<PAGE>
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): September 9, 1999
True North Communications Inc.
- --------------------------------------------------------------------------------
(exact name of registrant as specified in its charter)
Delaware 1-5029 36-1088162
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
101 East Erie Street, Chicago, Illinois 60611-2897
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 425-6500
- --------------------------------------------------------------------------------
(Not Applicable)
- --------------------------------------------------------------------------------
Former name or former address, if changed since last report
<PAGE>
Item 5. Other Events
On September 9, 1999, the registrant issued releases in the forms attached
to this Report as Exhibits 99.1, 99.2, 99.3 and 99.4.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
99.1 Press Release dated September 9, 1999.
99.2 Press Release dated September 9, 1999.
99.3 Press Release dated September 9, 1999.
99.4 Press Release dated September 9, 1999.
2
<PAGE>
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.
By /s/ Kevin J. Smith
--------------------------------
Kevin J. Smith
Senior Vice President
Chief Accounting Officer
Dated: September 9, 1999
3
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated September 9, 1999
99.2 Press Release dated September 9, 1999
99.3 Press Release dated September 9, 1999
99.4 Press Release dated September 9, 1999
4
<PAGE>
Exhibit 99.1
[Logo of True Notrh Communications here]
FOR IMMEDIATE RELEASE
CONTACT: Kathryn Woods, True North Communications 212-727-5582
e-mail: [email protected]
TRUE NORTH REALIGNS AGENCY OPERATIONS TO SIGNIFICANTLY STRENGTHEN GLOBAL
POSITION
CHICAGO Sept. 9 -- True North Communications (NYSE: TNO) announced that,
effective today, FCB Worldwide becomes the banner for a new top-tier global
advertising agency, combining FCB with Bozell's international offices along with
Bozell Detroit and Costa Mesa to become the 5th largest global agency in
billings. Additionally, Bozell's other U.S. offices form a top 20 national
agency brand in billings. The company's Board of Directors approved management's
recommendation on the initiative at a special meeting late yesterday after a
thorough strategic review held over several months.
David Bell, Chairman and CEO of True North, said, "We're committed to being a
world leader in advertising and communications services, offering our clients
seamless and global solutions. With the new FCB, our clients now have a more
powerful global resource. And we're strongly positioned to serve leading
marketers as they continue to consolidate their advertising and communications
business worldwide." True North advertising agencies currently serve more than
two dozen major marketers on a global basis, and have relationships with over 40
of the nation's top 200 marketers. "In addition," Bell said, "Bozell continues
as one of the premier agency brands in the country, with a strong collaborative
culture and deep expertise in building brands for major clients."
Continued Bell, "This is an important global initiative for True North. It
provides a platform for our agencies to better serve clients and to grow their
businesses worldwide." He added, "We'll move swiftly to build on this new
corporate framework. We plan to focus significant resources over the next few
years on acquisitions and further expansion of the FCB network internationally,
especially in Europe."
FCB: A Top-Tier Global Brand
With combined estimated billings of approximately $8 billion, FCB Worldwide now
becomes the number five global agency brand as well as the largest agency in the
United
<PAGE>
Page 2
States, according to industry rankings by billings. FCB catapults into the top-
ten tier in nine of the world's fifteen largest advertising markets: the U.S,
the world's top market; Canada; Germany; Spain; Brazil; Argentina; Mexico;
China/Hong Kong; and South Korea.
The new FCB has a significantly more global profile, with 40% of its billings
internationally and 60% in the U.S. market (approximately $3 billion and $5
billion, in respective billings).
True North named Brendan Ryan, formerly Chairman and CEO of FCB Worldwide, as
CEO of the new combined agency. Brendan Ryan said, "Both FCB and Bozell have
been enjoying an excellent 1999 - and this move builds on that momentum, making
the new agency dramatically bigger and stronger - literally overnight. We all
know that `being big' is not an end in itself, but it sure helps in today's
consolidating business world.
Continued Ryan, "Being #1 in the United States and #5 worldwide will definitely
help this `new FCB' better keep pace with the changing needs of our clients such
as AT&T, DaimlerChrysler, Nabisco and SC Johnson, and others who themselves are
becoming even bigger players in the global marketplace."
Leo-Arthur Kelmenson, formerly Chairman and CEO of Bozell Worldwide, became
Chairman of the new FCB. He commented, "We're putting together tremendous brand-
building experience, a depth of worldwide creative talent, full global
communications capabilities, and technological strength." He underscored that
FCB and Bozell have helped clients build such brands as Amazon.com, AT&T, Coors,
Dockers, Gatorade, Jeep, Kawasaki, Mattel, Nabisco, Raid, Ray Ban, US Postal
Service and many others.
Kelmenson also said, "There's a strong fit between Bozell and FCB. We share many
core beliefs: FCB's commitment to `person to person' communications solutions
closely parallels Bozell's philosophy and its entrepreneurial spirit. In
addition, we're both firmly committed to client-focused, seamless solutions, or
what Bozell has called `media neutral' solutions."
Looking forward, Brendan Ryan said, "The new FCB will be unified behind a
singular vision that both agencies frankly share: That our business is all about
selling our clients' products today and building brands over time. And as our
new company goes forward, our ability to do this across the full spectrum of
communications including not only advertising but direct marketing,
telemarketing, interactive - all connected through database marketing - will
further make person to person communications even more of a reality."
<PAGE>
Page 3
Bozell: A Strong National Agency
In the realignment, Bozell continues its heritage as a strong national agency.
The new agency continues as one of the top 20 agency brands in the U.S., with
approximately $1.5 billion in billings. The agency's client roster includes many
major brands, including Andrew Jergens, Bahamas Ministry of Tourism, Bank of
America, Bell Atlantic, Lycos, The National Fluid Milk Processor Promotion
Board, The National Pork Producers Council, The New York Times, Sara Lee, and
Unisys. The agency is now comprised of Bozell's flagship New York operation,
its Chicago, Seattle, Silicon Valley and Toronto agencies, as well as its
original Omaha office. It also includes freestanding agencies Avrett, Free &
Ginsberg, Berenter Greenhouse & Webster and Bozell Kamstra.
Gene Bartley, President of Bozell's North American Operations, was named
Chairman of Bozell. Gene commented, "I think this will be great for all of us.
The new structure enables us to build on our strengths in the U.S. market -
where we have been very successful - and drive further growth momentum. We'll
continue our commitment to media neutral solutions, collaboration and
entrepreneurship."
Integration Process
Commenting on the integration process, True North CEO David Bell, said, "There
has been a cultural shift inside True North that has made this move possible.
We've been working together and openly collaborating to give our clients access
to our best thinking, capabilities and people across the company. At the senior
management level, top executives from Bozell and FCB have had a good history of
working together over the past two years."
The new realignment follows a number of other recent collaborative initiatives
within True North. Most recently, the company formed Marketing Drive Worldwide
in July as a global marketing services brand, combining units from Bozell and
True North. Senior executives from Bozell, FCB and Temerlin McClain currently
serve on Marketing Drive's management board and the ad agencies share in its
success.
Commented CEO David Bell,"We've put the focus on bringing our people and
resources closer together to strengthen our services to clients, rather than on
supporting infrastructure."
True North anticipates that once the combination is complete it will create
expense savings of close to $25 million or $.25 per share on an annualized
basis, primarily due to administrative and operating efficiencies. To effect
these savings, the company will record restructuring and other unusual charges
in the third quarter of 1999 of approximately $65 - $75 million pretax.
<PAGE>
Page 4
Strategic Acquisitions: Next Phase of the Global Plan
True North said that its new corporate architecture provides a strong platform
on which the company will make strategic acquisitions, and will give True North
the flexibility to move quickly in pursuing new opportunities.
In addition to further expanding FCB's leadership positions in key international
markets, True North said that it will continue to build its Diversified
Companies brands with a focus on making BSMG Worldwide and Marketing Drive
Worldwide global leaders in public relations and marketing services,
respectively.
True North will also seek to acquire entrepreneurial companies with the ability
to become major players in emerging sectors in technology and multicultural
marketing, where True North already has strong positions. Last week, True
North's Diversified Companies group announced that it has taken a 49% stake in
Don Coleman Advertising, a leading African-American agency, making True North's
New America Strategies Group the leading multicultural agency network.
Bell concluded, "Moving forward, we believe this is the right structure for
achieving our top priorities of stronger organic growth and operating margin."
End Notes
A top global advertising and communications holding company, True North has
grown aggressively, doubling in size since its acquisition of Bozell, Jacobs,
Kenyon and Eckhardt in December 1997. Headquartered in Chicago, True North
ranked seventh among global holding companies in 1998, with annual revenue
exceeding $1.2 billion and annual billings of more than $12 billion. True North
now has three large advertising agencies, FCB Worldwide, Bozell and Temerlin
McClain. Its Diversified Companies has a number of major communications brands,
including BSMG public relations, Marketing Drive Worldwide marketing services,
RG/A Interactive, TN Media and New America Strategies Group, multicultural
marketers.
Cautionary Statement
This news release includes forward-looking statements that involve risk and
uncertainties. Actual results may differ materially from results indicated in
any forward-looking statements. The Company cautions that future results are
subject to, and should be considered in light of, risks, uncertainties and other
factors that may affect future results.
# # #
<PAGE>
Exhibit 99.2
[Logo of True North Communications here]
FOR IMMEDIATE RELEASE
Contact: Kathryn Woods, True North Communications, 212-727-5582, e-mail:
[email protected]
Christine Jewell, Charles Barker/BSMG (44) 171-841-5486
TRUE NORTH REALIGNS AGENCY OPERATIONS TO SIGNIFICANTLY STRENGTHEN GLOBAL
POSITION
THE NEW STRUCTURE NEARLY DOUBLES FCB'S SIZE IN EUROPE;
REGION CONTINUES TO BE PRIORITY FOR GROWTH
CHICAGO Sept. 9 -- True North Communications (NYSE: TNO) announced that,
effective today, FCB Worldwide becomes the banner for a new top-tier global
advertising agency, combining FCB with Bozell's international offices along with
Bozell Detroit and Costa Mesa to become the 5th largest global agency by
billings. Additionally, Bozell's other U.S. offices form a top 20 national
agency brand. The company's Board of Directors approved management's
recommendation on the initiative at a special meeting late yesterday after a
thorough strategic review held over several months.
David Bell, Chairman and CEO of True North, said, "We're committed to being a
world leader in advertising and communications services, offering our clients
seamless and global solutions. With the new FCB, our clients now have a more
powerful global resource. And we're strongly positioned to serve leading
marketers as they continue to consolidate their advertising and communications
business worldwide." True North advertising agencies currently serve more than
two dozen major marketers on a global basis and have relationships with over 40
of the nation's top 200 marketers. "In addition," Bell said, "Bozell continues
as one of the premier agency brands in the country, with a strong collaborative
culture and deep expertise in building brands for major clients."
Continued Bell, "This is an important global initiative for True North. It
provides a platform for our agencies to better serve clients and to grow their
businesses worldwide." He added, "We'll move swiftly to build on this new
corporate framework. We plan to focus significant resources over the next few
years on acquisitions and further expansion of the FCB network internationally,
especially in Europe."
FCB: A Top-Tier Global Brand
With combined estimated billings of approximately $8 billion, FCB Worldwide now
becomes the number five global agency brand as well as the largest agency in the
United States, according to industry rankings by billings. FCB catapults into
the top-ten tier in nine of the world's fifteen largest advertising markets: the
U.S, the world's top market;
<PAGE>
Page 2
Canada; Germany; Spain; Brazil; Argentina; Mexico; China/Hong Kong; and South
Korea.
The new FCB has a significantly more global profile, with 40% of its billings
internationally and 60% in the U.S. market (approximately $3 billion and $5
billion, in respective billings).
True North named Brendan Ryan, formerly Chairman and CEO of FCB Worldwide, as
CEO of the new combined agency. Brendan Ryan said, "Both FCB and Bozell have
been enjoying an excellent 1999 - and this move builds on that momentum, making
the new agency dramatically bigger and stronger - literally overnight. We all
know that `being big' is not an end in itself, but it sure helps in today's
consolidating business world.
Continued Ryan, "Being #1 in the United States and #5 worldwide will definitely
help this `new FCB' better keep pace with the changing needs of our clients such
as AT&T, DaimlerChrysler, Nabisco and SC Johnson, and others who themselves are
becoming even bigger players in the global marketplace."
Leo-Arthur Kelmenson, formerly Chairman and CEO of Bozell Worldwide, became
Chairman of FCB. He commented, "We're putting together tremendous brand-building
experience, a depth of worldwide creative talent, full global communications
capabilities, and technological strength." He underscored that FCB and Bozell
have helped clients build such brands as Amazon.com, AT&T, Coors, Dockers,
Gatorade, Jeep, Kawasaki, Mattel, Nabisco, Raid, Ray Ban, US Postal Service and
many others.
Harry Reid, President of FCB International, becomes President of the new
combined FCB. Stated Reid, "There's a strong fit between Bozell and FCB
internationally. We share many core beliefs: FCB's commitment to `person to
person' communications solutions closely parallels Bozell's philosophy and its
entrepreneurial spirit. In addition, we're both firmly committed to client-
focused, seamless solutions, or what Bozell has called `media neutral'
solutions."
Reid, who also takes the additional responsibility of Regional Director of FCB
Europe, said, "Europe is an important international priority for FCB so I want
to make it a personal focus. We have a much stronger agency here - not only in
terms of size, but in bringing together real talent. And we are all committed to
further growth in this important region." Added Reid, "In Europe we are now well
positioned to serve such key global accounts as Beiersdorf, Bristol-Myers
Squibb, DaimlerChrysler, SC Johnson and 3 Com."
<PAGE>
Page 3
Looking forward, Brendan Ryan said, "The new FCB will be unified behind a
singular vision that both agencies frankly share: That our business is all about
selling our clients' products today and building brands over time. And as our
new company goes forward, our ability to do this across the full spectrum of
communications including not only advertising but direct marketing,
telemarketing, interactive - all connected through database marketing - will
further make person to person communications even more of a reality."
Bozell: A Strong U.S. Agency
In the realignment, Bozell continues its heritage as a strong national agency.
The new agency continues as one of the top 20 agency brands in the U.S., with
approximately $1.5 billion in billings. The agency's client roster includes many
major brands, including Andrew Jergens, Bahamas Ministry of Tourism, Bank of
America, Bell Atlantic, Lycos, The National Fluid Milk Processor Promotion
Board, The National Pork Producers Council, The New York Times, Sara Lee, and
Unisys. The agency is comprised of Bozell's flagship New York operation, its
Chicago, Seattle, Silicon Valley and Toronto agencies, as well as its original
Omaha office
Integration Process
Commenting on the integration process, True North CEO David Bell, said, "There
has been a cultural shift inside True North that has made this move possible.
We've been working together and openly collaborating to give our clients access
to our best thinking, capabilities and people across the company. At the senior
management level, top executives from Bozell and FCB have had a good history of
working together over the past two years."
The new realignment follows a number of other recent collaborative initiatives
within True North. Most recently, the company formed Marketing Drive Worldwide
in July as a global marketing services brand, combining units from Bozell and
True North. Senior executives from Bozell, FCB and Temerlin McClain currently
serve on Marketing Drive's management board and the ad agencies share in its
success.
Commented CEO David Bell,"We've put the focus on bringing our people and
resources closer together to strengthen our services to clients, rather than on
supporting infrastructure."
True North anticipates that once the combination is complete it will create
expense savings of close to $25 million or $.25 per share on an annualized
basis, primarily due to administrative and operating efficiencies. To effect
these savings, the company will record restructuring and other unusual charges
in the third quarter of 1999 of approximately $65 - $75 million pretax.
<PAGE>
Page 4
Strategic Acquisitions: Next Phase of the Global Plan
True North said that its new corporate architecture provides a strong platform
on which the company will make strategic acquisitions, and will give True North
the flexibility to move quickly in pursuing new opportunities. In addition to
further expanding FCB's leadership positions in key international markets, True
North said that it will continue to build its Diversified Companies brands with
a focus on making BSMG Worldwide and Marketing Drive Worldwide global leaders in
public relations and marketing services, respectively.
True North will also seek to acquire entrepreneurial companies with the ability
to become major players in emerging sectors in technology and multicultural
marketing, where True North already has strong positions.
Bell concluded, "Moving forward, we believe this is the right structure for
achieving our top priorities of stronger organic growth and operating margin."
End Notes
A top global advertising and communications holding company, True North has
grown aggressively, doubling in size since its acquisition of Bozell, Jacobs,
Kenyon and Eckhardt in December 1997. Headquartered in Chicago, True North
ranked seventh among global holding companies in 1998, with annual revenue
exceeding $1.2 billion and annual billings of more than $12 billion. True North
now has three large advertising agencies, FCB Worldwide, Bozell and Temerlin
McClain. Its Diversified Companies has a number of major communications brands,
including BSMG public relations, Marketing Drive Worldwide marketing services,
RG/A Interactive, TN Media and New America Strategies Group, multicultural
marketers.
Cautionary Statement
This news release includes forward-looking statements that involve risk and
uncertainties. Actual results may differ materially from results indicated in
any forward-looking statements. The Company cautions that future results are
subject to, and should be considered in light of, risks, uncertainties and other
factors that may affect future results.
# # #
<PAGE>
Exhibit 99.3
[LOGO OF TRUE NORTH]
CONTACT: Kathryn Woods, True North Communications
212-727-5582, e-mail: [email protected]
TRUE NORTH REALIGNS AGENCY OPERATIONS TO SIGNIFICANTLY
STRENGTHEN GLOBAL POSITION
COMBINATION OF FCB AND BOZELL CREATES FOURTH-LARGEST AGENCY IN LATIN AMERICA
CHICAGO Sept. 9 -- True North Communications (NYSE: TNO) announced that,
effective today, FCB Worldwide becomes the banner for a new top-tier global
advertising agency, combining FCB with Bozell's international offices along with
Bozell Detroit and Costa Mesa. Additionally, Bozell's other U.S. offices form a
top 20 national agency agency in billings. The company's Board of Directors
unanimously approved management's recommendation on the initiative at a special
meeting late yesterday after a thorough strategic review held over several
months.
David Bell, Chairman and CEO of True North, said, "We're committed to being a
world leader in advertising and communications services, offering our clients
seamless and global solutions. With the new FCB, our clients now have a more
powerful global resource. And we're strongly positioned to serve leading
marketers as they continue to consolidate their advertising and communications
business worldwide." True North advertising agencies currently serve more than
two dozen major marketers on a global basis and have relationships with over 40
of the nation's top 200 marketers. "In addition," Bell said, "Bozell continues
as one of the premier agency brands in the country, with a strong collaborative
culture and deep expertise in building brands for major clients."
Continued Bell, "This is an important global initiative for True North. It
provides a platform for our agencies to better serve clients and to grow their
businesses worldwide." He added, "We'll move swiftly to build on this new
corporate framework. We plan to focus significant resources over the next few
years on acquisitions and further expansion of the FCB network internationally,
especially in Europe."
<PAGE>
Page 2
FCB: A Top-Tier Global Brand
With combined estimated billings of approximately $8 billion, FCB Worldwide now
becomes the number five global agency brand as well as the largest agency in the
United States, according to industry rankings by billings. FCB catapults into
the top-ten tier in nine of the world's fifteen largest advertising markets: the
U.S, the world's top market; Canada; Germany; Spain; Brazil; Argentina; Mexico;
China/Hong Kong; and South Korea.
The new FCB has a significantly more global profile, with 40% of its billings
internationally and 60% in the U.S. market (approximately $3 billion and $5
billion, in respective billings).
True North named Brendan Ryan, formerly Chairman and CEO of FCB Worldwide, as
CEO of the new combined agency. Brendan Ryan said, "Both FCB and Bozell have
been enjoying an excellent 1999 - and this move builds on that momentum, making
the new agency dramatically bigger and stronger - literally overnight. We all
know that `being big' is not an end in itself, but it sure helps in today's
consolidating business world.
Being #1 in the United States and #5 worldwide will definitely help this `new
FCB' better keep pace with the changing needs of our clients such as AT&T,
DaimlerChrysler, Nabisco and SC Johnson, and others who themselves are becoming
even bigger players in the global marketplace."
Leo-Arthur Kelmenson, formerly Chairman and CEO of Bozell Worldwide, became
Chairman of FCB. He commented, "We're putting together tremendous brand-building
experience, a depth of worldwide creative talent, full global communications
capabilities, and technological strength." He underscored that FCB and Bozell
have helped clients build such brands as Amazon.com, AT&T, Coors, Dockers,
Gatorade, Jeep, Kawasaki, Mattel, Nabisco, Raid, Ray Ban, US Postal Service and
many others.
Harry Reid, President of FCB International, becomes President of the new
combined FCB. Stated Reid, "There's a strong fit between Bozell and FCB
internationally. We share many core beliefs: FCB's commitment to `person to
person' communications solutions closely parallels Bozell's philosophy and its
entrepreneurial spirit. In addition, we're both firmly committed to client-
focused, seamless solutions, or what Bozell has called `media neutral'
solutions."
Commenting on Latin America, Reid added, "Latin America is an important region
to us. We now have an even stronger leadership position in the region, with a
more powerful presence in key markets such as Argentina, Brazil and Mexico,
three of the world's top advertising markets. Scott Hollingsworth, who becomes
Regional Director of the new FCB Latin America, has unique experience in Latin
America." Continued Reid,
<PAGE>
Page 3
"We think this will move benefit our key clients - SC Johnson, DaimlerChrysler,
Bristol-Myer Squibb, Quaker and Nabisco, among them."
Looking forward, Brendan Ryan said, "The new FCB will be unified behind a
singular vision that both agencies frankly share: That our business is all about
selling our clients' products today and building brands over time. And as our
new company goes forward, our ability to do this across the full spectrum of
communications including not only advertising but direct marketing,
telemarketing, interactive - all connected through database marketing - will
further make person to person communications even more of a reality."
Bozell: A Strong National Agency
In the realignment, Bozell continues its heritage as a strong national agency.
The new agency continues as one of the top 20 agency brands in the U.S., with
approximately $1.5 billion in billings. The agency's client roster includes many
major brands, including Andrew Jergens, Bahamas Ministry of Tourism, Bank of
America, Bell Atlantic, Lycos, The National Fluid Milk Processor Promotion
Board, The National Pork Producers Council, The New York Times, Sara Lee, and
Unisys. The agency is comprised of Bozell's flagship New York operation, its
Chicago, Seattle, Silicon Valley and Toronto agencies, as well as its original
Omaha office. It also includes freestanding agencies Avrett, Free & Ginsberg,
Berenter Greenhouse & Webster and Bozell Kamstra.
Integration Process
Commenting on the integration process, True North CEO David Bell said, "There
has been a cultural shift inside True North that has made this move possible.
We've been working together and openly collaborating to give our clients access
to our best thinking, capabilities and people across the company. At the senior
management level, top executives from Bozell and FCB have had a good history of
working together over the past two years."
The new realignment follows a number of other recent collaborative initiatives
within True North. Most recently, the company formed Marketing Drive Worldwide
in July as a global marketing services brand, combining units from Bozell and
True North. Senior executives from Bozell, FCB and Temerlin McClain currently
serve on Marketing Drive's management board and the ad agencies share in its
success.
Commented CEO David Bell,"We've put the focus on bringing our people and
resources closer together to strengthen our services to clients, rather than on
supporting infrastructure."
<PAGE>
Page 4
True North anticipates that once the combination is complete it will create
expense savings of close to $25 million or $.25 per share on an annualized
basis, primarily due to administrative and operating efficiencies. To effect
these savings, the company will record restructuring and other unusual charges
in the third quarter of 1999 of approximately $65 - $75 million pretax.
Strategic Acquisitions: Next Phase of the Global Plan
True North said that its new corporate architecture provides a strong platform
on which the company will make strategic acquisitions, and will give True North
the flexibility to move quickly in pursuing new opportunities.
In addition to further expanding FCB's leadership positions in key international
markets, True North said that it will continue to build its Diversified
Companies brands with a focus on making BSMG Worldwide and Marketing Drive
Worldwide global leaders in public relations and marketing services,
respectively.
True North will also seek to acquire entrepreneurial companies with the ability
to become major players in emerging sectors in technology and multicultural
marketing, where True North already has strong positions.
Bell concluded, "Moving forward, we believe this is the right structure for
achieving our top priorities of stronger organic growth and operating margin."
End Notes
A top global advertising and communications holding company, True North has
grown aggressively, doubling in size since its acquisition of Bozell, Jacobs,
Kenyon and Eckhardt in December 1997. Headquartered in Chicago, True North
ranked seventh among global holding companies in 1998, with annual revenue
exceeding $1.2 billion and annual billings of more than $12 billion. True North
now has three large advertising agencies, FCB Worldwide, Bozell and Temerlin
McClain. Its Diversified Companies has a number of major communications brands,
including BSMG public relations, Marketing Drive Worldwide marketing services,
RG/A Interactive, TN Media and New America Strategies Group, multicultural
marketers.
Cautionary Statement
This news release includes forward-looking statements that involve risk and
uncertainties. Actual results may differ materially from results indicated in
any forward-looking statements. The Company cautions that future results are
subject to, and should be considered in light of, risks, uncertainties and other
factors that may affect future results.
# # #
<PAGE>
Exhibit 99.4
[LOGO OF TRUE NORTH]
CONTACT: Kathryn Woods, True North Communications
212-727-5582, [email protected]
Ken Walker, BSMG Worldwide/Asia Pacific
(852) 2575-0407
TRUE NORTH REALIGNS AGENCY OPERATIONS TO SIGNIFICANTLY STRENGTHEN GLOBAL
POSITION
COMBINATION OF FCB AND BOZELL CREATES STRONGER
ASIA PACIFIC AGENCY
CHICAGO Sept. 9 -- True North Communications (NYSE: TNO) announced that,
effective today, FCB Worldwide becomes the banner for a new top-tier global
advertising agency, combining FCB with Bozell's international offices along with
Bozell Detroit and Costa Mesa to become the 5th largest global agency in
billings. Additionally, Bozell's other U.S. offices form a top 20 national
agency. The company's Board of Directors approved management's recommendation on
the initiative at a special meeting late yesterday after a thorough strategic
review held over several months.
David Bell, Chairman and CEO of True North, said, "We're committed to being a
world leader in advertising and communications services, offering our clients
seamless and global solutions. With the new FCB, our clients now have a more
powerful global resource. And we're strongly positioned to serve leading
marketers as they continue to consolidate their advertising and communications
business worldwide." True North advertising agencies currently serve more than
two dozen major marketers on a global basis and have relationships with over 40
of the nation's top 200 marketers. "In addition," Bell said, "Bozell continues
as one of the premier agency brands in the country, with a strong collaborative
culture and deep expertise in building brands for major clients."
Continued Bell, "This is an important global initiative for True North. It
provides a platform for our agencies to better serve clients and to grow their
businesses worldwide." He added, "We'll move swiftly to build on this new
corporate framework. We plan to focus significant resources over the next few
years on acquisitions and further expansion of the FCB network internationally,
especially in Europe."
FCB: A Top-Tier Global Brand
With combined estimated billings of approximately $8 billion, FCB Worldwide now
becomes the number five global agency brand as well as the largest agency in the
United States, according to industry rankings by billings. FCB catapults into
the top-ten tier in nine of the world's fifteen largest advertising markets: the
U.S, the world's top market;
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Canada; Germany; Spain; Brazil; Argentina; Mexico; China/Hong Kong; and South
Korea.
The new FCB has a significantly more global profile, with 40% of its billings
internationally and 60% in the U.S. market (approximately $3 billion and $5
billion, in respective billings).
True North named Brendan Ryan, formerly Chairman and CEO of FCB Worldwide, as
CEO of the new combined agency. Brendan Ryan said, "Both FCB and Bozell have
been enjoying an excellent 1999 - and this move builds on that momentum, making
the new agency dramatically bigger and stronger - literally overnight. We all
know that `being big' is not an end in itself, but it sure helps in today's
consolidating business world.
Being #1 in the United States and #5 worldwide will definitely help this `new
FCB' better keep pace with the changing needs of our clients such as AT&T,
DaimlerChrysler, Nabisco and SC Johnson, and others who themselves are becoming
even bigger players in the global marketplace."
Leo-Arthur Kelmenson, formerly Chairman and CEO of Bozell Worldwide, became
Chairman of FCB. He commented, "We're putting together tremendous brand-building
experience, a depth of worldwide creative talent, full global communications
capabilities, and technological strength." He underscored that FCB and Bozell
have helped clients build such brands as Amazon.com, AT&T, Coors, Dockers,
Gatorade, Jeep, Kawasaki, Mattel, Nabisco, Raid, Ray Ban, US Postal Service and
many others.
Harry Reid, President of FCB International, becomes President of the new
combined FCB. Stated Reid, "There's a strong fit between Bozell and FCB
internationally. We share many core beliefs: FCB's commitment to `person to
person' communications solutions closely parallels Bozell's philosophy and its
entrepreneurial spirit. In addition, we're both firmly committed to client-
focused, seamless solutions, or what Bozell has called `media neutral'
solutions."
"In Asia Pacific," added Reid, "we now have a much stronger agency, moving from
15th to 11th largest in the region. We have an especially strong presence in
Hong Kong and China, key growth markets. We'll benefit from the exceptional
leadership and experience of Ben Barnes, who has been named Regional Director of
the new FCB Asia Pacific." Continued Reid, "We think this move will benefit our
major clients in the region - Beiersdorf, DaimlerChrysler, 3Com, Nabisco, and
Standard Chartered Bank, among others."
Looking forward, Brendan Ryan said, "The new FCB will be unified behind a
singular vision that both agencies frankly share: That our business is all about
selling our clients' products today and building brands over time. And as our
new company goes forward,
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our ability to do this across the full spectrum of communications including not
only advertising but direct marketing, telemarketing, interactive - all
connected through database marketing - will further make person to person
communications even more of a reality."
Bozell: A Strong National Agency
In the realignment, Bozell continues its heritage as a strong national agency.
The new agency continues as one of the top 20 agency brands in the U.S., with
approximately $1.5 billion in billings. The agency's client roster includes many
major brands, including Andrew Jergens, Bahamas Ministry of Tourism, Bank of
America, Bell Atlantic, Lycos, The National Fluid Milk Processor Promotion
Board, The National Pork Producers Council, The New York Times, Sara Lee, and
Unisys. The agency is now comprised of Bozell's flagship New York operation, its
Chicago, Seattle, Silicon Valley and Toronto agencies, as well as its original
Omaha office. It also includes freestanding agencies Avrett, Free & Ginsberg,
Berenter Greenhouse & Webster and Bozell Kamstra.
Integration Process
Commenting on the integration process, True North CEO David Bell, "There has
been a cultural shift inside True North that has made this move possible. We've
been working together and openly collaborating to give our clients access to our
best thinking, capabilities and people across the company. At the senior
management level, top executives from Bozell and FCB have had a good history of
working together over the past two years."
The new realignment follows a number of other recent collaborative initiatives
within True North. Most recently, the company formed Marketing Drive Worldwide
in July as a global marketing services brand, combining units from Bozell and
True North. Senior executives from Bozell, FCB and Temerlin McClain currently
serve on Marketing Drive's management board and the ad agencies share in its
success.
Commented CEO David Bell,"We've put the focus on bringing our people and
resources closer together to strengthen our services to clients, rather than on
supporting infrastructure."
True North anticipates that once the combination is complete it will create
expense savings of close to $25 million or $.25 per share on an annualized
basis, primarily due to administrative and operating efficiencies. To effect
these savings, the company will record restructuring and other unusual charges
in the third quarter of 1999 of approximately $65 - $75 million pretax.
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Strategic Acquisitions: Next Phase of the Global Plan
True North said that its new corporate architecture provides a strong platform
on which the company will make strategic acquisitions, and will give True North
the flexibility to move quickly in pursuing new opportunities.
In addition to further expanding FCB's leadership positions in key international
markets, True North said that it will continue to build its Diversified
Companies brands with a focus on making BSMG Worldwide and Marketing Drive
Worldwide global leaders in public relations and marketing services,
respectively.
True North will also seek to acquire entrepreneurial companies with the ability
to become major players in emerging sectors in technology and multicultural
marketing, where True North already has strong positions.
Bell concluded, "Moving forward, we believe this is the right structure for
achieving our top priorities of stronger organic growth and operating margin."
End Notes
A top global advertising and communications holding company, True North has
grown aggressively, doubling in size since its acquisition of Bozell, Jacobs,
Kenyon and Eckhardt in December 1997. Headquartered in Chicago, True North
ranked seventh among global holding companies in 1998, with annual revenue
exceeding $1.2 billion and annual billings of more than $12 billion. True North
now has three large advertising agencies, FCB Worldwide, Bozell and Temerlin
McClain. Its Diversified Companies has a number of major communications brands,
including BSMG public relations, Marketing Drive Worldwide marketing services,
RG/A Interactive, TN Media and New America Strategies Group, multicultural
marketers.
Cautionary Statement
This news release includes forward-looking statements that involve risk and
uncertainties. Actual results may differ materially from results indicated in
any forward-looking statements. The Company cautions that future results are
subject to, and should be considered in light of, risks, uncertainties and other
factors that may affect future results.
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