FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of, March 2004
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Commission File Number 001-13718
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MDC PARTNERS INC.
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(Translation of registrant's name into English)
45 Hazelton Avenue, Toronto, Ontario, Canada, M5R 2E3
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40F.
Form 20-F Form 40-F X
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1):______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7):______
Indicate by check mark whether by furnishing the information
contained in this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-______________
DOCUMENT INDEX
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Document Page No.
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1. News Release dated March 5, 2004 ("MDC's controlling 4
shareholder completes conversion of 100% of his Class B
multiple voting shares into Class A Subordinate Voting
Shares")
2. News Release dated March 11, 2004 ("MDC PARTNERS Has 6
Acquired Equity Stake in Cliff Freeman & Partners")
Document 1
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[MDC PARTNERS LOGO OMITTED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Walter Campbell Trevor Maunder
Chief Financial Officer Director, Investor Relations
Tel: 416-960-9000 ex. 336 Tel: 416-960-9000 ex. 226
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdc-partners.com
MDC'S CONTROLLING SHAREHOLDER COMPLETES CONVERSION OF 100% OF HIS
CLASS B MULTIPLE VOTING SHARES INTO CLASS A SUBORDINATE VOTING SHARES
Conversion Was Completed On A One-for-One Basis Without Any Cash
Or Non-Cash Consideration
TORONTO, Ontario (March 5, 2004) - MDC Partners Inc. ("MDC") of Toronto
announced today that its controlling shareholder, Miles Nadal, has completed
the conversion of 100% of his Class B multiple voting shares into Class A
Subordinate Voting Shares on a one-for-one basis, without any cash or non-cash
consideration. Mr. Nadal is MDC's Founder, Chairman and Chief Executive
Officer.
Mr. Nadal's equity interest as a result of the conversion in MDC is
approximately 20.2%, representing 3,848,319 Class A Subordinated Voting Shares
which carry one vote per share.
MDC's Board of Directors welcomed the decision to convert. As a result of the
conversion, MDC will become a U.S. domestic issuer and commence reporting in
accordance with U.S. GAAP, effective the first quarter of 2004.
About MDC Partners Inc.
MDC Partners is one of the world's leading marketing communications firms.
Through its partnership of entrepreneurial firms, MDC provides advertising and
specialized communication services to leading brands throughout the United
States, Canada and the United Kingdom. MDC Class A shares are publicly traded
on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ under
the symbol MDCA.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, the Company's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the Company's Form 40-F for its
fiscal year ended December 31, 2002 and subsequent SEC filings.
Document 2
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[MDC PARTNERS LOGO OMITTED]
PRESS RELEASE
FOR IMMEDIATE RELEASE
FOR: MDC Partners Inc.
45 Hazelton Avenue
Toronto, Ontario M5R 2E3
CONTACTS: Katie Kempner
Vice President, Director of Corporate Communications
MDC Partners Inc.
Tel: 305-646-7366
TSE Stock Symbol: MDZ.A
NASDAQ Stock Symbol: MDCA
Website: www.mdc-partners.com
MDC PARTNERS Has Acquired Equity Stake in Cliff Freeman & Partners
TORONTO, Ontario (March 11, 2004) MDC Partners Inc. announced today that they
acquired a minority equity stake in legendary creative agency Cliff Freeman &
Partners. The firm was founded in 1987 by Cliff Freeman and Arthur Bijur with
Little Caesar's as their first client. Current clients include Turner
Broadcasting Systems, Mohegan Sun, Designer Shoe Warehouse and Fox Sports. In
January 2004 they were awarded the Sports Authority account.
Cliff Freeman & Partners has long been recognized for its creative brilliance,
winning numerous national and international advertising awards. The agency was
a three-time winner of the A+ Award for Overall Creative Excellence from the
American Association of Advertising Agencies. They have also been named
"Creative Agency of the Year" by Advertising Age's Creativity magazine six
times and won the Grand Prix in 2001 at the Cannes International Advertising
Festival, the most prestigious awards ceremony in the world.
"Most advertising is just wallpaper and background noise but Cliff Freeman has
always done work that breaks through and gets noticed. That is what more and
more marketers are looking for these days and that is what Cliff Freeman can
deliver. I think the future of the agency looks great," said Chuck Porter,
Chief Strategist for MDC and Chairman of MDC agency, Crispin Porter + Bogusky.
"MDC and Cliff Freeman share a core belief - inspired creative and inspired
ideas are the strongest weapons any brand can have to survive and triumph.
We're thrilled to be a part of this unique network," said Cliff Freeman,
Chairman & Chief Creative Officer, Cliff Freeman & Partners.
"Cliff Freeman & Partners has brilliant creative in their DNA which is why
every agency network has wooed them," said Miles Nadal, Chairman and CEO of
MDC Partners. "As one of the most renowned men in advertising, Cliff is
incredibly protective of the creative ideals that his agency is based upon. He
realized that the agency needed to be a part of something that can take them
to the next level without compromising their culture. We are delighted that
Cliff Freeman has decided to partner with us and feel he will add tremendous
value to the MDC Partners network."
About MDC Partners Inc.
MDC Partners is one of the world's leading marketing communications firms.
Through its partnership of entrepreneurial firms, MDC provides advertising and
specialized communication services to leading brands throughout the United
States, Canada and the United Kingdom. MDC Class A shares are publicly traded
on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ under
the symbol MDCA.
This press release contains forward-looking statements within the meaning of
section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve risks and
uncertainties which may cause the actual results or objectives to be
materially different from those expressed or implied by such forward-looking
statements. Such factors include, among other things, the Company's financial
performance; changes in the competitive environment; adverse changes in the
economy; ability to maintain long-term relationships with customers; financing
requirements and other factors set forth in the Company's Form 40-F for its
fiscal year ended December 31, 2002 and subsequent SEC filings.
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, thereunto duly authorized.
MDC PARTNERS INC.
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(Registrant)
Date: April 7, 2004 /s/ Walter Campbell
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(Signature)
Walter Campbell
Chief Financial Officer