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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): March 3, 2000
True North Communications Inc.
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(exact name of registrant as specified in its charter)
Delaware 1-5029 36-1088162
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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
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(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 March 3, 2000, the registrant issued a release in the form attached
to this Report as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
99.1 Press Release dated March 3, 2000.
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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.
By /s/ Kevin J. Smith
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Kevin J. Smith
Senior Vice President
Chief Accounting Officer
Dated: March 3, 2000
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated March 3, 2000
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Exhibit 99.1
[LOGO]
TRUE NORTH COMMUNICATIONS INC.
Contact: Kathryn Woods, 212-727-5582
TRUE NORTH ANNOUNCES SENIOR MANAGEMENT CHANGES
Don Seeley to Retire, as Kevin Smith Takes Chief Financial Post and Ramesh Rajan
Heads Operations and Business Development
CHICAGO March 3, 2000 - True North Communications Inc. (NYSE: TNO)
announced today that Donald Seeley, Vice Chairman and Chief Financial
Officer, will retire from active management, while maintaining his role as
a Director and acting as a consultant to the company. True North also said
that Kevin Smith, True North's Senior Vice President and Chief Accounting
Officer, will become Executive Vice President and Chief Financial Officer;
and Ramesh Rajan will become Executive Vice President, Operations and
Business Development.
David Bell, Chairman and CEO of True North, said, "Don Seeley has been a
partner to me, and his strong financial management has contributed to True
North's improving performance. While his active involvement will be missed
by the company and by me personally, I look forward to his continued
counsel as a member of our board and as a consultant. And I support him in
his decision to balance his personal life." Added Bell, "The mark of a
serious top management player is the ability to build a better organization
and Don Seeley has done that, putting top people in each of the financial
posts. I look ahead confident that we have a strong team in place, are on
solid financial footing, and on track toward our goals."
"I've been contemplating this move for some time and I believe that the
timing is finally right for me to take the next step in my life," commented
Seeley, who is 56 years old. Seeley said that he also intends to teach in
the Tucson area, where he has a second home. Continued Seeley, "I made this
decision knowing that the company is in good hands. Kevin Smith has worked
with me at both True North and Alexander & Alexander so I know that he has
the experience and talent to take on this role. I also intend to spend time
to ensure that the transition is seamless for the company, and will
continue to provide strategic consulting to the management and Board of
Directors."
Commenting on Smith's appointment, Bell said, "The management team has had
the opportunity to work with Kevin Smith for nearly two years and has been
impressed by his financial leadership. He has been a full partner in
rebuilding our financial systems and staffing our financial team, and has
earned the confidence and respect of management."
-continued-
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Page 2 - True North Management Changes
Bell added, "His background makes him ideally suited to move into the chief
financial role: His knowledge of True North, his experience in publicly traded
companies and as a CEO put him in the position to be a strong partner to me.
Kevin's aggressive pursuit of shareholder value will be critical as we continue
to deliver on our financial commitments and growth."
Kevin Smith, 45, joined True North in August, 1998 as Senior Vice President,
Chief Accounting Officer. He came to the company from Alexander and Alexander
Services Inc., where he served as Alexander & Alexander's corporate Controller
and Manager of a shared financial services operation. Subsequently, he became
CEO of Alexsis, a major business unit of A&A. Smith also held senior financial
positions at Beatrice Company and predecessor companies. He was CFO of its
Beatrice International Food Company; Assistant Controller of Esmark; and Manager
of Accounting at Norton Simon.
Smith started his career in Public Accounting with Haskins & Sells - now
Deloitte & Touche - in New York. He earned a BBA in Accounting from Pace
University and a CPA and an MBA from the University of Chicago.
Smith said, "I'm excited about teaming with David Bell, who is a terrific
collaborator, and I also welcome the opportunity to work more directly with our
shareholders and the investment community. True North is a company that has
solid fundamentals and is moving in the right direction. Strong financial
management will continue to drive True North's progress."
True North also said that Ramesh Rajan will become Executive Vice President,
Operations and Business Development for True North. Ramesh, who had been Vice
Chairman and Chief Financial Officer of Bozell Worldwide, moved to True North
Communications in September to work on the realignment of its advertising agency
operations - combining the operations of Bozell and FCB internationally and in
two domestic offices - and to oversee Bozell's financial operations.
David Bell commented, "A colleague of mine for many years, Ramesh brings
exceptional talent in international operations and acquisitions as well as in
finance and technology. He has held a number of key roles and his work in
helping to achieve the integration of our new global agency, FCB Worldwide, has
been outstanding. In his new assignment, he'll oversee True North's plans for
expansion, working with both the financial team as well as the management of our
operations.
Said Rajan, "True North has enhanced its global capability dramatically in the
past year through internal integration. Now, I'll work with the company in
continuing to expand its capabilities worldwide through acquisitions. In the
past few months, I've had a chance to work closely with the management teams of
FCB and True North, and together I think we'll hit the ground running."
-continued-
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Page 3 -- True North Management Changes
Ramesh Rajan, 44, has held a number of senior finance positions within Bozell,
both in the U.S. and internationally. He served as Finance Director at Bozell
Sawyer Miller Group and at Bozell's flagship New York office; as Chief Financial
Officer of International Operations, based in London; and as Chief Financial
Officer of Bozell Worldwide since 1996. He joined the company in 1985. Rajan
holds a BS in Chemical Engineering from AC College of Technology in Madras,
India and an MS in Industrial Management from the Indian Institute of
Technology.
End Notes:
True North Communications (NYSE: TNO) is a top global advertising and
communications holding company. It has three major advertising agencies: FCB
Worldwide, Bozell Group and Temerlin McClain. True North's Diversified Companies
group is comprised of leading communications services brands, including: BSMG
Worldwide, public relations; Marketing Drive Worldwide, global promotion
services; R/GA Interactive; Tierney & Partners, advertising and public
relations; TN Media; and New America Strategies Group, the largest multicultural
marketer; among others. True North, headquartered in Chicago, has annual
revenues exceeding $1.4 billion and annual billings of more than $14 billion.
CAUTIONARY STATEMENT
Certain statements contained in this press release may constitute
"forward-looking statements" within the meaning of Section 21E(i)(1) of the
Securities Exchange Act of 1934. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause True North's
actual results to be materially different from any future results expressed or
implied by these statements. Such factors include the following: general
economic and business conditions, changes in demand for True North's services,
changes in competition, the ability of True North to integrate acquisitions or
complete future acquisitions, interest rate fluctuations, dependence upon and
availability of qualified personnel and changes in government regulation. In
light of these and other uncertainties, the forward-looking statements included
in this document should not be regarded as a representation by True North that
True North's plans and objectives will be achieved.
