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TRUE NORTH COMMUNICATIONS INC.
AND
BOZELL, JACOBS, KENYON & ECKHARDT, INC.
SUPPLEMENT TO JOINT PROXY STATEMENT
AND NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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TRUE NORTH COMMUNICATIONS INC.
PROSPECTUS SUPPLEMENT
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This Supplement dated December 1, 1997 ("Supplement") to the Joint Proxy
Statement/Prospectus dated November 26, 1997 ("Proxy Statement/Prospectus") is
being furnished to the holders of Common Stock, $.33 1/3 par value ("True
North Common Stock"), of True North Communications Inc., a Delaware
corporation ("True North"), in connection with the solicitation of proxies by
the Board of Directors of True North (the "True North Board") for use at its
Special Meeting of Stockholders to be held at the Omni Chicago Hotel, Chagall
Ballroom--Third Floor--Salon A, 676 North Michigan Avenue, Chicago, Illinois,
on December 30, 1997, at 9:00 a.m., local time, and any adjournments thereof
(the "True North Special Meeting").
This Supplement is also being furnished to the holders of Class A Common
Stock, par value $.001 per share, and Class B Common Stock, par value $.001
per share, of Bozell, Jacobs, Kenyon & Eckhardt, Inc., a Delaware corporation
("Bozell"), in connection with the solicitation of proxies by the Board of
Directors of Bozell for use at its Special Meeting of Stockholders to be held
in the Second Floor Staircase Room at Bozell's offices at 40 West 23rd Street,
New York, New York on December 30, 1997, at 10:00 a.m., New York time, and any
adjournments thereof (the "Bozell Special Meeting").
TRUE NORTH AND BOZELL STOCKHOLDERS SHOULD CONSIDER THE INFORMATION CONTAINED
HEREIN TOGETHER WITH THE INFORMATION CONTAINED IN THE PROXY
STATEMENT/PROSPECTUS BEFORE VOTING ON THE MATTERS TO BE PRESENTED AT THE TRUE
NORTH SPECIAL MEETING OR THE BOZELL SPECIAL MEETING, AS THE CASE MAY BE.
PLEASE CONTACT DALE F. PERONA, SECRETARY, TRUE NORTH COMMUNICATIONS INC., 101
EAST ERIE STREET, CHICAGO, ILLINOIS 60611 (TELEPHONE NUMBER (312) 425-6500),
IF YOU WOULD LIKE TO RECEIVE AN ADDITIONAL COPY OF THE PROXY
STATEMENT/PROSPECTUS. THIS SUPPLEMENT IS BEING DELIVERED TO EACH TRUE NORTH
AND BOZELL STOCKHOLDER ENTITLED TO RECEIVE NOTICE OF AND TO VOTE AT THE TRUE
NORTH SPECIAL MEETING OR THE BOZELL SPECIAL MEETING, AS THE CASE MAY BE.
On or about November 20, 1997, a complaint was filed by William Steiner (the
"Steiner Complaint") individually and on behalf of a putative class of the
public stockholders of True North in the Court of Chancery, New Castle County,
State of Delaware (Case No. 16042-NC) against True North and each member of
the True North Board other than the designee of Publicis Communication
("Publicis") on such Board (the "Publicis Designee"). The Steiner Complaint
alleges, among other things, that the members of the True North Board named as
defendants breached their fiduciary duties to True North stockholders by
determining not to enter into negotiations with Publicis in response to the
letter from Publicis to the True North Board dated November 10, 1997. See "THE
MERGER--Background of the Merger--Publicis Offer" in the Proxy
Statement/Prospectus. The Steiner Complaint seeks, among other things, to have
the individual defendants ordered to undertake an evaluation of True North's
alternatives and unspecified damages.
Management of True North believes that the claims asserted in the Steiner
Complaint are without merit and intends to vigorously defend such action.
On or about November 26, 1997, a complaint (the "Publicis Complaint") was
filed by Publicis in the United States District Court for the Northern
District of Illinois (Civil No. 97C8263) against True North and the members of
the True North Board (other than the Publicis Designee). The Publicis
Complaint claims, among other things, that members of the True North Board
named as defendants breached their fiduciary duties to True North stockholders
by allegedly impeding the effective exercise of the stockholder franchise in
connection with voting at the True North Special Meeting, by allegedly failing
to maximize stockholder value, by allegedly placing their own interests ahead
of stockholder interests and by allegedly taking unreasonable preemptive
defensive measures. The Publicis Complaint seeks, among other things, an
injunction to block the holding of the True North Special Meeting at which
True North stockholders are to vote on, among other things, the Agreement and
Plan of Merger dated July 30, 1997 (the "Merger Agreement") to which True
North and Bozell are parties, and unspecified damages.
Management of True North believes that the claims asserted in the Publicis
Complaint are without merit and have been asserted as a hostile attempt to
disrupt the merger contemplated by the Merger Agreement, and management
intends to vigorously defend against such action.
In True North's Notice of Special Meeting of Stockholders accompanying the
Proxy Statement/Prospectus sent to True North stockholders, the reference in
the first paragraph thereof to "December 23, 1997" as the date of the True
North Special Meeting should be to "December 30, 1997."
