Events.
On December 29, 1997, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.1.
On December 30, 1997, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release dated December 29, 1997.
Exhibit 99.2 Press Release dated December 30, 1997.
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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: December 30, 1997 By: /s/ John J. Rezich
-----------------------------------
Name: John J. Rezich
Title: Controller
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
99.1 Press release dated December 29, 1997
99.2 Press release dated December 30, 1997
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Exhibit 99.1
[LETTERHEAD OF TRUE NORTH]
Date: December 29, 1997 NEWS
Contact: Susan Geanuleas of True North Communications, 312/425-6570
Rich Torrenzano of The Torrenzano Group, 212/681-1700 ext. 102
Joele Frank of the Abernathy/MacGregor Group, 212/371-5999
FOR IMMEDIATE RELEASE
DELAWARE SUPREME COURT UPHOLDS TRUE NORTH POSITION
- TRUE NORTH SHAREHOLDER VOTE ON BJKE TOMORROW -
CHICAGO -- True North Communications Inc. (NYSE: TNO) today announced that the
Supreme Court of Delaware upheld the decision of the State's Chancery Court,
that Publicis Communication be enjoined from interfering with a True North
shareholder vote on a proposed merger transaction with Bozell, Jacobs, Kenyon &
Eckhardt (BJKE). The Supreme Court deemed last week's decision by Delaware
Chancellor William Chandler to be an "excellent and well-reasoned opinion."
True North is proceeding with its special shareholder meeting scheduled for
Tuesday morning, December 30, in Chicago, to approve the BJKE transaction.
The Delaware Supreme Court reviewed the Chancery Court's decision due to an
appeal by Publicis, following the Chancery Court's injunction issued against
them on December 23, and a temporary restraining order issued on December 16.
True North had maintained that Publicis was disallowed from interfering with its
proposed BJKE transaction, based upon contractual agreements between Publicis
and True North. A similar ruling and injunction had been issued by U.S.
District Court, in Illinois, before the decision had been directed to Delaware
for jurisdictional reasons.
Bruce Mason, chairman and CEO of True North, commented, "Each court, in each of
their considered opinions, viewed the contractual terms between True North and
Publicis as clearly as we did. We are proceeding with the shareholder vote on
the BJKE transaction -- which at the core, has always been the important good
news for True North amidst the past month's activities."
Following a BJKE merger, True North Communications would include two global
advertising networks, Foote, Cone & Belding Worldwide and Bozell Worldwide, and
become the world's sixth largest advertising holding company, with annual
revenues expected to exceed $1.2 billion, and billings expected to exceed $12
billion.
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Exhibit 99.2
[LETTERHEAD OF TRUE NORTH]
Date: December 29, 1997 NEWS
Contact: Susan Geanuleas of True North Communications, 312/425-6570
Rich Torrenzano of The Torrenzano Group, 212/681-1700 ext. 102
Joele Frank of the Abernathy/MacGregor Group, 212/371-5999
FOR IMMEDIATE RELEASE
TRUE NORTH SHAREHOLDERS OVERWHELMINGLY
APPROVE BJKE MERGER
CHICAGO -- True North Communications Inc. (NYSE: TNO) won overwhelming
shareholder approval for its merger with Bozell, Jacobs, Kenyon & Eckhardt
(BJKE) at a special shareholders meeting held today in Chicago.
The merger creates the sixth largest advertising holding company in the world --
annual revenues expected to exceed $1.2 billion, and billings expected to exceed
$12 billion -- with more than 11,000 employees in over 300 offices around the
world. As a result, the True North holding company now has two, independent
global advertising agencies -- Foote, Cone & Belding Worldwide and Bozell
Worldwide, plus an additional strong U.S. agency in Temerlin McClain.
The merger also strengthens True North Communications' global position in the
area of interactive digital technology, adding Bozell's Poppe Tyson to True
North's digital arsenal of TN Technologies, which includes Modem Media and R/GA
Interactive. It also adds to True North one of the world's leading public
relations firms, Bozell Sawyer Miller, and a breadth of other marketing services
companies in sales promotion, healthcare, direct marketing and yellow pages.
"With shareholder approval of our merger with BJKE, we significantly strengthen
our position as a leading global marketing company," said Bruce Mason, CEO of
True North Communications. "Bozell is one of the best known advertising brands
in the world, and with FCB, True North now offers clients two superior networks
with outstanding global coverage," he explained.
Mr. Mason, 58, remains chief executive officer of True North Communications, and
Charles A. Peebler, Jr., 61, formerly chief executive officer and president of
BJKE, is now president of True North Communications Inc. Richard Braddock, 55, a
True North director since 1994, assumes the position of non-executive chairman
of the True North Board.
In commenting on the strong support by shareholders, Mr. Peebler said, "We are
proud to join forces with True North. This transaction consummates a process
that started with our leveraged buyout in 1988. Now, we are well prepared to
enter a new century as a partner with True North in building the premier
advertising and communications holding company in the world."
- More -
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2/TRUE NORTH SHAREHOLDERS OVERWHELMINGLY APPROVE BJKE MERGER
J. Brendan Ryan, 54, currently chairman and chief executive officer of FCB and a
True North director, will continue in his current position. Bozell Worldwide
will continue to be led by Leo-Arthur Kelmenson, 70, chairman, and David A.
Bell, 54, president and chief executive officer; both men will also serve as
True North directors. All report to Mr. Mason.
Mr. Peebler was also named chairman and chief executive officer of True North
Diversified Companies, comprising all other True North operations; other than
Foote, Cone & Belding Worldwide and Bozell Worldwide. Mr. Peebler will report to
Mr. Mason in this capacity.
"Today's overwhelmingly affirmative vote is a victory for our shareholders, our
clients and our employees," said Mr. Mason. "Despite Publicis' attempt to
interfere with the voting process by trying to make a highly-conditional and
partial offer, our investors clearly recognize the better value in our two,
quality global networks and the array of other market-leading communications
services this transaction brings to True North," he added.
Also, at the special shareholders meeting, 12 directors were elected to True
North's board. In addition to Messrs. Mason, Braddock, Peebler, Ryan, Kelmenson
and Bell, other directors elected were:
. Donald M. Elliman, Jr., former BJKE director and a senior manager with
Time, Inc.
. W. Grant Gregory, former BJKE director and chairman of Gregory &
Hoenemeyer, Inc.
. Richard P. Mayer, retired chairman and CEO of Kraft Foods North America
. Michael E. Murphy, director and senior executive with Sara Lee Corporation
. Stephen T. Vehslage, consultant, formerly a senior executive with Corning
Franklin Health Inc. and IBM Corp.
. Ali Wambold, managing director of Lazard Freres & Co.
All five shareholder resolutions presented at the meeting were overwhelmingly
approved.
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