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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 1, 1997
TRUE NORTH COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
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)
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(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 or about November 20, 1997, a complaint was filed by William
Steiner (the "Steiner Complaint") individually and on behalf of a putative class
of the public stockholders of True North Communications Inc. ("True North") in
the Court of Chancery, New Castle County, State of Delaware (Case No. 16042-NC)
against True North and each member of the Board of Directors of True North (the
"True North Board") other than the designee of Publicis Communication
("Publicis") on such Board (the "Publicis Designee"). The Steiner Complaint
alleges, among other things, that the members of the True North Board named as
defendants breached their fiduciary duties to True North stockholders by
determining not to enter into negotiations with Publicis in response to a letter
from Publicis to the True North Board dated November 10, 1997. The Steiner
Complaint seeks, among other things, to have the individual defendants ordered
to undertake an evaluation of True North's alternatives and unspecified damages.
Management of True North believes that the claims asserted in the
Steiner Complaint are without merit and intends to vigorously defend such
action.
On or about November 26, 1997, a complaint (the "Publicis Complaint")
was filed by Publicis in the United States District Court for the Northern
District of Illinois (Civil No. 97C8263) against True North and the members of
the True North Board (other than the Publicis Designee). The Publicis Complaint
claims, among other things, that members of the True North Board named as
defendants breached their fiduciary duties to True North stockholders by
allegedly impeding the effective exercise of the stockholder franchise in
connection with voting at True North's Special Meeting of Stockholders to be
held on December 30, 1997 (the "True North Special Meeting"), by allegedly
failing to maximize stockholder value, by allegedly placing their own interests
ahead of stockholder interests and by allegedly taking unreasonable preemptive
defensive measures. The Publicis Complaint seeks, among other things, an
injunction to block the holding of the True North Special Meeting at which True
North stockholders are to vote on, among other things, the Agreement and Plan of
Merger dated July 30, 1997 (the "Merger Agreement") to which True North and
Bozell, Jacobs, Kenyon & Eckhardt, Inc. are parties, and unspecified damages.
Management of True North believes that the claims asserted in the
Publicis Complaint are without merit and have been asserted as a hostile attempt
to disrupt the merger contemplated by the Merger Agreement, and management
intends to vigorously defend against such action.
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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 1, 1997 By: /s/ John J. Rezich
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Name: John J. Rezich
Title: Controller
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