-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KnPJrbZb8UPiYY2ZcVe7k3NT7oBDuIW/kzMNBs28HP+1O7P9tnrlH1w7XCr8n+3O b19JoL8C0Kmp0htYf92Fgg== 0000912057-01-000250.txt : 20010122 0000912057-01-000250.hdr.sgml : 20010122 ACCESSION NUMBER: 0000912057-01-000250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010104 ITEM INFORMATION: FILED AS OF DATE: 20010104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE NORTH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000037931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 361088162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05029 FILM NUMBER: 1501938 BUSINESS ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611-2897 BUSINESS PHONE: 3124256500 MAIL ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611-2897 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING INC DATE OF NAME CHANGE: 19720824 8-K 1 a2034575z8-k.txt 8-K 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): January 4, 2001 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 Item 5. Other Events On January 4, 2001, the Registrant issued a press release announcing that it had recently finalized the DaimlerChrysler transition agreement. (c) Exhibits: 99.1 Press Release dated January 4, 2001 2 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 Chief Financial Officer Dated: January 4, 2001 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated January 4, 2001
4 EX-99.1 2 a2034575zex-99_1.txt PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Kathryn Woods, True North 212-727-5582 TRUE NORTH FINALIZES DAIMLERCHRYSLER TRANSITION AGREEMENT MANAGEMENT COMFORTABLE WITH 2001 OUTLOOK DESPITE Q4 CHARGE CHICAGO January 4, 2001 - True North Communications Inc. (NYSE: TNO) announced today that the company recently reached an agreement with DaimlerChrysler Corporation and Omnicom's PentaMark Worldwide Inc. subsidiary regarding the transition of True North's portion of the Chrysler Group advertising account, which was shifted following a review concluded in November. As a result of the agreement, which facilitates the quick transition of the account, True North has agreed to terminate its existing client contract effective January 1, 2001. DaimlerChrysler has agreed to make payments in 2001 to True North of approximately $13 million for its assistance in the account transition and other obligations and to compensate for income that would have been earned if the former contract had stayed in effect through the contractual notice period (May 3, 2001). In addition, True North will be compensated by DaimlerChrysler for a portion of its severance and other exit costs, and Omnicom and its PentaMark unit will assume various lease obligations and acquire certain fixed assets formerly used by True North to service the Chrysler account. True North said that, while these agreements were helpful, they would not completely offset the costs associated with winding down the service to Chrysler. The company said that it would take a Q4 restructuring charge in the range of $17 million - $20 million or between $0.19 - $0.23 per share, according to Kevin Smith, True North's Chief Financial Officer. Smith added that the Q4 charge was solely related to the resolution of the Chrysler account shift. He noted that True North's management remains comfortable with consensus estimates for 2001, assuming other corporate plans related to Modem Media stay on track. David Bell, Chairman and CEO of True North, commented, "We've sought to balance a swift and non-contentious account transition and our shareholder interests so that we can move ahead. With the transition agreement in place, we are now focused on the year ahead. And, given the strong momentum of our agency brands, we're comfortable with the outlook for 2001." ABOUT TRUE NORTH True North Communications (NYSE: TNO) is a top global advertising and communications holding company. It has three major global brands: FCB Worldwide, advertising; BSMG Worldwide, public relations; and Marketing Drive Worldwide, marketing services. In addition, True North has strong set of brands including Bozell Group, New America Strategies Group, R/GA Interactive, Temerlin McClain, Tierney Communications and TN Media. True North also has a stake in the expanding German-based advertising agency, Springer & Jacoby. Based in Chicago, True North had 1999 revenues of approximately $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 competition, the ability of True North to continue to improve its cost management, the ability to attract new clients, the ability of True North to integrate acquisitions or complete future acquisitions or divestitures, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----