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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
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)
November 17, 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. 7 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 November 17, 1997, the Reporting Persons issued a press release
concerning their relationship with the Company. A copy of such press release is
attached hereto as Exhibit A and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is filed herewith:
Exhibit A - Press Release dated November 17, 1997 issued by Publicis S.A.
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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: November 18, 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
Item No. Description
- -------- -----------
Exhibit A - Press Release dated November 17, 1997 issued by Publicis S.A.
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PUBLICIS PROPOSES BUSINESS COMBINATION WITH TRUE NORTH
PARIS, Nov. 17, -- PUBLICIS S.A. announced today that, on November 10,
1997, it sent the following letter to the Board of Directors of True North
Communications, Inc.:
Board of Directors November 10, 1997
True North Communications
101 East Erie Street
Chicago, Il. 60611
USA
Members of the Board:
Publicis was disappointed in August when we learned of True North's
agreement to merge with Bozell. Publicis believes that True North's transaction
with Bozell is contrary to the best interests of True North's stockholders, of
which Publicis is by far the largest with 18.5% of True North's common stock.
The acquisition does not solve True North's fundamental strategic weakness,
which has been its failure to establish a global presence. Bozell is primarily a
U.S.-based business with a weak international presence, and Publicis believes
that its acquisition by True North will compound, rather than solve, True
North's strategic weaknesses. As global marketers have increasingly demanded
worldwide coverage, True North has continued to focus on its U.S. business and
as a result, we believe that True North now finds itself at a significant
competitive disadvantage. In short, True North's proposed acquisition of Bozell
does nothing to solve these problems, and we believe (based on the limited
information that has been made available to date) that the price to be paid for
Bozell significantly exceeds the value of Bozell's business. For these reasons,
Publicis intends to oppose and vote against the merger of Bozell and True North.
As many of you know, Publicis has for some time believed that a combination
of Publicis Communication's businesses with those of True North would create a
powerful global presence with tremendous opportunities for growth. In November
1995, I made a presentation to the Board of True North in which the significant
benefits of combining our two networks were clearly outlined. We at Publicis
continue to believe that a merger between Publicis Communication and True North
is in the best interests of both True North's and Publicis' stockholders and
their respective clients and employees.
Merging our two companies' networks would create a combined entity with a
very strong and creative presence in most of the world's significant markets,
enabling us to deliver a complete range of services to global clients. Combining
Publicis Communication and True North solves True North's fundamental strategic
weakness by adding a strong international network which is a market leader in
Europe. Although our two companies have had disagreements in the past, the
mutual interests of our respective stockholders require us to put those
differences aside and to work together to maximize the values that can be
achieved by combining True North's and Publicis Communication's business.
After considering our options and reviewing the information that is
available to us, we have concluded that the strategic advantages of a Publicis
Communication/True North combination are too compelling for Publicis to ignore.
Accordingly, I am writing to inform you that Publicis is prepared to propose a
business combination between Publicis Communication and True North in which each
outstanding share of True North would be valued at US$28. Publicis is prepared
to discuss with True North and its representatives the details of our proposal,
including the cash and stock components of our US$28 valuation. We are ready to
meet with the Board and its advisors to present our plans and to discuss
transaction structures which maximize value for both True North's and Publicis'
stockholders.
As I have repeatedly indicated to this Board and to senior management of
True North, a combination of Publicis Communication and True North would be a
strategically perfect fit. The two companies would represent a worldwide
structure, better able to serve current clients and ideally positioned to offer
the full range of services that today's global marketers expect. Publicis is
prepared to discuss with you as soon as possible business combination
transactions which would, we believe, create significantly greater short- and
long-term value for True North's stockholders than your current merger with
Bozell. We are prepared to leave
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our past disagreements behind us in order to pursue this opportunity, and we
urge you to do the same for the benefit of the stockholders of both of our
companies.
We hope that you will view our proposal as we do -- a unique opportunity
for the stockholders of True North to maximize the value or their shares. The
strategic benefits of the combination are undeniable and, we believe, far
superior to the Bozell transaction which ignores the strategic imperatives of
our respective businesses. We would be willing to meet with you and your
advisors at your earliest convenience to discuss our proposal and to answer any
questions you may have. Our preferred course would be to negotiate a transaction
that can be presented to our respective stockholders and clients as the amicable
and joint effort of Publicis, True North and each of the companies' Boards of
Directors and senior management.
I hope that each of you will give our proposal serious consideration, and I
look forward to your reply. We stand ready to meet with the Board to present our
plans.
Very truly yours,
Maurice Levy
The PUBLICIS proposal is subject to the terms and conditions of True
North's existing agreement with Bozell, Jacobs, Kenyon & Eckhardt, the details
of which are not yet publicly available.
