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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): December 28, 1998
True North Communications Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-5029 36-1088161
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
101 East Erie Street, Chicago, Illinois 60611-2897
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 425-6500
(Not Applicable)
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On December 28, 1998, the Registrant issued a release in the form attached
to this Report as Exhibit 99.1.
On January 20, 1999, the Registrant issued a release in the form attached
to this Report as Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
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99.1 Press Release dated December 28, 1998.
99.2 Press Release dated January 20, 1999.
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SIGNATURES
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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 thereunto duly authorized.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ Dale F. Perona
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Name: Dale F. Perona
Title: Senior Vice-President and
Secretary
Dated: February 24, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated December 28, 1998.
99.2 Press Release dated January 20, 1999.
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EXHIBIT 99.1
[LETTERHEAD OF TRUE NORTH]
Date: December 28, 1998
Contact: Susan Geanuleas: 312/425-6570
Cheryl Harbour: 312/425-6542
FOR IMMEDIATE RELEASE
TRUE NORTH ANNOUNCES BOARD CHANGES
CHICAGO--True North Communications Inc. (NYSE:TNO) announced today that Richard
S. Braddock, non-executive Chairman and an outside member of the Board, will
resign those positions effective January 31, 1999. He is leaving to take on the
position of Chairman and Chief Executive Officer of Priceline.com, a newly
patented e-commerce company.
Mr. Braddock, who formerly served as Director, President and Chief Operating
Officer of Citicorp and its principal subsidiary, Citibank, N.A., joined the
True North Board in 1994. After leaving Citicorp in 1993, Braddock went to Medco
Containment, where he was CEO until Medco was acquired by Merck & Co. one-and-a-
half years later. He then joined the New York investment firm of Clayton,
Dubilier & Rice. In late 1997, as a result of True North's acquisition of
Bozell, Jacobs, Kenyon & Eckhardt, Braddock was named non-executive Chairman to
permit Bruce Mason, CEO, and Charles Peebler, True North President, to focus on
integrating the two companies.
Mr. Braddock is well-known for his considerable abilities in the areas of global
marketing and financial management. He has been a valued member of the Board
during a time of significant development and growth for True North, and the
Company has benefited from and is grateful for his expertise and counsel. The
Company extends its best wishes to him in his exciting new venture.
Two New Members Join True North Board
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Also, today, True North announced the election of two new members to the Board
of Directors. They are Marilyn R. Seymann, President and CEO of M One, Inc., a
management and information systems consulting firm specializing in strategic and
technology planning and reengineering; and Ron Bess, President of Foote, Cone &
Belding Worldwide, a subsidiary of True North Communications.
Ms. Seymann founded M One in 1991, primarily to provide consulting services to
the financial industry. Previously, she was a Managing Director with Arthur
Andersen & Co., and an Executive Vice President of Chase Bank of Arizona. In
1990, she was appointed by President George Bush to serve as Vice Chair of the
Federal Housing Finance Board, a post she held for three years.
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"The experience and expertise of Marilyn Seymann will be invaluable to us in the
coming years, especially as we continue to cement our leadership in the area of
technology," said CEO Bruce Mason. When True North was formed in early 1995, one
of its stated priorities was to establish a competitive advantage in the new
interactive media. Currently, True North's Modem Media.Poppe Tyson is one of the
largest and most innovative interactive marketing companies in the world.
Ms. Seymann, who holds a Ph.D. from California Western University, is the editor
of Managing the New Bank Technology: An Executive Blueprint for the Future, a
book aimed at educating bankers on the key technology issues facing the
industry.
Ron Bess started his career as an account executive with Foote, Cone & Belding
in 1972 and rejoined the firm in 1996, when the company he had formed nine years
earlier, Bayer Bess Vanderwarker, was acquired by FCB. Mr. Bess was President of
FCB Chicago from 1996 to 1998, when he was promoted by Brendan Ryan, Chairman
and CEO of FCB Worldwide, to President of FCB Worldwide. Prior to 1987, he
worked for DDB Needham in account management on the McDonald's and Anheuser-
Busch businesses and later as Director of Account Management.
"Under Ron's leadership, FCB Chicago and FCB Worldwide have made remarkable
progress in both creativity and service across all disciplines," said Bruce
Mason. "He understands the advertising business from many perspectives, and his
talent and intelligence will be great assets to the Board."
True North Communications, the sixth largest communications holding company in
the world, has its headquarters in Chicago and serves clients from more than 300
full-service operations in 81 countries. With two global advertising networks,
Foote, Cone & Belding Worldwide and Bozell Worldwide, as well as The Diversified
Companies Group, True North has annual revenues exceeding $1.2 billion.
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EXHIBIT 99.2
[LETTERHEAD OF TRUE NORTH]
Date: January 20, 1999
Contact: Susan Geanuleas: 312/425-6570
Cheryl Harbour: 312/425-6542
FOR IMMEDIATE RELEASE
TRUE NORTH'S CEO BRUCE MASON ANNOUNCES RETIREMENT
CHICAGO--Bruce Mason, CEO of True North Communications (NYSE:TNO), has announced
that, as expected, he will be retiring by the end of this quarter.
"I turn 60 later this year. I've accomplished what I set out to accomplish so
it's time to turn over the reins to someone else, hop on that Harley that's
sitting in my office and ride off quietly into the sunset," said Mason. "I'm
working with our Board to put in place succession management that can carry us
through to the 21st Century."
In 1991 when Mason took over the top spot of what was then just a single
advertising agency, Foote, Cone & Belding, he inherited the leadership of a
company with $340MM in revenues and one whose network in Europe was dependent on
a troubled joint venture with the French agency Publicis.
Mason finally engineered a divorce with Publicis and the acquisition of the
Wilkens European network for FCB to replace the Publicis joint venture. He also
created a whole new holding company - True North - which is today one of the
world's leading marketing communications holding companies. It owns not only
FCB, but now also owns Bozell and Temerlin McClain. It also has one of the
stronger portfolios of diversified service companies in the business, including
BSMG Worldwide, one of the leading global public relations firms.
Mason pioneered the creation of a separate subsidiary - TN Technologies - that
today is a leader in the area of digital technology with R/GA Interactive and
Modem Media.Poppe Tyson. Modem Media.Poppe Tyson is one of the world's largest
digital marketing companies, and is planning its own initial public offering
later this quarter.
With revenues in excess of $1.2 billion, True North, the company that Mason
leaves behind, is today four times larger than it was just eight years ago when
he took over its leadership.
"It's been one helluva ride. Though there were some unanticipated French speed
bumps along the way, I truly enjoyed it. I hope I've proved worthy of the job."
The True North Board has already embarked on a search for a successor for Mr.
Mason, and stated that both internal and external candidates are being
considered. The Company has also stated that
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any costs that might be associated with Mason's retirement will be accounted for
in the fourth quarter of 1998 and offset by gains from a previously planned sale
of marketable securities.
True North Communications, the sixth largest marketing communications holding
company in the world, has its headquarters in Chicago and serves clients from
more than 300 full-service operations in 81 countries.
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