<PAGE>
As filed with the Securities and Exchange Commission on December 5, 1997
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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 Rule 14a-11(c) or Rule 14a-12
TRUE NORTH COMMUNICATIONS INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) 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 of transaction 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:
[ ] Fee paid previously with preliminary 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:
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<PAGE>
[True North Logo]
Date: December 5, 1997
Contact: Susan Geanuleas, True North Communications: 312/425-6570
Ed Orgon, The Torrenzano Group: 212/681-1700 ext. 102
FOR IMMEDIATE RELEASE
TRUE NORTH ISSUES STATEMENT TO SHAREHOLDERS
REGARDING PUBLICIS OFFER
CHICAGO, IL.--True North Communications Inc. (NYSE: TNO) released to the press
today a letter addressed to True North stockholders from the True North Board,
urging stockholders "not to act hastily with respect to your investment in True
North, but to await the findings and conclusions of your Board to ensure that
your decision is fully informed."
A copy of the letter in its entirety is attached.
True North Communications Inc. is one of the leading global communications
companies, with operations in 69 countries. In 1996, its capitalized billings
exceeded $8.2 billion. True North brands include: Foote, Cone & Belding, the
largest advertising agency in North America; TN Technologies Inc.; and
Associated Communications Companies.
# # #
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[TRUE NORTH LOGO]
TRUE NORTH COMMUNICATIONS INC.
101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611-2897, USA PHONE 312-425-6500
FAX 312-425-5010
BRUCE MASON
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
December 5, 1997
Dear Stockholder:
Your Board of Directors and management wish to inform you of certain
recent developments concerning your investment in True North Communications Inc.
On December 4, 1997, Publicis S.A., a French company headed by Maurice
Levy, announced its intention to commence a tender offer to purchase
approximately 38% of your Company's outstanding shares at $28 per share.
Publicis is seeking to purchase only enough shares which, when added to the
shares it already owns, will give it a bare majority, and thus, control of your
Company and its Board of Directors. Publicis has indicated that its offer is a
"first step" in effecting a combination of its Publicis Communication and
Publicis Worldwide subsidiaries with True North. Although Publicis has stated
that it intends that each True North share retained by the public would have an
estimated post-combination value of $28, the number of True North shares that
would be issued to Publicis in the "second step" was not disclosed.
Your Board will carefully consider Publicis' offer and report its
recommendations to True North stockholders at the earliest practicable time, and
in any event within ten business days after the commencement of Publicis' offer.
In the meantime, you are urged not to act hastily with respect to your
investment in True North, but to await the finding and conclusions of your Board
to ensure that your decision is fully informed.
Publicis has also filed preliminary proxy materials with the
Securities and Exchange Commission indicating its intention to solicit
revocations and conditional proxies in an attempt to defeat True North's
previously announced merger with Bozell, Jacobs, Kenyon & Eckhardt, Inc.
You should know that, subject to your Board's review of the Publicis
offer, the Board has not withdrawn its endorsement of the Bozell merger. The
special meeting to approve the Bozell merger continues to be scheduled for
December 30, 1997, and all stockholders are encouraged to make sure their shares
are represented at this important meeting by completing, signing, dating and
mailing the enclosed proxy in the envelope provided. You are urged not to sign
any gold form of "revocation and conditional proxy" you may receive from
Publicis in its attempt to prevent the special meeting from being held.
<PAGE>
We will endeavor to keep you informed promptly of further significant
developments in this matter. Your interest and participation in the affairs of
your Company are sincerely appreciated.
On Behalf Of The Board Of Directors
Sincerely,
/s/ Bruce Mason
Bruce Mason
Chairman of the Board and
Chief Executive Officer
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If any of your shares are held in the name of a brokerage firm or bank, only it
can vote your shares and only upon receipt of your specific instructions.
Accordingly please sign, date and mail your proxy using the envelope provided by
your broker or bank.
If you have any questions or need assistance in voting your shares, please
contact D.F. King & Co., Inc., which is assisting your Company in this matter,
toll-free at 1-800-549-6650.
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