<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 17, 1997
-------------------------------
True North Communications Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-5029 36-1088161
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(Commission File Number) (I.R.S. Employer Identification No.)
101 East Erie Street, Chicago, IL 60611-2897
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(Address of Principal Executive Offices) (Zip Code)
(312) 425-6500
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(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
-1-
<PAGE>
Item 5. Other Events.
On November 17, 1997 the Registrant delivered a letter to Publicis
(attached hereto as Exhibit 99.1) in response to a letter received from Publicis
on November 10, 1997 (attached hereto as Exhibit 99.2). On November 17, 1997
the Registrant issued a release regarding the foregoing in the form attached to
this Report as Exhibit 99.3.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Description
- ------- -----------
99.1 Letter dated November 17, 1997 from Bruce Mason and Richard Braddock to
Maurice Levy
99.2 Letter dated November 10, 1997 from Maurice Levy to the Board of
Directors of True North Communications Inc.
99.3 Press release dated November 17, 1997
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: November 18, 1997 By: /s/ John J. Rezich
-------------------------------------
John J. Rezich
Vice President, Controller
-2-
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Exhibit 99.1
[LOGO OF TRUE NORTH]
TRUE NORTH COMMUNICATIONS INC.
101 EAST ERIE STREET CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-425-6500
FAX 312-425-6350
November 17, 1997
Mr. Maurice Levy
Publicis
133 Champs-Elysees
75008 Paris
France
Dear Maurice:
The Board of Directors of True North considered your unsolicited letter dated
November 10, 1997 at our regularly scheduled board meeting held on November 12.
Your letter was discussed at length and the Board had the benefit of counsel
from its legal and financial advisors -- Sidley & Austin and Morgan Stanley. We
have been asked by the Board to respond to your letter.
The Board unanimously (with Ali Wambold, your Publicis designee, recusing
himself and Mike Murphy absent due to illness) resolved to decline your
invitation to meet to discuss the transaction which you are prepared to propose.
Among other things:
. The Board reaffirmed its desire to pursue the pending merger transaction
with BJK&E (Bozell) because we feel it is in the best interests of our
shareholders.
. As best as the Board can understand the financial terms of your letter,
they are not materially different from other strategic alternatives which
the Board has explicitly considered and turned down in the past.
. The Board believes it is unrealistic to ignore a decade of difficulties
between our two companies, which (if they were to persist) would directly
and adversely affect the value of any combination you propose, and further
believes any such combination could cause significant fallout of key
clients and key employees.
. The Board concluded after being advised by counsel that your letter does
not provide a basis which would allow us, in keeping with our contractual
obligations to Bozell, to engage in discussions.
<PAGE>
Mr. Maurice Levy
November 17, 1997
Page Two
. The Board has been advised that your letter stating that you are prepared
to make a proposal would require significant discussion and time to define
and execute, thereby significantly jeopardizing our timetable for other
considerations.
The Board remains committed to the Bozell deal and must point out that our
progress in moving toward closing it is being delayed by lack of responsiveness
from Publicis in providing the information it is contractually required to
provide for our SEC filing. While Publicis is obviously free to vote in any
manner it chooses, we urge that it carefully, fully and promptly comply with its
obligations under the May 19, 1997 Agreement wherein it promised to take
reasonably requested action in support of a True North acquisition. We believe
that, when Publicis reviews the information contained in the proxy statement, it
will ultimately conclude that the True North/Bozell transaction will benefit the
existing stockholders.
Very truly yours,
/s/ Bruce Mason
Bruce Mason
/s/ Rick Braddock
Rick Braddock
<PAGE>
Exhibit 99.2
PUBLICIS
STRICTLY CONFIDENTIAL
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le president du directoire
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.
133. CHAMPS-ELYSEES 75008 PARIS. TEL.:(1) 44 43-70 00 Ligne Direct:(1) 44 43 70
70 SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE AI:CAPITAL DE 167
885. 400 FRF RCS PARIS B 542 080 601.N__SIRET 542 080 601 00017.CODE APE 741 J
<PAGE>
Board of Directors
True North Communications
Page 2 (of 3)
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 businesses.
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 the
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 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.
<PAGE>
Board of Directors
True North Communications
Page 3 (of 3)
We hope that you will view our proposal as we do--a unique opportunity for the
stockholders of True North to maximize the value of 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,
/s/ Maurice Levy
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Maurice Levy
<PAGE>
Exhibit 99.3
[LOGO OF TRUE NORTH]
TRUE NORTH COMMUNICATIONS INC.
WORLD HEADQUARTERS
101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-751-7227
FAX 312-440-8070
Date: November 17, 1997
Contact: Sue Geanuleas: 312/425-6570 NEWS
Rich Torrenzano: 212/681-1700 ext. 111
FOR IMMEDIATE RELEASE
TRUE NORTH BOARD ISSUES STATEMENT TO PUBLICIS
Chicago, IL--In follow-up to a letter sent to the True North Communications
Inc.'s Board of Directors, released to the press today by Publicis
Communication, the response back from the True North Board coming out of their
meeting held November 12, 1997, was publicly released (attached). True North
believes the unusual step of making this letter public serves as the clear and
appropriate statement to Publicis' actions.
###
<PAGE>
[LOGO OF TRUE NORTH]
TRUE NORTH COMMUNICATIONS INC.
101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-425-6500
FAX 312-425-6350
November 17, 1997
Mr. Maurice Levy
Publicis
133 Champs-Elysees
75008 Paris
France
Dear Maurice:
The Board of Directors of True North considered your unsolicited letter dated
November 10, 1997 at our regularly scheduled board meeting held on November 12.
Your letter was discussed at length and the Board had the benefit of counsel
from its legal and financial advisors -- Sidley & Austin and Morgan Stanley. We
have been asked by the Board to respond to your letter.
The Board unanimously (with Ali Wambold, your Publicis designee, recusing
himself and Mike Murphy absent due to illness) resolved to decline your
invitation to meet to discuss the transaction which you are prepared to propose.
Among other things:
. The Board reaffirmed its desire to pursue the pending merger transaction
with BJK&E (Bozell) because we feel it is in the best interests of our
shareholders.
. As best as the Board can understand the financial terms of your letter,
they are not materially different from other strategic alternatives which
the Board has explicitly considered and turned down in the past.
. The Board believes it is unrealistic to ignore a decade of difficulties
between our two companies, which (if they were to persist) would directly
and adversely affect the value of any combination you propose, and further
believes any such combination could cause significant fallout of key
clients and key employees.
. The Board concluded after being advised by counsel that your letter does
not provide a basis which would allow us, in keeping with our contractual
obligations to Bozell, to engage in discussions.
<PAGE>
Mr. Maurice Levy
November 17, 1997
Page Two
. The Board has been advised that your letter stating that you are prepared
to make a proposal would require significant discussion and time to define
and execute, thereby significantly jeopardizing our timetable for other
considerations.
The Board remains committed to the Bozell deal and must point out that our
progress in moving toward closing it is being delayed by lack of responsiveness
from Publicis in providing the information it is contractually required to
provide for our SEC filing. While Publicis is obviously free to vote in any
manner it chooses, we urge that it carefully, fully and promptly comply with its
obligations under the May 19, 1997 Agreement wherein it promised to take
reasonably requested action in support of a True North acquisition. We believe
that, when Publicis reviews the information contained in the proxy statement, it
will ultimately conclude that the True North/Bozell transaction will benefit the
existing stockholders.
Very truly yours,
/s/ Bruce Mason
Bruce Mason
/s/ Rick Braddock
Rick Braddock
