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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-2(A))
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 15)
TRUE NORTH COMMUNICATIONS INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.33-1/3
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(Title of Class of Securities)
897844 10 6
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(CUSIP Number)
SETH A. KAPLAN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52D STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 11, 1998
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(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 that 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: [_].
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CUSIP NO. 897844 10 6 13D PAGE 1 OF 1 PAGE
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1. NAME 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.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
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Number of 7. SOLE VOTING POWER
Shares 4,658,000
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Beneficially 8. SHARED VOTING POWER
Owned By 0
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Each 9. SOLE DISPOSITIVE POWER
Reporting 4,658,000
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Person With 10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,658,000
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 10.3%
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14. TYPE OF REPORTING PERSON
CO
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This Amendment No. 15 to Schedule 13D (this "Amendment") with
respect to securities of True North Communications Inc., a Delaware corporation
(the "Issuer"), amends and supplements the Statement on Schedule 13D (the
"Schedule 13D") originally filed with the Securities and Exchange Commission
(the "Commission") on January 30, 1989, as amended to date, by Publicis S.A., a
societe anonyme organized under the laws of France ("Publicis"), and by Publicis
Communication ("Communication"), a societe anonyme organized under the laws of
France and a subsidiary of Publicis. As explained more fully below in Item 2, as
result of its merging with and into Publicis on December 11, 1998, the separate
corporate existence of Communication has ceased. Accordingly, this Amendment is
being filed by Publicis on its own behalf and as successor to Communication.
Capitalized terms used but not defined herein have the meanings set forth in the
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Schedule 13D is hereby supplemented as follows:
On November 6, 1998, Publicis and Communication entered into
an agreement and plan of merger (the "Merger Agreement"). Pursuant to the Merger
Agreement and in accordance with French law, Communication was merged with and
into Publicis on December 11, 1998, with Publicis as the surviving corporation
of the merger. As a result of the merger, the separate corporate existence of
Communication ceased.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) of the Schedule 13D is hereby amended to read as
follows:
(a) As of the close of business on February 17, 1999, Publicis
beneficially owned 4,658,000 shares of common stock of the Issuer. Such
4,658,000 shares represented approximately 10.3% of the outstanding shares of
the Issuer, based on information reported by the Issuer in its Quarterly Report
on Form 10-Q for the quarter ended September 30, 1998, which was filed with the
Commission on November 13, 1998.
Item 5(b) of the Schedule 13D is hereby amended to read as
follows:
(b) Publicis has the sole power to vote, to direct the voting
of, to dispose of, and to direct the disposition of the shares referred to in
Item 5(a) above.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 17, 1999
PUBLICIS S.A.
By: /s/ Jean-Paul Morin
Name: Jean-Paul Morin
Title: Secretaire General
