SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)
Under the Securities Exchange Act of 1934
True North Communications, Inc.
(Name of Issuer)
Common Stock, Par Value $.33-1/3
(Title of Class of Securities)
344872 10 6
(CUSIP Number)
Thomas J. Kuhn, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 12, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
(Continued on following pages)
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CUSIP No. 3418972 10 6
1) Names of Reporting Persons; S.S. or I.R.S.
Identification Nos. of Above Persons
Publicis Communication
2) Check the Appropriate Box if a Member of a Group
(a)
(b)
3) SEC Use Only
4) Source of Funds 00
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2 (d) or 2 (e)
6) Citizenship or Place of Organization France
7) Sole Voting Power 2,329,000
Number of
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by
Each Report- 9) Sole Dispositive Power 2,329,000
ing Person
With
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,329,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
19.8%
14) Type of Reporting Person CO
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CUSIP No. 3418972 10 6
1) Names of Reporting Persons; S.S. or I.R.S.
Identification Nos. of Above Persons
Publicis S.A.
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b)
3) SEC Use Only
4) Source of Funds 00
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6) Citizenship or Place of Organization France
7) Sole Voting Power 2,329,000
Number of
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by
Each Report- 9) Sole Dispositive Power 2,329,000
ing Person
With
10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting
Person 2,329,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11)
19.8%
14) Type of Reporting Person HC, CO
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This Amendment No. 3 to Schedule 13D (this "Amendment")
with respect to True North Communications, Inc., a Delaware
corporation (the "Company") is being filed on behalf of
Publicis S.A., a societe anonyme organized and existing under
the laws of France ("Publicis"), and Publicis Communication, a
societe anonyme organized and existing under the laws of France
("Communication") (Publicis and Communication being hereinafter
referred to collectively as the "Reporting Persons") to amend
the Schedule 13D (the "Schedule 13D") originally filed by the
Reporting Persons on January 30, 1989, as amended to date.
Unless otherwise indicated, all capitalized terms used herein
shall have the meanings set forth in the Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby amended, in
pertinent part, by adding to the end thereof the following:
On April 12, 1995, Publicis and the Company entered
into a letter agreement to commence negotiations with
respect to certain matters that have been the subject of a
dispute between them and to otherwise suspend certain
dispute resolution and other proceedings currently pending
between them. A copy of the letter agreement is attached
hereto as Exhibit A and incorporated herein by reference.
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Item 7. Material to be Filed as Exhibits.
The following exhibit is filed herewith:
Exhibit A -- Letter Agreement dated April 12, 1995
between Publicis S.A. and True North
Communications Inc.
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SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete
and correct.
Dated: April 14, 1995
PUBLICIS S.A.
By: /s/ Maurice Levy
Maurice Levy,
President
PUBLICIS COMMUNICATION
By: /s/ Jean-Paul Morin
Jean-Paul Morin,
Secretaire General
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Exhibit A
[PUBLICIS LETTERHEAD]
VIA FAX
Strictly Confidential
April 12, 1995
Mr. Bruce Mason
Chairman and CEO
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
USA
Dear Bruce:
Confirming the discussions between us in New York on
Monday, April 10, 1995, True North Communications Inc. (form-
erly Foote, Cone & Belding Communications, Inc.) and FCB In-
ternational, 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 to-
gether 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 contrac-
tual 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.
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 arbi-
tration and the LCIA with a copy of this agreement, shall make
a joint public announcement in mutually agreed terms about this
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agreement in compliance with regulatory requirements, and oth-
erwise 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 dis-
cussions.
Assuming that the foregoing reflects our agreement,
please sign on behalf of True North in the space provided be-
low. Upon execution, this agreement shall become binding upon
the Parties.
Very truly yours,
/s/ Maurice Levy
Maurice Levy
Agreed and Accepted:
/s/ Bruce Mason
Bruce Mason, on behalf of
True North Communications Inc.
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