FIGHT OVER BJK&E DEAL HITS TWO COURTROOMS TODAY: JUDGES IN DEL., CHICAGO HEAR CASES FROM TN AND PUBLICIS

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Today could be a turning point in the two-front fight by Publicis to stop True North Communications' acquisition of Bozell, Jacobs, Kenyon & Eckhardt.

A Delaware Court of Chancery judge in Wilmington is scheduled to hear arguments today from Publicis, asking it to reverse a decision that stopped the French company's offer for a majority of True North. That offer included a provision to cancel the BJK&E acquisition.

At press time, a judge in Chicago is expected to rule today on a Publicis lawsuit filed Nov. 26 to stop a meeting of True North's shareholders to vote on the BJK&E deal -- and True North's Dec. 4 countersuit, claiming Publicis had violated the agreement that ended the two companies' joint venture.

ACTION IN CHICAGO

Judge Joan Gottschall, of the U.S. District Court in Chicago, granted True North a restraining order Dec. 9 that barred Publicis from continuing a $28 per share offer, lobbying against the BJK&E deal or encouraging a third-party takeover of True North.

But the order was vacated Dec. 15 by the U.S. Court of Appeals for the 7th Circuit, which said disputes under the separation agreement between Publicis and True North would be heard at the Court of Chancery in Delaware.

Publicis has vowed to vote against the BJK&E deal.

True North management has been out in force courting institutional investors who hold half the company's 25 million shares. The investors have been generally in favor of the BJK&E deal, despite a 40% dilution in their shares caused by the issue of new stock to pay the estimated $474 million price tag.

PROXY FIGHT POSSIBLE

A victory in Delaware could give Publicis a green light for a proxy fight and delay True North's planned Dec. 30 shareholders vote on the deal beyond its Dec. 31 expiration date.

To force the True North board to consider its proposal, most analysts say Publicis would have to offer a share price close to $35, and even that would not guarantee a deal. The board also would have to consider factors such as the opposition of S.C. Johnson & Son, the largest worldwide client of True North's Foote, Cone & Belding. Johnson has said it will pull its $400 million global account if Publicis takes over.

DECISION COULD BE CLOSE

Delaware Chancery Court Chancellor William B. Chandler III, who last week granted True North a temporary restraining order barring the proxy fight, made it clear at that hearing his decision today could be a close one. He called the pooling agreement both companies earlier had signed "ambiguous" and said determining whether it bars Publicis from launching a proxy fight, as True North claims, will be difficult.

He said a simple delay of the stockholder meeting and an extension of the closing date for the acquisition would give Publicis time to mount the proxy fight.

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