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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 30, 1997
TRUE NORTH COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 1-5029 36-1088161
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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 2. Acquisition or Disposition of Assets.
On December 30, 1997, Bozell, Jacobs, Kenyon & Eckhardt, Inc., a
Delaware corporation ("Bozell"), became a wholly-owned subsidiary of True North
Communications Inc., a Delaware corporation ("True North"), upon consummation of
the merger (the "Merger") contemplated by the Agreement and Plan of Merger dated
as of July 30, 1997 (the "Merger Agreement") among True North, Cherokee
Acquisition Corporation, a wholly-owned subsidiary of True North, and Bozell.
Pursuant to the Merger Agreement: (i) each share of Class A Common
Stock, par value $.001 per share, and Class B Common Stock , par value $.001 per
share, of Bozell ("Bozell Common Stock") outstanding immediately prior to the
Effective Time (as defined in the Merger Agreement) of the Merger was converted
into 0.51 of a share of common stock, par value $.33 1/3 per share, of True
North ("True North Common Stock"), including the corresponding percentage of an
associated right to purchase shares of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of True North (the "Rights"); and (ii) each
option to purchase Bozell Common Stock granted under the Bozell Stock Plan (as
defined in the Merger Agreement) outstanding immediately prior to the Effective
Time became an option to purchase shares of True North's Common Stock, including
the corresponding percentage of an associated Right. The only right which each
holder of a certificate that represented Bozell Common Stock immediately prior
to the Effective Time has with respect thereto is to receive, upon surrender to
the Exchange Agent (as defined in the Merger Agreement) of all such
certificates: (i) a certificate representing the number of whole shares of True
North Common Stock into which his, her or its Bozell Common Stock has been
converted, (ii) certain dividends and other distributions previously withheld in
accordance with Section 1.7 of the Merger Agreement pending the exchange of
stock certificate(s) and (iii) cash in lieu of any fractional share of True
North Common Stock in accordance with Section 1.8 of the Merger Agreement. Cash
distributions will not bear interest.
The other information required by this item has been previously
reported by True North and is included or incorporated by reference in the Joint
Proxy Statement/Prospectus (the "Proxy Statement/Prospectus") which constitutes
a part of True North's Registration Statement on Form S-4 (Registration No. 333-
41189).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired:
The financial statements required by this item have been previously
reported by Bozell and are included in the Proxy Statement/Prospectus.
(b) Pro forma financial information:
The pro forma financial statements required by this item have been
previously reported by True North and are included in the Proxy
Statement/Prospectus.
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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: January 14, 1998 By: /s/ John J. Rezich
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Name: John J. Rezich
Title: Controller
