CATALINA MARKETING CORP/DE
8-K, 1998-12-10
ADVERTISING AGENCIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549


                                    FORM 8-K

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of earliest event reported): December 1, 1998

                         Catalina Marketing Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)




                  1-11008                                    33-0499007
            Commission File Number                         (IRS Employer
                                                         Identification No.)

             11300 9th Street North                            33716
            St. Petersburg, Florida                          (Zip code)
    (Address of principal executive offices)

                                 (813) 579-5000
                         Registrant's Telephone Number





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Item 5.           Other Events.

                  On December 1, 1998 Catalina Marketing Corporation (the
           Company) issued a press release announcing that Philip Livingston,
           Chief Financial Officer of the Company had resigned.


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Item 7.           Exhibits.

                  99.8      Form of press release dated December 1, 1998.



<PAGE>   4



                                   SIGNATURE

         Pursuant to the requirements of Section 12 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.


                                            CATALINA MARKETING CORPORATION




                                            By  /s/ Daniel D. Granger
                                               -------------------------------
                                                    Daniel D. Granger,
                                                    President and
                                                    Chief Executive Officer


Dated:      December 10, 1998




<PAGE>   1
                                                                    Exhibit 99.8


[CATALINA MARKETING CORPORATION LETTERHEAD]                           NEWS

- ------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE                      CONTACT:     Daniel Granger
                                                        President and
                                                        Chief Executive Officer
                                                        (727) 579-5007

                                                        Christopher W. Wolf
                                                        Treasurer
                                                        (727) 579-5218



                        CATALINA MARKETING CORPORATION
                        ANNOUNCES ORGANIZATIONAL CHANGE



St. Petersburg, Fl., December 1, 1998 - Catalina Marketing Corporation 
announced today that its Chief Financial Officer, Phil Livingston was leaving
the company to pursue other career interests and is currently considering
several opportunities. According to Dan Granger, President & CEO, "Phil did a
great job for us. He built a strong financial staff, greatly improved our
accounting controls and installed a strong management reporting process to the
audit committee of the board. We will miss his financial expertise and 
counsel."

Since Phil had made known his intentions to leave some time ago, Spencer Stuart
has already been commissioned to conduct the search for a new CFO. In the
meantime, George Off, Chairman and Dan Granger, President and CEO will share the
duties as acting Chief Financial Officer.

Based in St. Petersburg, Florida, Catalina Marketing Corporation provides
in-store electronic marketing programs for more than 150 consumer goods
companies. The Catalina Marketing Network(R) reaches more than 151 million
shoppers each week in over 11,600 supermarkets across the United States. The
company's businesses include: Catalina Marketing Services, which markets the
company's core electronic marketing programs; Catalina Marketing International,
which markets Network programs abroad; Health Resource Publishing Company, 
which delivers incentives through customized newsletters in the pharmacy; and
SuperMarkets Online, Inc., which distributes targeted consumer goods promotions
on the World Wide Web, and Market Logic which provides personalized direct
marketing programs for retailers.





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