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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 8)
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 18, 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. 8 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 18, 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 18, 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 18, 1997 issued by Publicis S.A.
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EXHIBIT 99.A
Contact: Seth Goldschiager Ruth Pachman
Publicis Victoria Weld
(33) 01-44-43-72-42 Kekst and Company
(212) 521-4800
FOR IMMEDIATE RELEASE
PUBLICIS RESPONDS TO TRUE NORTH'S REJECTION OF ITS PROPOSAL
Paris, November 18, 1997 - Publicis S.A. announced today that it was
disappointed by the response it had received from the Board of Directors of
True North Communications Inc. to Publicis's letter of November 10.
Publicis continues to believe that its proposal for a business combination with
True North, which would value each True North share at US$28, is financially
and strategically superior to the pending Bozell transaction. Publicis
reiterated its opposition to the Bozell merger and reaffirmed its intention to
vote its True North shares against the transaction.
In light of the True North's Board's summary rejection of the Publicis offer,
Publicis is considering all options available to it to enable the stockholders
of True North to realize the full value of their investment.
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