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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 3, 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 3, 1997, the Registrant issued a release in the form
attached to this Report as an Exhibit.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press Release dated December 3, 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 3, 1997 By: /s/ John J. Rezich
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Name: John J. Rezich
Title: Controller
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press release dated December 3, 1997
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EXHIBIT 99.1
[LETTERHEAD OF TRUE NORTH]
Date: December 3, 1997
Contact: Susan Geanuleas, True North Communications: 312/425-6570
Ed Orgon, The Torrenzano Group: 212/681-1700 ext.102
FOR IMMEDIATE RELEASE
TRUE NORTH FILES COUNTERSUIT AGAINST PUBLICIS
CHICAGO -- True North Communications Inc. (NYSE: TNO) today filed an answer and
countersuit to the complaint of Publicis Communication in the U.S. District
Court for the Northern Illinois, Eastern Division, relating to the
proposed acquisition by True North of Bozell, Jacobs, Kenyon & Eckhardt, Inc.
(Bozell).
True North's answer responds to all claims made in the lawsuit filed by Publicis
against True North. In addition, in its countersuit, True North makes certain
claims against Publicis and other parties.
True North's countersuit alleges that Publicis' publication of its November 10,
1997 letter to True North, which proposes a "combination" of Publicis with True
North, and Publicis' related comments are false and misleading in violation of
the federal proxy rules. True North's countersuit states:
"Publicis' supposed proposal to acquire True North is nothing more
than a ruse designed to interfere with the proposed Bozell
acquisition and to mislead True North's shareholders. Publicis has
indicated...that the "combination" Publicis referred to in the
November 10, 1997 letter was in actuality an acquisition of Publicis
by True North."
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The countersuit also alleges that Publicis, its parent, Publicis S.A., and its
Director General, Maurice Levy have:
. tortiously interfered with the exercise by certain True North directors
of their fiduciary duties;
. breached the contracts whereby True North and Publicis separated their
respective worldwide agency networks; and
. tortiously interfered with the current and expected business relationship
between True North and Bozell.
The countersuit states:
"Though Publicis has publicly stated that it is opposing the True North-
Bozell transaction in the interests of shareholder value, its actions have
not been consistent with the best interests of an open shareholder vote.
Its real intention is to block the True North-Bozell transaction by any
means . . ."
True North is seeking an order for corrective disclosures, injunctive relief,
compensatory and punitive damages and reimbursement of court costs and
attorney's fees.
In addition, True North has commenced arbitration proceedings against Publicis
pursuant to the contracts whereby True North and Publicis separated their
respective worldwide agency networks.
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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