<PAGE>
UNITED STATES
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): December 23, 1997
TRUE NORTH COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5029 36-1088161
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
101 East Erie Street
Chicago, Illinois 60611-2897
(Address of principal executive offices) (Zip Code)
(312) 425-6500
(Registrant's telephone number, including area code:)
Not Applicable
(Former name or former address,
if changed since last report.)
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Item 5. Other Events.
On December 23, 1997, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.1.
On December 24, 1997, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.2.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release dated December 23, 1997.
Exhibit 99.2 Press Release dated December 24, 1997.
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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: December 26, 1997 By: /s/ Donald L. Seeley
---------------------------
Name: Donald L. Seeley
Title: Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<C> <S>
99.1 Press release dated December 23, 1997
99.2 Press release dated December 24, 1997
</TABLE>
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EXHIBIT 99.1
[LOGO] TRUE NORTH COMMUNICATIONS INC.
Date: December 23, 1997 NEWS
Contact: Susan Geanuleas of True North Communications, 312/425-6570
Rich Torrenzano of The Torrenzano Group, 212/681-1700 ext. 111 or 102
Joele Frank of the Abernathy/MacGregor Group, 212/371-5999
FOR IMMEDIATE RELEASE
DELAWARE COURT TO ENJOIN PUBLICIS
-TRUE NORTH PROCEEDS WITH VOTE ON BJKE-
CHICAGO -- True North Communications Inc. (NYSE: TNO) today confirmed
that the Court of Chancery of the State of Delaware granted the motion
for preliminary injunction which True North filed to prohibit Publicis
Communication and related parties from further interference with the
True North shareholder vote for its proposed merger transaction with
Bozell, Jacobs, Kenyon & Eckhardt (BJKE).
True North is proceeding with the special shareholder meeting scheduled
for Tuesday, December 30, in Chicago, to approve the BJKE transaction.
True North's management and its board reiterated their strong
conviction that the BJKE merger, through immediate earnings accretion
as well as a significantly strengthened global presence, would provide
significant strategic and financial benefits to the company.
"We are gratified by the support of clients, employees and
institutional and retail shareholders," said Bruce Mason, True North
chairman and chief executive officer. "We remain optimistic our
shareholders will recognize that this proposed transaction is clearly
in their best interests."
-More-
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2/DELAWARE CHANCERY TO ENJOIN PUBLICIS
Following a BJKE merger, True North Communications would include two global
advertising networks: Foote, Cone & Belding Worldwide and Bozell Worldwide, and
become the world's sixth largest advertising holding company, with annual
revenues expected to exceed $1.2 billion, and billings expected to exceed $12
billion.
Mr. Mason said, "The combination of FCB's operations in 69 countries and Bozell
Worldwide's in 53 countries would make us much stronger globally; and the deep
portfolio of other BJKE operations in public relations, sales promotion, direct
marketing, yellow pages, and healthcare will greatly strengthen our Diversified
Communications Companies."
In addition, the acquisition would further strengthen True North's leading
global position in the area of interactive digital information and
communications technology by adding Bozell's Poppe Tyson unit to True North's TN
Technologies group, which includes Modem Media and R/GA Interactive.
The granting of the motion against Publicis, issued today by Chancellor William
Chandler, follows a Temporary Restraining Order (TRO) by the Chancery court on
December 16 that enjoined Publicis from pursuing its highly conditional partial
tender offer, or otherwise interfering with the True North shareholders vote on
the BJKE combination.
A decision in True North's favor was issued earlier this month by the U.S.
District Court for the Northern District of Illinois, which ordered an
injunction prohibiting Publicis from proceeding with its hostile offer.
Following that, the Seventh Circuit U.S. Court of Appeals determined the matter
should be directed to the Delaware Chancery Court, based upon an agreement
between True North and Publicis.
-More-
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3/DELAWARE CHANCERY TO ENJOIN PUBLICIS
True North Communications Inc. is one of the leading global communications
companies with operations in 69 countries. In 1996, its capitalized billings
exceeded $8.2 billion. True North brands include: Foote, Cone & Belding, the
largest advertising agency in North America; TN Technologies Inc.; and
Associated Communications Companies.
This news release includes forward-looking statements that involve risks and
uncertainties. Actual results may differ materially from results indicated in
any forward-looking statements. The Company cautions that future results are
subject to, and should be considered in light of, risks, uncertainties and other
factors that may affect future results.
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EXHIBIT 99.2
[LOGO TRUE NORTH COMMUNICATIONS INC.]
Date: December 24, 1997 NEWS
Contact: Susan Geanuleas of True North Communications, 312/425-6570
Rich Torrenzano of The Torrenzano Group, 212/681-1700 ext. 102
Joele Frank of the Abernathy/MacGregor Group, 212/371-5999
FOR IMMEDIATE RELEASE
U.S. DISTRICT COURT IN ILLINOIS
DENIES PUBLICIS' CLAIMS AGAINST TRUE NORTH
CHICAGO -- True North Communications Inc. (NYSE: TNO) today confirmed that Judge
Joan B. Gottschall of the U.S. District Court for the Northern District of
Illinois denied all claims by Publicis Communication for a preliminary
injunction to block the True North shareholder meeting to vote on the proposed
merger transaction of Bozell, Jacobs, Kenyon & Eckhardt (BJKE).
True North also confirmed it will proceed with the special shareholder meeting
on Tuesday, December 30, in Chicago, to approve the BJKE transaction.
On or about November 26, 1997, Publicis filed a complaint in the U.S. District
Court for the Northern District of Illinois against True North seeking, among
other things, an injunction to block the True North Special Shareholders
Meeting. True North believed the claims asserted in the Publicis complaint were
without merit and filed a countersuit to defend against such action.
-More-
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2/U.S. DISTRICT COURT IN ILLINOIS DENIES PUBLICIS' CLAIMS AGAINST TRUE NORTH
In a separate action, the Court of Chancery of the State of Delaware today
issued a preliminary injunction, in follow-up to the motion granted on Tuesday,
December 23, which prohibits Publicis and its related parties from interfering
with the True North shareholder vote on BJKE.
True North Communications Inc. is one of the leading global communications
companies with operations in 69 countries. In 1996, its capitalized billings
exceeded $8.2 billion. True North brands include: Foote, Cone & Belding, the
largest advertising agency in North America; TN Technologies Inc.; and
Associated Communications Companies.
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