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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 12, 1995
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True North Communications Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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State or Other Jurisdiction of Incorporation
1-5029 36-1088161
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(Commission File Number) (I.R.S. Employer Identification No.)
101 East Erie Street, Chicago, IL 60611-2897
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (312) 751-7000
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Item [5] Other
On April 12, 1995, Registrant and Publicis, S.A., Publicis Communication
and Publicis F.C.B. B.V. entered into the attached agreement.
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.
Date: April 14, 1995 By: /s/ John J. Rezich
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John J. Rezich
Controller
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Exhibit 99
[LOGO]
PUBLICIS
VIA FAX
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Strictly Confidential
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Mr. Bruce Mason April 12, 1995
Chairman/CEO
True North Communications, Inc.
101 East Erie St.
Chicago, IL 60611
USA
Dear Bruce:
Confirming the discussions between us in New York on Monday, April 10, 1995,
True North Communications, Inc. (formerly Foote, Cone & Belding Communications,
Inc.) and FCB International Inc. ("True North") and Publicis S.A., Publicis
Communication and Publicis F.C.B. B.V. ("PBV") (collectively "Publicis") (the
"Parties") have agreed to continue to comply fully with the Master Alliance
Agreement and the related agreements entered into by the Parties in 1989 and to
work together to seek a resolution of the problems that have arisen thereunder.
The Parties will have their representatives begin discussions within the next
two weeks. In this connection, (i) True North and Publicis have agreed to
suspend all proceedings in connection with the arbitration commenced by True
North and currently pending between the Parties, including any contractual
dispute resolution proceedings, (ii) I have agreed to suspend my demand to
examine the books and records of True North, and True North has agreed to
suspend its request for a special audit of PBV, (iii) Publicis has agreed to
postpone the effective date of its rescission of the Master Alliance Agreement
and the related agreements until the earlier of February 29, 1996 or 60 days
after termination of this agreement, and (iv) each of the Parties has agreed to
refrain from instituting any new actions or proceedings against the other or
against directors, officers, or employees of the other.
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[LOGO]
Bruce Mason
April 12, 1995
Page 2 of 2
This agreement shall terminate on December 31, 1995, except that either Party
may terminate it at any time upon 90 days written notice to the other Party. The
Parties shall promptly and jointly provide the Tribunal in the pending
arbitration and the LCIA with a copy of this agreement, shall make a joint
public announcement in mutually agreed terms about this agreement in compliance
with regulatory requirements, and otherwise shall not, except as they mutually
agree, make any statement to a third party (including financial analysts) or
public disclosure (except as required by law) concerning the arbitration, the
disputes between them, or the settlement discussions.
Assuming that the foregoing reflects our agreement, please sign on behalf of
True North in the space provided below. Upon execution, this agreement shall
become binding upon the Parties.
Very truly yours,
/s/ Maurice Levy
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Maurice Levy
Agreed and Accepted:
/s/ Bruce Mason
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Bruce Mason, on behalf of
True North Communications, Inc.
