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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 10)
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)
897844 10 6
(CUSIP Number)
Thomas J. Kuhn, Esq.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 4, 1997
(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-1(b)(3) or (4), check the following box / /
Check the following box is a fee is being paid with the statement / / (A fee is
not required only if the reporting: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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SCHEDULE 13D
CUSIP No. 897844 10 6 Page 2 of 5 Pages
1 NAMES OF REPORTING PERSON
Publicis Communication
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
This optional information has been excluded to maintain the filer's privacy
2 CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCES OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER 4,658,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,658,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,658,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 18.4%
14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 897844 10 6 Page 3 of 5 Pages
1 NAMES OF REPORTING PERSON
Publicis S.A.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
This optional information has been excluded to maintain the filer's privacy
2 CHECK THE APPROPRIATE ROW IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 SOURCES OF FUNDS
OO
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF 7 SOLE VOTING POWER 4,658,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 4,658,000
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,658,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 18.4%
14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO.897844 10 6 13D Page 4 of 5 Pages
This Amendment No. 10 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 December 4, 1997, Publicis issued a press release concerning a
letter it sent to the Company's Board of Directors, which letter described
Publicis' intention to commence a cash tender offer for 9,619,904 shares of the
Company's common stock. Also on December 4, 1997, the Reporting Persons
announced their intention to solicit revocations and conditional proxies from
the Company's shareholders in opposition to the Company's proposed merger with
Bozell, Jacobs, Kenyon & Eckhardt, Inc., and filed their preliminary
solicitation statement with the Securities and Exchange Commission. Such press
release and such preliminary solicitation statement are exhibits hereto and are
incorporated herein by reference.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit A -- Press Release dated December 4, 1997 issued by Publicis S.A.
Exhibit B -- Preliminary Solicitation Statement, dated December 4, 1997, of
Publicis S.A. and Publicis Communication (previously filed with
the Securities and Exchange Commission and hereby incorporated
herein by reference).
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CUSIP NO.897844 10 6 13D Page 5 of 5 Pages
SIGNATURE
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 as of: December 4, 1997
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 INDEX
Exhibit A -- Press Release dated December 4, 1997 issued by Publicis S.A.
Exhibit B -- Preliminary Solicitation Statement, dated December 4, 1997, of
Publicis S.A. and Publicis Communication (previously filed with
the Securities and Exchange Commission and hereby incorporated
herein by reference).
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Exhibit A
FOR IMMEDIATE RELEASE
PUBLICIS TO COMMENCE $28 PER SHARE TENDER OFFER
FOR 9,619,904 SHARES OF TRUE NORTH
- -- FILES PROXY TO SOLICIT VOTES AGAINST PENDING TRUE NORTH MERGER WITH BOZELL --
PARIS, December 4, 1997 -- Publicis S.A. announced today that it sent the
following letter to the Board of Directors of True North Communications, Inc.:
Board of Directors
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
USA
Members of the Board:
As you know, on November 10, 1997, I wrote to you to propose a business
combination between Publicis and True North in which each outstanding share of
True North would be valued at $28. We were therefore disappointed when True
North notified us on November 17 that the Board had declined Publicis'
invitation to discuss the transaction.
Since that date, True North's Proxy Statement/Prospectus with respect to
the pending merger with Bozell has been made public. The information set forth
in that document confirms our strong conviction that the Bozell transaction is
contrary to the interests of True North's stockholders. Publicis' view that the
Bozell merger does nothing to address True North's strategic imperatives has
only been compounded by your recent disclosure of the financial aspects of the
Bozell deal. Not only does the acquisition magnify True North's international
weaknesses, but it does so at a price that is far in excess of any reasonable
valuations of Bozell's businesses.
After an intensive review of True North, we have concluded that the
financial and strategic imperatives of combining our two companies are too
compelling to ignore. Accordingly, I am writing to inform you of Publicis'
intention to commence an all-cash tender offer for 9,619,904 shares of True
North stock at a price of $28 per share. We believe that this represents an
exceptionally attractive opportunity for your share owners--specifically, our
all-cash offer represents a 20% premium over the price of the True North stock
on the day prior to the announcement of our $28 proposal.
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After consummation of the tender offer, Publicis and its affiliates would
be the beneficial owners of a majority of the issued and outstanding True North
shares. Publicis would then consummate a business combination with True North in
which Publicis' worldwide advertising network would be combined with True
North's.
In the combination of our two businesses, True North would become the owner
of all of Publicis' advertising-related assets and the proposed transaction
would effectively consolidate the True North and Publicis agency networks under
True North's control. Following consummation of those transactions, the True
North common stock would continue to be outstanding and listed on the New York
Stock Exchange. In exchange for the transfer of Publicis' businesses to True
North, True North would issue to Publicis additional shares. In the proposed
transaction, Publicis' businesses would be transferred to True North at a
valuation for such businesses which would yield an estimated post-transaction
value of $28 per True North share.
The transaction we propose represents a unique opportunity to build a
combined enterprise capable of delivering the worldwide services that today's
global marketers demand. Together, our businesses would have annual revenue of
over $1.2 billion and would have operations in 77 countries around the world.
The fit between our two companies is perfect, and we at Publicis have nothing
but the highest respect for the senior agency personnel and other creative staff
at the True North agencies, the vast majority of whom we intend to retain
following consummation of the transaction.
Our offer is not subject to any financing contingencies. The offer is, of
course, subject to the termination of the Bozell Merger Agreement in accordance
with its terms. Publicis intends to solicit proxies against the Bozell merger
and has today filed with the SEC preliminary proxy materials in opposition to
your pending transaction. We are committed to maximizing the value of the
stockholders' investment in True North. Therefore, even if you refuse to
consider our offer, we intend to demand that the Board solicit competing
proposals for the sale of True North. Publicis is prepared to participate in
such an auction by making an offer for the company at least equal in value to
our current proposal. If a competing bidder makes an offer for True North at
better terms than those of our final bid, Publicis intends to support such an
offer.
We are convinced that a merger of Publicis' and True North's businesses
makes compelling strategic and financial sense for both our companies and our
respective stockholders, clients and employees. We are willing to negotiate an
agreement, and as I have previously indicated, I am ready to meet with you at
any time to present our plans and to discuss all aspects of our proposal.
Sincerely,
Maurice Levy
