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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 11)
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)
December 10, 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. 11 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 December 10, 1997, Publicis issued a press release announcing
the withdrawal of its previously announced tender offer for 9,619,904 shares of
common stock of True North Communications Inc.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following exhibits are filed herewith:
Exhibit A -- Press Release dated December 10, 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: December 11, 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
Exhibit A -- Press Release dated December 10, 1997 issued by Publicis S.A.
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Exhibit A
CONTACT: Seth Goldschlager Ruth Pachman/Victoria Weld
Publicis Kekst and Company
011 (33) 1-44-43-7242 (212) 521-4800
FOR IMMEDIATE RELEASE
PUBLICIS ANNOUNCES WITHDRAWAL OF ITS
TENDER OFFER FOR TRUE NORTH SHARES
PARIS, December 10, 1997 -- Publicis S.A. announced today that, as a result of
today's order by U.S. District Judge Joan Gottschall enjoining it from making
or continuing any tender offer for True North Communications Inc., it is
withdrawing its previously announced tender offer for 9,619,904 shares of True
North common stock. Publicis stated that it intends to seek an emergency appeal
and a stay of the preliminary injunction pending the appeal. A hearing on
Publicis' motion to enjoin the proposed merger between True North and Bozell,
Jacobs, Kenyon & Eckhardt has been scheduled for December 18, 1997. Publicis
further stated that, pending the outcome of these court proceedings, it is
considering all of its options.
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