<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 15, 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 15, 1997, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99.1.
On December 16, 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 15, 1997.
Exhibit 99.2 Press Release dated December 16, 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 16, 1997 By: /s/ John J. Rezich
---------------------------
Name: John J. Rezich
Title: Controller
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
99.1 Press release dated December 15, 1997
99.2 Press release dated December 16, 1997
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Exhibit 99.1
[LETTERHEAD OF TRUE NORTH]
Date: December 15, 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
TRUE NORTH-PUBLICIS LEGAL ACTIONS MOVED TO DELAWARE
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TRUE NORTH WILL PROCEED WITH BJKE SHAREHOLDER VOTE
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CHICAGO--True North Communications Inc. (NYSE: TNO), today announced that the
preliminary injunction, placed against Publicis Communication last week, for
interference with True North's shareholder vote on a proposed acquisition by
merger with Bozell, Jacobs, Kenyon & Eckhardt, Inc. has been vacated by the U.S.
Court of Appeals for the Seventh Circuit.
The Seventh Circuit vacated the preliminary injunction issued in U.S. District
Court on December 10, on jurisdictional grounds without comment on the merits of
True North's case. The Court of Appeals stated that the lawsuit must be heard by
the Delaware Chancery Court based upon a forum selection clause in an agreement
between True North and Publicis.
True North will be seeking a temporary restraining order against Publicis in the
Delaware Court on Tuesday morning, December 16. True North still maintains
Publicis is acting in violation of a May 19, 1997 Agreement, whereby it is
committed to support the BJKE transaction. True North had pursued its injunction
in Illinois on December 4, as a counterclaim in response to claims brought by
Publicis in the same Illinois U.S. District Court on November 25.
The U.S. District Court for the Northern District of Illinois had issued a
December 10 order enjoining Publicis and its related parties from attempting to
interfere with the True North shareholder vote on BJKE in any way.
-More-
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2/TRUE NORTH-PUBLICIS LEGAL ACTIONS MOVED TO DELAWARE
TRUE NORTH WILL PROCEED WITH BJKE SHAREHOLDER VOTE
Theodore Theophilos, True North's General Counsel, and Executive Vice President,
issued the following statement, "We certainly will respect the Seventh Circuit's
decision on jurisdiction. We're obviously disappointed by the ruling, but the
District Court's ruling on the merits of our claims were not criticized by the
Appellate Court; the facts are still the facts, and we will pursue our course
quickly and without hesitation in Delaware."
True North will proceed to seek shareholder approval of the proposed transaction
that would merge all BJKE operations with True North to form the world's sixth
largest advertising holding company, with annual revenues expected to exceed
$1.2 billion, and billings expected to exceed $12 billion.
Bruce Mason, Chairman and CEO of True North, commented on the Seventh Circuit's
ruling, "The decision doesn't influence the statement we made last week ... that
we viewed our divorce settlement with Publicis last May as final and
irrevocable. After the years of acrimony, it is unfortunate the discord
resurfaced in recent weeks. Despite Publicis' efforts, their actions cannot
detract attention from the exceedingly strong global aspects of our combination
with BJKE. We are extremely encouraged by the positive response we are receiving
from our institutional and retail investors about the merits of the BJKE deal."
Mr. Mason continued, "True North management and the Board of Directors have
recommended the BJKE transaction for its significant strategic and financial
benefits to our company. We fully anticipate the combination will be immediately
accretive to our earnings for 1998. Further, we know the combination of FCB's
operations in 69 countries, plus Bozell Worldwide's operations in 53 countries,
will make us much stronger globally."
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
[LETTERHEAD OF TRUE NORTH]
Date: December 16, 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
DELAWARE CHANCERY COURT ISSUES TRO ON PUBLICIS ACTIONS
RELATED TO TRUE NORTH/BJKE TRANSACTION
CHICAGO -- True North Communications Inc. (NYSE: TNO) today confirmed that the
Court of Chancery of the State of Delaware issued a Temporary Restraining Order
(TRO) enjoining Publicis Communication and its related parties from pursuing its
partial tender offer or otherwise interfering with the True North shareholder
vote with respect to the proposed transaction with Bozell, Jacobs, Kenyon &
Eckhardt (BJKE).
The TRO was issued by Chancellor William Chandler on Tuesday morning (December
16) following a decision on Monday by the U.S. Court of Appeals to vacate, for
jurisdictional reasons, a preliminary injunction that had been issued on
December 10. The injunction last week had been ordered by the U.S. District
Court for the Northern District of Illinois, but the Seventh Circuit of the 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.
Chancellor Chandler has set a court date of Monday, December 22, for a further
hearing on the matter.
-More-
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2/DELAWARE CHANCERY COURT ISSUES TRO ON PUBLICIS ACTIONS
True North will proceed to seek shareholder approval of the proposed transaction
that would merge all BJKE operations with True North to form the world's sixth
largest advertising holding company, with annual revenues expected to exceed
$1.2 billion, and billings expected to exceed $12 billion.
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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