<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TRUE NORTH COMMUNICATIONS INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[X] Fee paid previously with definitive materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
[LETTERHEAD OF TRUE NORTH COMMUNICATIONS INC.]
BRUCE MASON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
April 21, 1995
To all Shareholders:
In the annual report and proxy statement that you received recently there was
reference to matters dealing with the dispute we've been having with our
European Joint Venture partner - Publicis.
I'm happy to report that we've just announced reaching an accord with Publicis
on negotiations to settle our differences. Effective immediately, both we and
Publicis have agreed to suspend all proceedings with regard to the termination
of the Alliance agreements and international arbitration.
As part of the accord, both parties have agreed to a binding confidentiality
agreement that precludes further public discussion of the matter.
In light of recent direct conversations I've had with Maurice Levy, Chairman of
Publicis Communication, I'm now confident that we can find an equitable solution
to our dispute that will be satisfactory to both companies. Both we and Publicis
are now committed to working closely together to settle all our differences as
quickly and amicably as possible so that we can devote our full attention and
resources to serving our clients' needs around the globe.
As there are new developments that we can tell you about, I will be sure to keep
you posted.
Regards,
[Signature of Bruce Mason]
Bruce Mason
