-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tgvs4xjs88rjQd7JzGWj/Zbz2jtLuPAcwbe0je2ba4w27EMixPWASyAanV6vNrMF Uaa0duFa3bi3yYxtvvEgKA== 0000950131-97-006900.txt : 19971119 0000950131-97-006900.hdr.sgml : 19971119 ACCESSION NUMBER: 0000950131-97-006900 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971118 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE NORTH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000037931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 361088161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05029 FILM NUMBER: 97723338 BUSINESS ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 4154256500 MAIL ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING INC DATE OF NAME CHANGE: 19720824 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) November 17, 1997 ------------------------------- True North Communications Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-5029 36-1088161 - ----------------------------------- ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 101 East Erie Street, Chicago, IL 60611-2897 - --------------------------------------- ---------------------------------- (Address of Principal Executive Offices) (Zip Code) (312) 425-6500 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) -1- Item 5. Other Events. On November 17, 1997 the Registrant delivered a letter to Publicis (attached hereto as Exhibit 99.1) in response to a letter received from Publicis on November 10, 1997 (attached hereto as Exhibit 99.2). On November 17, 1997 the Registrant issued a release regarding the foregoing in the form attached to this Report as Exhibit 99.3. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Description - ------- ----------- 99.1 Letter dated November 17, 1997 from Bruce Mason and Richard Braddock to Maurice Levy 99.2 Letter dated November 10, 1997 from Maurice Levy to the Board of Directors of True North Communications Inc. 99.3 Press release dated November 17, 1997 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: November 18, 1997 By: /s/ John J. Rezich ------------------------------------- John J. Rezich Vice President, Controller -2- EX-99.1 2 LETTER DATED 11-17-97 TO B. MASON & R. BRADDOCK Exhibit 99.1 [LOGO OF TRUE NORTH] TRUE NORTH COMMUNICATIONS INC. 101 EAST ERIE STREET CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-425-6500 FAX 312-425-6350 November 17, 1997 Mr. Maurice Levy Publicis 133 Champs-Elysees 75008 Paris France Dear Maurice: The Board of Directors of True North considered your unsolicited letter dated November 10, 1997 at our regularly scheduled board meeting held on November 12. Your letter was discussed at length and the Board had the benefit of counsel from its legal and financial advisors -- Sidley & Austin and Morgan Stanley. We have been asked by the Board to respond to your letter. The Board unanimously (with Ali Wambold, your Publicis designee, recusing himself and Mike Murphy absent due to illness) resolved to decline your invitation to meet to discuss the transaction which you are prepared to propose. Among other things: . The Board reaffirmed its desire to pursue the pending merger transaction with BJK&E (Bozell) because we feel it is in the best interests of our shareholders. . As best as the Board can understand the financial terms of your letter, they are not materially different from other strategic alternatives which the Board has explicitly considered and turned down in the past. . The Board believes it is unrealistic to ignore a decade of difficulties between our two companies, which (if they were to persist) would directly and adversely affect the value of any combination you propose, and further believes any such combination could cause significant fallout of key clients and key employees. . The Board concluded after being advised by counsel that your letter does not provide a basis which would allow us, in keeping with our contractual obligations to Bozell, to engage in discussions. Mr. Maurice Levy November 17, 1997 Page Two . The Board has been advised that your letter stating that you are prepared to make a proposal would require significant discussion and time to define and execute, thereby significantly jeopardizing our timetable for other considerations. The Board remains committed to the Bozell deal and must point out that our progress in moving toward closing it is being delayed by lack of responsiveness from Publicis in providing the information it is contractually required to provide for our SEC filing. While Publicis is obviously free to vote in any manner it chooses, we urge that it carefully, fully and promptly comply with its obligations under the May 19, 1997 Agreement wherein it promised to take reasonably requested action in support of a True North acquisition. We believe that, when Publicis reviews the information contained in the proxy statement, it will ultimately conclude that the True North/Bozell transaction will benefit the existing stockholders. Very truly yours, /s/ Bruce Mason Bruce Mason /s/ Rick Braddock Rick Braddock EX-99.2 3 LETTER DATED 11-10-97 FROM M. LEVY TO THE BOARD Exhibit 99.2 PUBLICIS STRICTLY CONFIDENTIAL - --------------------- le president du directoire Board of Directors November 10, 1997 True North Communications 101 East Erie Street Chicago, IL. 60611 USA Members of the Board: Publicis was disappointed in August when we learned of True North's agreement to merge with Bozell. Publicis believes that True North's transaction with Bozell is contrary to the best interests of True North's stockholders, of which Publicis is by far the largest with 18.5% of True North's common stock. The acquisition does not solve True North's fundamental strategic weakness, which has been its failure to establish a global presence. Bozell is primarily a U.S.- based business with a weak international presence, and Publicis believes that its acquisition by True North will compound, rather than solve, True North's strategic weaknesses. As global marketers have increasingly demanded worldwide coverage, True North has continued to focus on its U.S. business and, as a result, we believe that True North now finds itself at a significant competitive disadvantage. In short, True North's proposed acquisition of Bozell does nothing to solve these problems, and we believe (based on the limited information that has been made available to date) that the price to be paid for Bozell significantly exceeds the value of Bozell's business. For these reasons, Publicis intends to oppose and vote against the merger of Bozell and True North. As many of you know, Publicis has for some time believed that a combination of Publicis Communication's businesses with those of True North would create a powerful global presence with tremendous opportunities for growth. In November 1995, I made a presentation to the Board of True North in which the significant benefits of combining our two networks were clearly outlined. We at Publicis continue to believe that a merger between Publicis Communication and True North is in the best interests of both True North's and Publicis' stockholders and their respective clients and employees. 133. CHAMPS-ELYSEES 75008 PARIS. TEL.:(1) 44 43-70 00 Ligne Direct:(1) 44 43 70 70 SOCIETE ANONYME A DIRECTOIRE ET CONSEIL DE SURVEILLANCE AI:CAPITAL DE 167 885. 400 FRF RCS PARIS B 542 080 601.N__SIRET 542 080 601 00017.CODE APE 741 J Board of Directors True North Communications Page 2 (of 3) Merging our two companies' networks would create a combined entity with a very strong and creative presence in most of the world's significant markets, enabling us to deliver a complete range of services to global clients. Combining Publicis Communication and True North solves True North's fundamental strategic weakness by adding a strong international network which is a market leader in Europe. Although our two companies have had disagreements in the past, the mutual interests of our respective stockholders require us to put those differences aside and to work together to maximize the values that can be achieved by combining True North's and Publicis Communication's businesses. After considering our options and reviewing the information that is available to us, we have concluded that the strategic advantages of a Publicis Communication/True North combination are too compelling for Publicis to ignore. Accordingly, I am writing to inform you that Publicis is prepared to propose a business combination between Publicis Communication and True North in which the each outstanding share of True North would be valued at US$28. Publicis is prepared to discuss with True North and its representatives the details of our proposal, including the cash and stock components of our US$28 valuation. We are ready to meet with the Board and its advisors to present our plans and to discuss transaction structures which maximize value for both True North's and Publicis' stockholders. As I have repeatedly indicated to this Board and to senior management of True North, a combination of Publicis Communication and True North would be a strategically perfect fit. The two companies would represent a worldwide structure, better able to serve current clients and ideally positioned to offer the full range of services that today's global marketers expect. Publicis is prepared to discuss with you as soon as possible business combination transactions which would, we believe, create significantly greater short- and long-term value for True North's stockholders than your current merger with Bozell. We are prepared to leave our past disagreements behind us in order to pursue this opportunity, and we urge you to do the same for the benefit of the stockholders of both of our companies. Board of Directors True North Communications Page 3 (of 3) We hope that you will view our proposal as we do--a unique opportunity for the stockholders of True North to maximize the value of their shares. The strategic benefits of the combination are undeniable and, we believe, far superior to the Bozell transaction, which ignores the strategic imperatives of our respective businesses. We would be willing to meet with you and your advisors at your earliest convenience to discuss our proposal and to answer any questions you may have. Our preferred course would be to negotiate a transaction that can be presented to our respective stockholders and clients as the amicable and joint effort of Publicis, True North and each of the companies' Boards of Directors and senior management. I hope that each of you will give our proposal serious consideration, and I look forward to your reply. We stand ready to meet with the Board to present our plans. Very truly yours, /s/ Maurice Levy - ---------------- Maurice Levy EX-99.3 4 PRESS RELEASE DATED 11-17-97 Exhibit 99.3 [LOGO OF TRUE NORTH] TRUE NORTH COMMUNICATIONS INC. WORLD HEADQUARTERS 101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-751-7227 FAX 312-440-8070 Date: November 17, 1997 Contact: Sue Geanuleas: 312/425-6570 NEWS Rich Torrenzano: 212/681-1700 ext. 111 FOR IMMEDIATE RELEASE TRUE NORTH BOARD ISSUES STATEMENT TO PUBLICIS Chicago, IL--In follow-up to a letter sent to the True North Communications Inc.'s Board of Directors, released to the press today by Publicis Communication, the response back from the True North Board coming out of their meeting held November 12, 1997, was publicly released (attached). True North believes the unusual step of making this letter public serves as the clear and appropriate statement to Publicis' actions. ### [LOGO OF TRUE NORTH] TRUE NORTH COMMUNICATIONS INC. 101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-425-6500 FAX 312-425-6350 November 17, 1997 Mr. Maurice Levy Publicis 133 Champs-Elysees 75008 Paris France Dear Maurice: The Board of Directors of True North considered your unsolicited letter dated November 10, 1997 at our regularly scheduled board meeting held on November 12. Your letter was discussed at length and the Board had the benefit of counsel from its legal and financial advisors -- Sidley & Austin and Morgan Stanley. We have been asked by the Board to respond to your letter. The Board unanimously (with Ali Wambold, your Publicis designee, recusing himself and Mike Murphy absent due to illness) resolved to decline your invitation to meet to discuss the transaction which you are prepared to propose. Among other things: . The Board reaffirmed its desire to pursue the pending merger transaction with BJK&E (Bozell) because we feel it is in the best interests of our shareholders. . As best as the Board can understand the financial terms of your letter, they are not materially different from other strategic alternatives which the Board has explicitly considered and turned down in the past. . The Board believes it is unrealistic to ignore a decade of difficulties between our two companies, which (if they were to persist) would directly and adversely affect the value of any combination you propose, and further believes any such combination could cause significant fallout of key clients and key employees. . The Board concluded after being advised by counsel that your letter does not provide a basis which would allow us, in keeping with our contractual obligations to Bozell, to engage in discussions. Mr. Maurice Levy November 17, 1997 Page Two . The Board has been advised that your letter stating that you are prepared to make a proposal would require significant discussion and time to define and execute, thereby significantly jeopardizing our timetable for other considerations. The Board remains committed to the Bozell deal and must point out that our progress in moving toward closing it is being delayed by lack of responsiveness from Publicis in providing the information it is contractually required to provide for our SEC filing. While Publicis is obviously free to vote in any manner it chooses, we urge that it carefully, fully and promptly comply with its obligations under the May 19, 1997 Agreement wherein it promised to take reasonably requested action in support of a True North acquisition. We believe that, when Publicis reviews the information contained in the proxy statement, it will ultimately conclude that the True North/Bozell transaction will benefit the existing stockholders. Very truly yours, /s/ Bruce Mason Bruce Mason /s/ Rick Braddock Rick Braddock -----END PRIVACY-ENHANCED MESSAGE-----