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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(Amendment No. 1)
PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 13 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TRUE NORTH COMMUNICATIONS INC.
(Name of Subject Company)
PUBLICIS S.A.
(Bidder)
COMMON STOCK, PAR VALUE $.33-1/3 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
897844 10 6
(CUSIP Number of Class of Securities)
JEAN-PAUL MORIN
c/o PUBLICIS S.A.
133, AVENUE DES CHAMPS ELYSEES
75380 PARIS, FRANCE
TELEPHONE: 011-33-1-44-43-70-00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
COPIES TO:
THOMAS J. KUHN, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000
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This Statement amends and supplements the combined Tender Offer Statement
on Schedule 14D-1 (the "Schedule 14D-1") and Amendment No. 12 to Schedule 13D
filed with the Securities and Exchange Commission on December 16, 1997 by
Publicis S.A. ("Publicis") and Publicis Communication, each a societe anonyme
organized under the laws of France, with respect to an offer by Publicis to
purchase 9,619,904 shares of Common Stock, par value $.33-1/3 per share (the
"Shares"), of True North Communications, Inc., a Delaware corporation (the
"Company"). This amendment constitutes the final amendment to the Schedule 14D-1
required by General Instruction D to Schedule 14D-1. Capitalized terms used and
not defined herein shall have the meaning assigned such terms in the Schedule
14D-1.
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ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.
Item 5 is hereby amended and supplemented by the addition of the following
paragraph:
Publicis has withdrawn and terminated the Offer as of December 30,
1997. No Shares were accepted for payment or purchased pursuant to the
Offer.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
PUBLICIS S.A.
By: /s/ Maurice Levy
____________________________________
Name: Maurice Levy
Title: President
PUBLICIS COMMUNICATION
By: /s/ Jean-Paul Morin
____________________________________
Name: Jean-Paul Morin
Title: Secretaire General
Dated: December 31, 1997
