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Chapter I

Bill Westbrook was riding the elevator at Fallon McElligott recently when a visitor asked him how things were going. Like a mime, Westbrook backed into the corner of the elevator and braced his hands against the walls as if they were closing in on him. And then he said, simply, "Yikes."

Chapter II

Yikes, indeed. These days, Westbrook finds himself at the eye of a Minnesota hurricane that is largely self-created. The soft-spoken Virginian rode into cozy Fallon McElligott nearly four years ago with a mandate from chairman Pat Fallon to shake things up, and Westbrook proceeded to do just that. And then suddenly, about a year ago, Camp Fallon seemed to explode.

The agency won six consecutive new-business pitches, culminating with last fall's big wins of the United Airlines and Miller Lite accounts. With billings rocketing past the $500 million mark by yearend, FM had nearly doubled in size in a period of two years. And as the agency's business was bubbling over, its work also seemed to return to prominence-after a somewhat quiet period during Westbrook's first couple of years there. The buzz began last year with a stylish campaign for Prudential and a series of teaser spots for Arch Deluxe featuring a strangely hip Ronald McDonald. Then, things really got interesting this past January: FM blitzed the airwaves with its quirky, polarizing Miller Lite campaign featuring "Dick, the creative superstar," and nearly stole the Super Bowl spotlight with a Holiday Inn spot that compared the old-fashioned hotel chain's renovations to a sex-change operation.

Chapter III

Fallon's big splash seemed to suggest that Westbrook had achieved exactly what he was brought in to do when he replaced the low-key Pat Burnham as the agency's CD-that is, to help transform FM from a regional legend to a national force, from a print-driven shop to a primetime television player and from an agency that swept awards shows to one that now sweeps up every account in its path. Mission accomplished. "Bill has succeeded well beyond anything I could have imagined," says Pat Fallon.

But that doesn't mean the mood is entirely giddy in Minneapolis these days. Already, Westbrook and staffers at FM are learning hard lessons about the price of growth and the glare of the spotlight. In the past year, the agency has had run-ins with several of its big new clients: FM resigned the Prudential account last year, and McDonald's last month. FM also saw Holiday Inn pull the transsexual-themed "Reunion" spot because of complaints, and has taken flack from Miller distributors put off by the bizarre style of the "Dick" campaign. It isn't easy being big, Westbrook is learning.

Chapter IV

Meanwhile, internally, the agency's transformation from a quiet and casual creative haven to a more structured, businesslike environment seems to have alienated some of FM's veteran craftsmen-and has prompted accusations that Westbrook, with the blessing of Pat Fallon, is killing the sacred spirit and culture of the old Fallon McElligott.

Westbrook is acutely aware of that particular criticism. "When you try to change an agency like Fallon McElligott, with a precious culture, you're going to be challenged every step of the way, and people are going to say that you're ruining that culture," he says. "But what I've been trying to do, all along, is simply lead the agency in some new directions, open it up to new thinking."

In fact, Westbrook seems to be trying, with mixed results, to transplant the heart and soul of the old FM into a new, bigger, more powerful body-it's a kind of Frankenstein experiment in Minneapolis, and the results are not yet conclusive. In some ways, the stitched-together parts don't seem to be meshing well, which may be the source of friction both inside the agency and with clients. But there's no doubt that the creature is, for now, up and walking-and stomping any competitor in its path.

Westbrook's experiment is, of course, being overseen by Pat Fallon, who got this whole New & Improved FM makeover started four years ago. Some feel Fallon was simply reacting to a particularly difficult new-business pitch loss (for MasterCard) when he opted to replace Burnham in 1993, but the agency founder says his restlessness ran deeper than that. Fallon maintains that as he looked around at his highly regarded agency, he saw an elegant, talented, award-winning dinosaur.

"It was like we were frozen in time," Fallon says. He felt that members of the agency's storied creative department "had gotten into this 'ads' thing-no matter what the problem, the feeling was that an ad with a good headline could solve it," he says. "They valued staying the same-if I could've made it 1985 for them for the rest of their careers, they would have been content with that, because they were nurtured to think that the agency didn't have to change. But I knew it did have to change."

Fallon's assessment of FM in the early '90s may seem harsh-this was, after all, a time when the agency was still a dominant force in advertising awards shows-but others agree, including some insiders. "I think it's fair to say that by the end of the time that Burnham and I were there, it was getting stale," says Phil Hanft, who had been Burnham's ACD, and who left after Westbrook came in. Another FM insider puts it this way: "We had become like a factory that put out a certain kind of good, award-winning work. It was time for a change."

And so change came, in the formidable form of Westbrook. He had a stellar track record at The Martin Agency and Earle Palmer Brown, and a rep for doing good work, shaking things up and winning new business-but that didn't necessarily cut ice in Minneapolis. Westbrook was the first real outsider to come into FM's management ranks-and as other outsiders will tell you, Camp Fallon was a place that could be unfailingly polite but also chilly. To make matters worse, Westbrook came in determined to be a hands-on CD-and the veterans in the agency's creative department were used to being given freedom by Burnham. "Bill had a tough assignment," says Fallon. "People hadn't had a hands-on CD, and it made for anxious times in his first year here."

Westbrook expected that. "When I started someone said to me, 'I'd like to be a fly on the wall the first time you go into Bob Barrie's office and tell him you don't like one of his layouts,' " he says. It wasn't long before the intrepid Westbrook did just that ("Actually, Bob was great about it," he says), not only with Barrie but with other veteran creative stars at the agency. "Bill came in and wanted to be a real CD, not a cheerleader," says FM group creative director Mike Lescarbeau. "And we didn't really know him. I think some people had trouble with that transition."

Insiders say Westbrook's early meddling with work led to a showdown with top creative people. The conflict was alleviated somewhat as Westbrook named several group creative directors, and shifted some of the approval process to them. Here again, though, the new creative director was seen as trampling on tradition: FM had always been resistant to structure. Its creative superstars didn't want managers-and some didn't want to be managers, either.

But Westbrook felt that a change in the structure of the agency was inevitable and healthy. "The old flat structure did not encourage the growth of writers and art directors to become something more," he says. As Westbrook began to divide the agency into groups, with separate accounts, creative directors, and support services (today, FM has a total of eight group creative directors), it was just one of a number of radical changes being implemented. Fallon says, "I made it clear to people that if they couldn't adjust, they should leave."

Some did, but most of the core group that included Barrie, Lescarbeau, Bruce Bildsten, Luke Sullivan, Tom Lichtenheld and Dean Hanson stayed. However, only two, Bildsten and Lescarbeau, took on management responsibilities. Bildsten, who'd been a writer at FM for a decade, says he's enjoyed becoming a group CD.

Lescarbeau, on the other hand, was less comfortable with the change after he became a group CD. "I wasn't doing any work on ads," he says. "So I said to Bill, 'I want to pull back from this, I want to do ads,' and he was okay with that." (Lescarbeau is still technically a group CD, but his group has only one account, USA Network.)

Meanwhile, Barrie and other veterans made it clear that they weren't going to manage. "My passion is art directing, and I just don't want to manage," Barrie says. "And there's no pressure on me to do that." Westbrook says he's made a point not to push people too hard. "We've tried to be patient, to persuade and to lead people within the agency to a broader vision of what the business can be," he says. Fallon adds: "Bob Barrie has the wisdom to know that what he wants to do is be on the (layout) board, and we're not penalizing people for that. But we did make it clear that we want people to look at the world differently, in a broader way. No longer were we saying we'd protect them from the realities of the world."

While coming to terms with the new structure, the veterans also had to adjust to Westbrook's straight-ahead personality: In general, Westbrook is an upbeat "goodtime Charlie" in the words of one insider, but he is also direct, at times confrontational, and always very sure of himself.

Despite all his charisma-or maybe because of it-some of the cool Minnesotans didn't warm up to Westbrook. "He can sell anything to anybody, but I don't know if he's ever really sold himself to the people inside the agency," says one insider. "Some people have so much confidence that they shut everyone else down-Bill can be that way."

"Am I tough to work for?" wonders the craggy-faced Westbrook, in the midst of devouring a Minnesota chicken pot pie in a matter of minutes. "Maybe. I have a lot of self-confidence-but I also have a fear of being embarrassed. I try to set high standards, and I'm frustrated when we don't meet them. I have the ability to say no-to anything. That creates problems sometimes." And one more thing, Westbrook later adds: "I'm a determined motherfucker. You have to be, if you're going to change anything."

Some felt that Westbrook's type-A personality was a breath of fresh air at an agency that had been perhaps too laid back. "Not to take anything away from Pat Burnham, but the place suddenly had an eloquent mouthpiece," says Barrie. It also had, in Westbrook, someone capable of leading FM where many in the agency wanted to go: to the world of big clients and highly visible TV campaigns. "Bill broke down the barriers at those bigger clients," says Lescarbeau.

Did he ever: Coca Cola, McDonald's, United, Miller-FM has lured to Minneapolis some of the best brand names in America, just in the last couple of years. Which raises the question: How?

Some feel that Westbrook was the complementary personality that Pat Fallon had long needed and never had in new-business pitches. "When you put those two guys together in the same room," says former FM staffer Amy Nicholson, "it's hard for anyone to say no to them."

Yet Fallon insists there's more to the agency's winning streak than Westbrook's passion and charisma. Around the same time the new creative director arrived, Fallon notes, the agency also took a couple of other important steps: Account planning became a central element at FM, and an integrated marketing philosophy was adopted. Says Fallon: "The new-business wins that you're seeing now are the result of those structural changes from a few years ago, which are only now coming together."

To hear some of the creatives talk at FM today-they freely toss around marketing buzzwords about "surrounding the brand 360 degrees"-you might think you're listening to an account guy from Y&R. Westbrook had a lot to do with instilling this approach. Shortly after he arrived, a former colleague from EPB, Mark Goldstein, was brought in; Goldstein specializes in integrated marketing.

In keeping with the integrated philosophy, soon after Westbrook's arrival, Joe Duffy, the highly-regarded graphic designer, was brought directly into the management fold at FM (previously Duffy worked with FM on a project basis). Meanwhile, Rob White, FM's chief of account planning, was given more responsibility and resources; White now employs about 20 planners, making FM's planning department one of the largest in the country.

Nevertheless, within the FM creative department, long suspicious of smoke-and-mirrors marketing, there has been some skepticism about what "integrated" has come to include-everything from the brand-focused Web sites to sales promotions. "It was hard for a lot of us," says Lescarbeau. "You're taught to focus on the ads. How do you train yourself to care about a Web site, a store display? But we should, because clients are saying they need more than an ad." The newer creatives at FM are perhaps more receptive: "I think Westbrook is bringing a completeness of thought to the agency," says group creative director Peter McHugh. "We're developing ideas and strategies that can trickle all the way down."

It may or may not be so much bull, but there can be little doubt that the integrated marketing talk has helped on pitches-particularly Holiday Inn and Miller. It seems to have enabled FM to speak the language of big-brand, mainstream marketers; the agency doesn't seem quite as scary now as it did when it talked mostly about kickass ads.

Even so, no matter how strong FM's new broader-based presentation skills are, the agency still ultimately sells itself on the strength of its work. Westbrook believes that while FM was always masterful in print, it has only lately begun to develop a strong, diversified television reel capable of attracting bigger clients. "We couldn't have won the accounts we're winning now with the reel we had three years ago," he says. Westbrook says FM's traditionally simple printlike TV spots-"those little jewel-like fixed-camera things," he says-have evolved, becoming "more diverse in style and more contemporary."

While it's true that much of FM's work is more contemporary these days, that doesn't necessarily make it better. The agency's TV and print work for BMW launched with the splashy James Bond promotion but has practically faded away; "it seems as if they have yet to develop a real campaign for BMW," says one former FM staffer. New gender-bending print work for Jim Beam seems less compelling than the old classic work for this brand, and the print campaign for Time and TV work for Lee jeans is solid, but not as striking as both seemed a couple of years back. Lee's whimsical spots about determined suitors who drink endless cups of coffee or cross the sea in pursuit of romance bring a smile-but the best Lee work of the past brought an actual laugh.

Former FM creative Doug DeGrood, now crosstown at Sietsema Engle & Partners, says that by last year, "the perception of the agency was that they'd become less gonzo-that they were now doing pretty good work for national clients, but with less edge." However, DeGrood thinks FM's work has been taking more risks and attracting more notice of late. The Prudential "Be Your Own Rock" campaign, written by Westbrook, was a solid concept with an interesting film style-and definitely a cut above most financial services work. And the agency's recent TV spots for Ameritech-using old movie scenes of actors (Doris Day, Jerry Lewis and others) on the phone, which are edited so that the stars seem to be fending off obnoxious AT&T salesmen on the other end of the line-takes an old trick and makes it work like a charm.

Perhaps the most noticeable work the agency has done in years is the already infamous Miller Lite campaign. It's rare to find a campaign as polarizing as this one-people either love it or hate it, but they certainly do talk about it. Westbrook says the concept behind "Dick" was simply to modernize the old "Miller Time" theme. "We wanted to make Miller Time stand for something unexpected, a time when anything can happen," says Westbrook. To come up with something truly different for the pitch, Westbrook turned to a couple of Swedes, Linus Karlsson and Paul Malmstrom, whom he'd recently hired from Paradiset in Stockholm, where they had worked on Diesel. (Talk about guts: Westbrook entrusted FM's biggest new-business presentation to a couple of foreigners fresh off the boat). "I thought they'd have a way of looking at the American beer market differently," Westbrook says.

He got that right: With its self-mocking tone and its wordless, nonsensical little films about men without pants and singing cowpokes, the campaign is hard not to watch-but does it have anything remotely to do with selling beer? Westbrook acknowledges that some Miller distributors have complained about the campaign, but he insists that's OK. "We felt controversy could be a brand asset," he says. "For 10 years nobody talked about Miller. Now people are saying we're crazy, and I love it."

Perhaps, DeGrood suggests, the controversy over ads like the Miller Lite and Holiday Inn spots may be a healthy thing for FM's reputation. "When you hear people talking about how weird the Miller work is, and you see the spot get pulled by Holiday Inn, it reminds me of the kind of thing that used to happen to Fallon McElligott in the old days," he says. "I would say people's opinions about the agency have probably changed just in the last couple of months. It seems like they're getting more comfortable with TV now, and they're starting to do some of the gonzo things that they always did with print."

While it's encouraging to see FM taking risks with its big new clients, it remains to be seen whether those clients will play along. "We're trying to make these brands relevant and contemporary," says Westbrook, "but they're never prepared for the controversy that sometimes goes with that."

Maintaining smooth relationships with nervous big clients will be only one of the challenges facing Westbrook in the days ahead. Though he insists that rumors of internal strife at FM are "ancient history," it seems that the agency has yet to mend the schism that separates the old FM from the new. There is still word around the industry that some of the big-name veterans are looking to get out, if they can find the right opportunity. That may not be easy: As one former FM creative says, "A lot of them are tied in with stock, and they have big families. And where are they going to go? After you've worked at Fallon, going to Carmichael Lynch or Martin Williams probably doesn't excite them." As one of the remaining veterans says: "If I went someplace else, to be paid this way, I'd have to be in management."

In the meantime, the craftsmen are continuing to work on the campaigns they've always worked on, mostly print, and they're reporting to supervisors who are younger than they are. But the truly strange thing is that, for the most part, these longtime heavy hitters and stars of the business are now conspicuously detached from much of FM's newest, most visible work-Miller Lite, Holiday Inn, the yet to be seen United Airlines campaign, and before that, McDonald's and Prudential. In fact, a lot of FM's new work isn't even being made in Minneapolis-both Holiday Inn and United work are being generated in New York, under group creative directors Bill Schwab and Joe Lovering (who also oversaw McDonald's). Meanwhile, Miller Lite is being marshalled by Westbrook himself, working with the Swedes.

In effect, FM seems to be two agencies right now-the pre-Westbrook faction, mostly Minnesotan, and the post-Westbrook group, comprised primarily of newcomers Westbrook imported from both coasts and from overseas as he tried to bring a new sensibility to the agency. While the former group commands tremendous respect and still produces outstanding work, the latter group is riding the growth wave.

And that growth may not be finished yet. In a conversation in December, Fallon said: "At this point, we need to not get greedy-we have to have the discipline to say no." But within weeks FM was in the running for pitches for Domino's (which would replace McDonald's) and Sun Microsystems. There's a growing feeling around the industry that FM, buoyed by its winning streak, may now be incapable of saying no to a pitch.

Westbrook insists that's not the case. "We know that we have a lot on our plates, and I don't know that we'll be able to go after both of those pieces of business," he says. He also notes that, "If growth were the real business objective, we'd be a much bigger company," pointing to the agency's resignations of some big pieces of business. Not surprisingly, Westbrook's been thinking a lot these days about Jay Chiat's famous question. "Jay asked, 'How big can you get before you get bad,' but I think the real question is, How bad do you want to get big. FM doesn't want to get big badly."

A moment later, Westbrook confides: "Honestly, I don't know what the secret answer is to Jay's question." He may find out in the rockin' days to come.

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