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Boosted by support from a key client and a go-ahead from U.S. government regulators, True North Communications made plans to close its union with Bozell, Jacobs, Kenyon & Eckhart.

The U.S. Securities & Exchange Commission approved True North's proxy statement sketching out its stock swap with BJK&E, clearing the last hurdle before a shareholder meeting to approve the deal, worth some $440 million.

The meeting is scheduled for Dec. 30.


Publicis SA, which owns 18.5% of True North, has vowed to vote against the BJK&E deal and made an offer to buy the Chicago-based holding company.

In a move that hinted at a possible proxy fight, Mr. Levy asked the True North board for a list of other shareholders, which he said he expects to receive today.

S.C. Johnson & Son, the largest worldwide client of True North's Foote, Cone & Belding network, weighed in with a rebuke to Publicis Chairman Maurice Levy's takeover talk.

In a letter, S.C. Johnson President William Perez threatened to pull the global account, worth nearly $400 million, if Publicis succeeds in its bid for True North.

Mr. Levy confirmed he received the letter and responded, but wouldn't disclose his answer.

An S.C. Johnson spokesman would not elaborate on the letter, but reiterated that the account would definitely move if the hostile takeover attempt succeeds.


True North executives said that other clients privately were hinting they would drop FCB if it accepted an offer from Publicis. They would not identify them, but added some clients had been pleased when True North and Publicis parted ways last summer.

S.C. Johnson has used its clout before, when True North Chairman Bruce Mason was faced with an attempted boardroom coup in 1996, while True North and Publicis were in the middle of divorce proceedings. Mr. Mason was given a new contract and two board members were ousted, partly on concerns over how Johnson would react (AA, Aug. 19, '96)

Losing S.C. Johnson would be devastating to FCB, which has already resigned the $240 million Mazda North American Operations account because of its planned acquisition of BJK&E. The account was seen as a conflict with Bozell Worldwide's Chrysler Corp. business.

In 1995, FCB won the global consolidation of S.C. Johnson, considered a plum for the agency, even though it was costly at first. True North's revenue and earnings results were depressed for most of 1996 as FCB dropped conflicting accounts, most notably a 71-year relationship between FCB in San Francisco and Clorox Co.


True North's board has dismissed Mr. Levy's Nov. 10 offer for the company. The $28-per-share offer called for scuttling the BJK&E deal, which Mr. Levy said is overpriced and does nothing to help True North overseas.

True North executives downplayed reports Mr. Levy had retained Wachtell Lipton Rosen & Katz to assist in his bid. The law firm is Mr. Levy's regular counsel on mergers and acquisitions, including all previous negotiations with True North, so the move is not a signal of his seriousness to acquire True North, they said.

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