<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
Filed by a Party other than the Registrant [X]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
True North Communications Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Publicis S.A.
Publicis Communication
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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 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:
<PAGE> 2
PRELIMINARY COPY -- SUBJECT TO COMPLETION,
DATED DECEMBER 4, 1997
SOLICITATION OF REVOCATIONS AND CONDITIONAL PROXIES
IN CONNECTION WITH THE
SPECIAL MEETING OF SHAREHOLDERS
OF
TRUE NORTH COMMUNICATIONS INC.
------------------------
SOLICITATION STATEMENT
OF
PUBLICIS COMMUNICATION
------------------------
This Solicitation Statement and the GOLD Special Meeting revocation and
conditional proxy card are furnished by Publicis Communication, a French societe
anonyme, to shareholders of True North Communications Inc., a Delaware
corporation ("True North" or the "Company"), in connection with Publicis'
opposition to the solicitation of proxies by the Board of Directors of True
North (the "True North Board") to be used at the special meeting of shareholders
of True North to be held on December 30, 1997 at the time and place indicated in
the Joint Proxy Statement/Prospectus of True North and Bozell, Jacobs, Kenyon &
Eckhardt, Inc. ("Bozell"), dated November 26, 1997 (the "True North Proxy"), and
any adjournments or postponements thereof (the "Special Meeting") called by the
True North Board in connection with the proposed merger (the "Bozell Merger")
between True North and Bozell. When used in this Solicitation Statement, unless
the context otherwise requires, the term "Publicis" shall mean the group of
companies of which Publicis S.A. is the parent company, including Publicis
Communication and Publicis Worldwide.
Publicis now solicits your revocation and conditional proxy in opposition
to the Bozell Merger, and in opposition to the following related proposals: (i)
the issuance of shares of True North common stock, par value $0.33 1/3 per share
(the "Shares"), in connection with the Bozell Merger (the "Share Issuance"),
(ii) the amendment of the Amended and Restated Certificate of Incorporation of
the Company to increase the number of authorized Shares from 50,000,000 to
90,000,000 (the "Charter Amendment"), (iii) the election of additional directors
to the True North Board effective upon the consummation of the Bozell Merger
(the "Election of Directors"), and (iv) an amendment to the Company's stock
option plan to increase the number of Shares available for issuance thereunder
from 8,021,320 to 13,021,320 (the "Option Plan Amendment" and together with the
Share Issuance, the Charter Amendment and the Election of Directors, the
"Related Merger Proposals"). This Solicitation Statement is first being sent to
shareholders of True North ("Shareholders") on or about December 5, 1997. The
solicitation is being made by Publicis Communication and Publicis S.A. The
principal executive offices of True North are at 101 East Erie Street, Chicago,
Illinois 60611.
True North's By-laws provide that a quorum for the Special Meeting will
exist only if the holders of a majority of all the outstanding Shares are
present in person or by proxy. If a quorum is not present at the Special
Meeting, no business can be transacted at the Special Meeting other than an
adjournment of the Special Meeting. Publicis believes that depriving True North
of a quorum at the Special Meeting is the most effective means of defeating the
Bozell Merger and the Related Merger Proposals.
To ensure that a quorum is not constituted at the Special Meeting, Publicis
is soliciting revocations and conditional proxies. Publicis will not vote the
Shares represented by the conditional proxies set forth in the GOLD revocation
and conditional proxy cards, including the Publicis Shares, unless True North
claims, or Publicis believes, that there is a quorum present at the Special
Meeting. If True North does claim, or Publicis believes, that a quorum is
present at the Special Meeting, the proxy holders appointed on the GOLD
revocation and conditional proxy cards intend to vote the Shares represented
thereby, including the Publicis Shares, as indicated therein. If Publicis
disagrees with True North's claim that a quorum is present at the Special
Meeting (prior to the attendance at the Special Meeting of the proxy holders
appointed by the conditional proxies), Publicis reserves the right to dispute
such claim after its conditional proxies are voted under protest notwithstanding
such claim.
THESE ARE PRELIMINARY PROXY MATERIALS AND, IN ACCORDANCE WITH U.S. SECURITIES
LAWS, DO NOT INCLUDE A REVOCATION AND CONDITIONAL PROXY CARD. ONCE OUR PROXY
MATERIALS BECOME DEFINITIVE, YOU WILL RECEIVE ANOTHER COPY ALONG WITH OUR GOLD
REVOCATION AND CONDITIONAL PROXY CARD WHICH YOU CAN USE TO VOTE YOUR SHARES.
<PAGE> 3
INTRODUCTION
On December 4, 1997, Publicis announced its intention to commence a tender
offer to purchase 9,619,904 Shares or such greater number of Shares which, when
added to Shares beneficially owned by Publicis and its affiliates, constitute a
majority of the total number of Shares outstanding on a fully diluted basis
(assuming the exercise or conversion, as applicable, of all outstanding options,
rights and convertible securities (if any) and the issuance of all Shares that
the Company is obligated to issue) as of the Expiration Date (as defined below),
and unless and until Publicis declares that the Rights Condition (as defined
below) has been satisfied, the Series A Junior Preferred Stock Purchase Rights
(the "Rights") associated therewith issued pursuant to the Rights Agreement,
dated as of November 16, 1988 between the Company and Harris Trust and Savings
Bank, as Rights Agent (the "Rights Agreement"), at a price of $28 per Share (and
associated Right), net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions that will be set forth in an Offer to
Purchase (the "Offer to Purchase") and in a related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively will
constitute the "Offer"). At any time and from time to time after commencement of
the Offer, the period of time during which the Offer will be open may be
extended for any reason, and because the timing of the Offer and the Proposed
Publicis Combination (as defined below) are dependent on a variety of factors,
it is likely that the Offer could be extended beyond the original expiration
date. It is expected that the Offer will be scheduled to expire at 12:00
Midnight, New York City time, on or about January 8, 1998 (the "Expiration
Date").
The purpose of the Offer is to acquire a majority of the total number of
Shares outstanding on a fully diluted basis as the first step in consummating
the Proposed Publicis Combination. Publicis intends, as soon as practicable
following consummation of the Offer, to effect the Proposed Publicis
Combination. The purpose of the Proposed Publicis Combination is to contribute
to True North all of the advertising-related businesses owned directly and
indirectly by Publicis to create a unified company run by one successful
management team comprised of the most talented executives of Publicis and True
North.
In order to effect the Proposed Publicis Combination, Publicis will seek to
negotiate a business combination with True North pursuant to which, as soon as
practicable following consummation of the Offer, each of Publicis Communication
and Publicis Worldwide would be merged with and into True North with True North
being the surviving corporation (the "Proposed Publicis Combination"). Publicis
Communication and Publicis Worldwide own all of Publicis' global
advertising-related businesses. The outstanding capital stock of Publicis
Communication is owned 73.5% by Publicis and 26.5% by True North, and the
outstanding capital stock of Publicis Worldwide is owned 100% by Publicis. In
the Proposed Publicis Combination, (i) each Share that is issued and outstanding
immediately prior to the effective time of the Proposed Publicis Combination
would remain outstanding (other than the 4,658,000 Shares owned by Publicis
Communication, which would become treasury shares of True North and cease to be
outstanding) and (ii) the issued and outstanding shares of capital stock of
Publicis Communication and Publicis Worldwide (other than the shares of capital
stock of Publicis Communication held by True North, which shares shall be
canceled by operation of the merger) would be converted into Shares. Following
the consummation of the Proposed Publicis Combination, Publicis expects that the
Shares would continue to be listed on the New York Stock Exchange, Inc. The
exchange ratio for the Shares to be issued to Publicis in the Proposed Publicis
Combination is intended to yield a post-merger common equity valuation of the
Company of $28 per Share.
The strategic purpose of the Proposed Publicis Combination is to
consolidate True North's and Publicis' worldwide advertising agency networks
within one corporate structure under the general control of one management. The
Offer will be contingent upon, among other things, an agreement being entered
into between True North and Publicis that would provide for the Proposed
Publicis Combination.
Publicis is committed to giving all the Shareholders the opportunity to
receive the consideration for their Shares contemplated by the Offer and the
Proposed Publicis Combination. Publicis believes that the Offer and the Proposed
Publicis Combination represent value for True North's shareholders superior to
that offered by the Bozell Merger. As True North's largest Shareholder, Publicis
is committed to maximizing the value of the Shareholders' investment in the
Company. Therefore, even if the Offer and the Proposed Publicis Combination
cannot be consummated because the True North Board refuses to meet or negotiate
with Publicis,
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Publicis intends to demand that the True North Board solicit competing proposals
to acquire True North. Publicis currently intends (if the Offer and the Proposed
Publicis Combination are not consummated) to participate in such an auction for
True North by making an offer for the Company at least equal in value to that
contemplated by the Offer and the Proposed Publicis Combination. Additionally,
if another bidder in such an auction makes an offer for True North with superior
terms to those of Publicis' final offer for the Company, Publicis intends to
support such an offer.
In the event that the True North Board refuses to pursue such an auction,
Publicis may solicit proxies in opposition to the True North Board at the annual
meeting of stockholders of True North, to be held in 1998.
THIS PROXY STATEMENT IS NEITHER A REQUEST FOR THE TENDER OF SHARES NOR AN
OFFER WITH RESPECT THERETO. THE OFFER WILL BE MADE BY MEANS OF THE OFFER TO
PURCHASE AND THE RELATED LETTER OF TRANSMITTAL.
IN ORDER TO FACILITATE THE OFFER AND THE PROPOSED PUBLICIS COMBINATION OR, IN
THE ALTERNATIVE, THE SALE OF THE COMPANY TO THE HIGHEST BIDDER, PUBLICIS IS
SOLICITING REVOCATIONS AND CONDITIONAL PROXIES IN OPPOSITION TO THE BOZELL
MERGER AND THE RELATED MERGER PROPOSALS. PUBLICIS URGES THAT YOU NOT SIGN ANY
PROXY CARD SENT TO YOU BY TRUE NORTH. WHETHER OR NOT YOU HAVE PREVIOUSLY SIGNED
A PROXY CARD SENT TO YOU BY TRUE NORTH, PUBLICIS URGES YOU TO SIGN, DATE AND
RETURN THE GOLD REVOCATION AND CONDITIONAL PROXY CARD AS SOON AS POSSIBLE.
------------------------
IMPORTANT
THERE CAN BE NO ASSURANCE THAT THE SUCCESSFUL OPPOSITION TO THE BOZELL
MERGER AND THE RELATED MERGER PROPOSALS WILL LEAD TO THE CONSUMMATION OF THE
OFFER AND THE PROPOSED PUBLICIS COMBINATION. SEE "THE OFFER AND THE PROPOSED
PUBLICIS COMBINATION."
IMPORTANT NOTE: If you hold your Shares in the name of one or more
brokerage firms, banks or nominees, only they can exercise voting rights with
respect to your Shares and only upon receipt of your specific instructions.
Accordingly, it is critical that you promptly contact the person responsible for
your account and give instructions to sign, date and mail the GOLD revocation
and conditional proxy card representing your Shares. Publicis urges you to
confirm in writing your instructions to the person responsible for your account
and provide a copy of those instructions to Publicis in care of MacKenzie
Partners, Inc. ("MacKenzie") who is assisting in this solicitation, at the
address set forth on the back cover of this Solicitation Statement, so that
Publicis will be aware of all instructions and can attempt to ensure that such
instructions are followed.
------------------------
REASONS FOR THE SOLICITATION
On July 31, 1997, True North announced that True North and Cherokee
Acquisition Corporation, a wholly owned subsidiary of True North had entered
into an Agreement and Plan of Merger, dated July 30, 1997 (the "Bozell Merger
Agreement"), with Bozell under which True North has proposed to acquire Bozell
in exchange for the issuance to Bozell shareholders of 18,627,141 Shares.
Publicis believes that the Bozell Merger is contrary to the best interests of
the Shareholders, of which Publicis is by far the largest, holding 18.4% of the
Shares.
On November 10, 1997, Publicis proposed a business combination between
Publicis and True North under which each Share would be valued at $28 and which
Publicis believed would result in significantly increased shareholder value.
That proposal was summarily rejected by the True North Board, which refused to
meet with Publicis or to seriously consider Publicis' proposed alternative to
the Bozell Merger. As a result of the True North Board's refusal to negotiate,
Publicis has announced its intention to commence the Offer and put forth the
Proposed Publicis Combination.
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THE PURPOSE OF THIS PROXY SOLICITATION IS TO STOP THE BOZELL MERGER AND TO
FACILITATE THE OFFER AND THE PROPOSED PUBLICIS COMBINATION OR, IN THE
ALTERNATIVE, THE SALE OF THE COMPANY TO THE HIGHEST BIDDER. PUBLICIS IS
SOLICITING REVOCATIONS AND CONDITIONAL PROXIES IN OPPOSITION TO THE BOZELL
MERGER AND THE RELATED MERGER PROPOSALS AND URGES ALL TRUE NORTH STOCKHOLDERS TO
OPPOSE THE BOZELL MERGER AND THE RELATED MERGER PROPOSALS. THE TERMINATION OF
THE BOZELL MERGER AGREEMENT WILL BE A CONDITION TO THE CONSUMMATION OF THE
OFFER, AND COMPLETION OF THE BOZELL MERGER WOULD RESULT IN PUBLICIS WITHDRAWING
THE OFFER AND THE PROPOSED PUBLICIS COMBINATION.
Publicis believes that the Bozell Merger significantly overvalues Bozell
and that it undervalues True North. The information in the True North Proxy
indicates that True North is paying too high a price for a deal that does
nothing to address True North's basic strategic weakness: the lack of an
international presence. True North's proposed Bozell Merger fails to address
this basic flaw, and instead devotes additional resources to expanding its
already significant presence in the domestic market. Further, by undervaluing
True North and over-valuing Bozell, True North proposes to pay dearly for this
unnecessary acquisition. In addition to overpaying for Bozell, the True North
Proxy also states that True North expects to take a charge against earnings for
the Bozell Merger of between $80 and $120 million on a pre-tax basis, causing
the Company effectively to pay even more for Bozell.
True North's failure to establish a global network is a fundamental
shortcoming in its ability to compete successfully in global markets. As global
marketers have increasingly demanded worldwide coverage, True North has
continued to focus on the United States and, as a result, Publicis believes that
True North has placed itself at a significant competitive disadvantage to its
global competitors. The Offer and the Proposed Publicis Combination directly
address True North's weakness by providing access to the type of integrated
global network that today's international advertisers demand.
The combined Publicis/True North entity would be a creative, powerful
presence in most of the world's significant markets. Publicis believes that the
resulting international network would be a market leader in both the United
States and Europe with tremendous opportunities for growth around the world and
that the strategic benefits of the Proposed Publicis Combination are undeniable
and far superior to the Bozell Merger, which ignores the imperatives of True
North's businesses and dissipates Shareholder value in an unnecessary
transaction.
Although Publicis recognizes that it has had disagreements in the past with
True North, those disagreements have been limited to disagreements with senior
management at the holding company level concerning corporate policy. Publicis
believes that its relations with operational and creative personnel at Foote,
Cone & Belding, True North's principal operating unit, have always been
excellent. Publicis believes that the mutual interests of both companies'
shareholders now require that the differences of senior management be set aside
and that the parties work together to maximize stockholder value. The Proposed
Publicis Combination contemplates the consolidation of True North and Publicis
under one management. In this way, the combined entity will have the tremendous
advantage of a strong U.S. and international network, as today's market
requires. This structure avoids, however, the difficulties inherent in the joint
venture, formed by True North and Publicis in 1989, in which the two companies
combined certain of their European operations, which did not achieve its
potential because it lacked a clear chain of command and a fully integrated
structure.
Successful opposition to the Bozell Merger and the Related Merger Proposals
will not assure the consummation of the Offer and the Proposed Publicis
Combination. See "THE OFFER AND THE PROPOSED PUBLICIS COMBINATION" for a
discussion of the conditions to the Offer and the Proposed Publicis Combination.
REASONS TO OPPOSE THE BOZELL MERGER
AND THE RELATED MERGER PROPOSALS
Publicis believes that together the Offer and the Proposed Publicis
Combination are superior to the Bozell Merger. The $28 per share to be paid by
Publicis in the Offer represents a 20% premium over the public
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market price of the shares on the day prior to Publicis' announcement of its
November 10th proposal to True North. In addition, Publicis has valued the
Proposed Publicis Combination in a manner which it believes will create $28 of
value for each Share upon consummation.
By opposing the Bozell Merger and the Related Merger Proposals, the
Shareholders can demonstrate their support for the Offer and the Proposed
Publicis Combination, or, in the alternative, the sale of the Company to the
highest bidder. Publicis believes that Shareholders should have the right to
decide for themselves which transaction best serves their interests.
OBSTACLES TO THE OFFER
There are a number of obstacles to consummation of the Offer, including the
Rights Agreement and certain provisions of Delaware law restricting business
combinations not approved by the Board. In addition, termination of the Bozell
Merger Agreement will be a condition to the consummation of the Offer. There can
be no assurance that the rejection of the Bozell Merger will necessarily lead to
the consummation of the Offer and the Proposed Publicis Combination. See "THE
OFFER AND THE PROPOSED PUBLICIS COMBINATION."
In the Bozell Merger Agreement, the Company has agreed to pay Bozell a
breakup fee of $15 million. If the Bozell Merger Agreement is rejected by the
Shareholders, the Bozell Merger Agreement may require the payment of such fee by
the Company.
RIGHTS AGREEMENT
Pursuant to the Rights Agreement, each holder of an outstanding Share has
received one Right entitling the holder thereof to purchase from the Company, at
a price of $42.50, subject to adjustment (the "True North Purchase Price"), one
two-thousandth of a share of True North Series A Junior Participating Preferred
Stock ("True North Series A Preferred Stock").
Until the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a True North related entity and
except for Publicis or any affiliate of Publicis unless Publicis shall become
the beneficial owner of 25% (the "Publicis Threshold") or more of the
outstanding Shares) has become the beneficial owner of 20% or more of the
outstanding Shares (an "Acquiring Person") or (ii) 10 business days (unless
extended by the True North Board in accordance with the Rights Agreement) after
the commencement of, or the first public announcement of the intention to make,
a tender or exchange offer the consummation of which would result in any person
or group (other than a True North related entity) becoming the beneficial owner
of 30% or more of the outstanding Shares (the earlier of the dates specified in
clause (i) and (ii) being the "Distribution Date"), the Rights will be evidenced
by certificates representing the Shares, will be transferable only with the
Shares and will not be exercisable. Pursuant to its Agreement with Publicis,
True North may not lower the Publicis Threshold to below 22%. After the
Distribution Date, the Rights become exercisable, and separate certificates
evidencing the Rights will be mailed to the registered holders of outstanding
Shares. Such separate certificates will thereafter constitute the sole evidence
of the Rights.
After the Rights become exercisable, in the event that any person or group
(other than a True North related entity) becomes the beneficial owner of 30% or
more of the outstanding Shares (unless such person or group becomes the owner of
85% or more of the outstanding Shares through a cash tender offer for all of the
outstanding Shares), or in the event that True North is the surviving
corporation in a merger with an Acquiring Person or affiliate or associate
thereof and the Shares are not changed or exchanged, or in the event that the
Acquiring Person engages in certain self-dealing transactions specified in the
Rights Agreement, proper provision will be made so that each registered holder
of a Right will thereafter have the right to receive, upon the exercise thereof
at a price equal to the then current True North Purchase Price multiplied by the
number of one two-thousandths of a share of True North Series A Preferred Stock
for which a Right is then exercisable, the number of Shares having a market
value of two times such price. After the occurrence of the event described in
the preceding sentence, all Rights which are, or under circumstances specified
in the Rights Agreement were, beneficially owned by such person or group will be
void. In addition, after the Rights become
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exercisable, if True North is acquired in a merger or other business combination
or if 50% or more of True North's assets or earning power are sold or
transferred, proper provision will be made so that each registered holder of a
Right (except Rights which have become void) will thereafter have the right to
receive, upon the exercise thereof at a price equal to the then current True
North Purchase Price multiplied by the number of one two-thousandths of a share
of True North Series A Preferred Stock for which a Right is then exercisable,
the number of common shares of the acquiring company which at the time of such
transaction will have a market value of two times such price.
Under certain circumstances, True North may redeem the Rights, in whole,
but not in part, at a price of $.005 per Right or exchange the Rights (except
Rights which have become void), in whole or in part, at an exchange ratio of one
Share per Right, in each case subject to adjustment. The Rights will expire on
November 28, 1998, unless earlier redeemed or exchanged or unless such
expiration date is extended by the True North Board.
As a condition to the consummation of the Offer, Publicis must be satisfied
in its sole discretion that the Rights Condition has been satisfied. See, "THE
OFFER AND THE PROPOSED PUBLICIS COMBINATION."
PROPOSALS TO BE CONSIDERED AT THE SPECIAL MEETING
At the Special Meeting, the Shareholders will be asked to vote on the
Bozell Merger and adoption of the Bozell Merger Agreement and the Related Merger
Proposals: the Share Issuance, the Charter Amendment, the Election of Directors
and the Option Plan Amendment. Publicis urges you to oppose the Bozell Merger
and the Related Merger Proposals. According to the True North Proxy, approval of
each of the Bozell Merger, the Bozell Merger Agreement and the Charter Amendment
will require the affirmative vote of a majority of the outstanding Shares
entitled to vote thereon. Approval of each of the Share Issuance and the Stock
Option Plan Amendment will require the affirmative vote of a majority of the
votes cast on such proposal provided that the total number of votes cast on the
applicable proposal represents more than 50% of the outstanding shares of True
North common stock entitled to vote thereon at the Special Meeting. Directors
are elected by a plurality of votes cast. Abstentions and Broker non-votes will
count as votes against the approval of the Bozell Merger and the adoption of the
Bozell Merger Agreement and the Charter Amendment. Abstentions and broker
non-votes will have no effect on the outcome of the vote on Share Issuance and
the Stock Option Plan Amendment.
True North's By-laws provide that a quorum for the Special Meeting will
exist only if the holders of a majority of all the outstanding Shares are
present in person or by proxy. If a quorum is not present at the Special
Meeting, no business can be transacted at the Special Meeting other than an
adjournment of the Special Meeting. Publicis believes that depriving True North
of a quorum at the Special Meeting is the most effective means of defeating the
Bozell Merger and the Related Merger Proposals.
To ensure that a quorum is not constituted at the Special Meeting, Publicis
is soliciting revocations and conditional proxies. Publicis will not vote the
Shares represented by the conditional proxies set forth in the GOLD revocation
and conditional proxy cards, including the Publicis Shares, unless True North
claims, or Publicis believes, that there is a quorum present at the Special
Meeting. If True North does claim, or Publicis believes, that a quorum is
present at the Special Meeting, the proxy holders appointed on the GOLD
revocation and conditional proxy cards intend to vote the Shares represented
thereby, including the Publicis Shares, as indicated therein. If Publicis
disagrees with True North's claim that a quorum is present at the Special
Meeting (prior to the attendance at the Special Meeting of the proxy holders
appointed by conditional proxies), Publicis reserves the right to dispute such
claim after its conditional proxies are voted under protest notwithstanding such
claim.
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TO ASSURE THAT THE SHAREHOLDERS HAVE THE OPPORTUNITY TO CHOOSE PUBLICIS'
SUPERIOR TRANSACTION, OR, IN THE ALTERNATIVE, THE SALE OF THE COMPANY TO THE
HIGHEST BIDDER. PUBLICIS NOW SOLICITS YOUR REVOCATION AND CONDITIONAL PROXIES IN
OPPOSITION TO THE BOZELL MERGER AND THE RELATED MERGER PROPOSALS. If the Bozell
Merger is approved at the Special Meeting, the Shareholders will be denied the
opportunity presented by the Offer and the Proposed Publicis Combination because
completion of the Bozell Merger would result in Publicis withdrawing the Offer
and the Proposed Publicis Combination. In order to preserve the opportunity of
realizing the benefits of combining Publicis' advertising businesses with those
of True North or, in the alternative, a sale of the Company to the highest
bidder and to maximize the short- and long-term value of your investment in True
North, you are urged to oppose the Bozell Merger and the Related Merger
Proposals.
The True North Proxy contains certain factual information about True North
and Bozell, the Bozell Merger and the Related Merger Proposals. The Shareholders
are urged to read carefully the True North Proxy. The information concerning the
Bozell Merger and the Related Merger Proposals contained herein has been taken
from or based upon the True North Proxy and other publicly available documents
on file with the Securities and Exchange Commission (the "Commission") and other
publicly available information. Although Publicis has no knowledge that would
indicate that statements regarding the Bozell Merger and the Related Merger
Proposals contained in this Solicitation Statement in reliance on such publicly
available information are inaccurate or incomplete, Publicis has not had access
to the books and records of True North, has not been involved in the preparation
of such publicly available information and is not in a position to verify any
such information. Accordingly, Publicis takes no responsibility for any failure
by True North to disclose events that may have occurred and may affect the
significance or accuracy of any such information.
PUBLICIS URGES YOU TO
OPPOSE THE BOZELL MERGER AND
THE RELATED MERGER PROPOSALS
PLEASE SUPPORT PUBLICIS' EFFORTS TO PRESERVE THE OPPORTUNITY FOR TRUE NORTH
SHAREHOLDERS TO REALIZE THE BENEFITS OF PUBLICIS' SUPERIOR PROPOSAL OR TO
OTHERWISE MAXIMIZE SHAREHOLDER VALUE THROUGH THE SALE OF THE COMPANY TO THE
HIGHEST BIDDER. YOU ARE URGED TO OPPOSE THE BOZELL MERGER AND THE RELATED MERGER
PROPOSALS BY PROMPTLY SIGNING, DATING AND MAILING THE GOLD REVOCATION AND
CONDITIONAL PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
ONLY YOUR LATEST-DATED PROXY OR REVOCATION AND CONDITIONAL PROXY WILL COUNT
AT THE SPECIAL MEETING, THEREFORE, DO NOT SIGN ANY PROXY THAT TRUE NORTH
MANAGEMENT MAY DELIVER TO YOU. IF YOU HAVE ALREADY SENT A PROXY TO THE TRUE
NORTH BOARD, YOU MAY REVOKE THAT PROXY AND OPPOSE THE BOZELL MERGER AND THE
RELATED MERGER PROPOSALS BY SIGNING, DATING AND MAILING THE GOLD REVOCATION AND
CONDITIONAL PROXY CARD.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
If you have any questions concerning this Solicitation Statement or need
assistance in voting your Shares feel free to call our proxy solicitor,
MacKenzie Partners, Inc. toll-free at (800) 322-2885.
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BACKGROUND AND RECENT EVENTS
In 1989, Publicis and True North formed a joint venture in which the two
companies combined certain of their European operations. As part of the
formation of the joint venture, the parties also became shareholders of one
another. Publicis Communication became a 20% shareholder of True North, and True
North became a 26% shareholder of Publicis Communication.
In the years following the formation of the Publicis/True North joint
venture, the parties had significant disagreements concerning the nature and
scope of their joint efforts. During the period of September 1994 through May
1997, True North and Publicis were involved in international arbitration
proceedings concerning their European joint venture. The parties alleged that
each had breached certain provisions of their agreements, and, in February 1995,
Publicis rescinded the master agreement governing the parties' arrangements.
Throughout the period of their dispute, directors and senior management of
both Publicis and True North met to discuss various aspects of the parties'
disagreements, and, in November 1995, Maurice Levy, the Chief Executive Officer
of Publicis presented to the True North Board a proposal to merge the two
companies' advertising businesses. No substantive merger discussions between the
parties followed that presentation.
During 1996, Publicis and True North at various times held discussions and
exchanged correspondence concerning the parties' joint venture and the
possibility of unwinding the parties' cross-shareholdings or merging the two
companies. In December 1996, Mr. Levy held a meeting in New York City with Bruce
Mason, the Chairman and Chief Executive Officer of True North, at which they
discussed in detail the terms of an unwind of the parties' joint venture.
In February 1997, True North and Publicis announced the settlement of their
disputes and executed a binding Memorandum of Agreement which provided for the
dissolution of the joint venture, the transfer of certain agencies to each of
the parties and the cross-shareholdings which exist as of the date of this
Solicitation Statement. The Memorandum of Agreement contemplated the negotiation
and signing of definitive agreements, which were executed on May 19, 1997. Those
agreements are referred to herein as the "May 1997 Agreements" and are described
herein under the caption "CERTAIN CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE SECURITIES OF THE COMPANY TO WHICH PUBLICIS IS AND HAS BEEN A
PARTY WITHIN THE PAST YEAR." After consummation of the transactions contemplated
by the May 1997 Agreements, Publicis Communication remained an 18.5% owner of
True North and True North became a 26.5% owner of Publicis Communication.
On July 31, 1997, True North announced the Bozell Merger. True North's
largest stockholder, Publicis, was not consulted with respect to the Bozell
Merger, and, since the July announcement, neither Publicis nor the other
stockholders of True North had been provided with detailed information with
respect to the Bozell Merger until the dissemination of the True North Proxy on
December 1, 1997.
On November 10, 1997, Publicis sent the following letter to the True North
Board:
Board of Directors
True North Communications
101 East Erie Street
Chicago, IL 60611
USA
Members of the Board:
Publicis was disappointed in August when we learned of True
North's agreement to merge with Bozell. Publicis believes that True
North's transaction with Bozell is contrary to the best interests of
True North's stockholders, of which Publicis is by far the largest
with 18.5% of True North's common stock. The acquisition does not
solve True North's fundamental strategic weakness, which has been its
failure to establish a global presence. Bozell is primarily a
U.S.-based business with a weak international presence, and Publicis
believes that its acquisition by True North will compound, rather than
solve, True North's strategic weaknesses. As global marketers have
increasingly demanded worldwide coverage, True North has continued to
focus on its U.S. business and as a result, we believe that True North
now finds itself at a significant competitive disadvantage. In short,
True North's proposed acquisition of Bozell does nothing to solve
these problems, and we believe
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<PAGE> 10
(based on the limited information that has been made available to date)
that the price to be paid for Bozell significantly exceeds the value of
Bozell's business. For these reasons, Publicis intends to oppose and vote
against the merger of Bozell and True North.
As many of you know, Publicis has for some time believed that a
combination of Publicis Communication's businesses with those of True
North would create a powerful global presence with tremendous
opportunities for growth. In November 1995, I made a presentation to
the Board of True North in which the significant benefits of combining
our two networks were clearly outlined. We at Publicis continue to
believe that a merger between Publicis Communication and True North is
in the best interests of both True North's and Publicis' stockholders
and their respective clients and employees.
Merging our two companies' networks would create a combined
entity with a very strong and creative presence in most of the world's
significant markets, enabling us to deliver a complete range of
services to global clients. Combining Publicis Communication and True
North solves True North's fundamental strategic weakness by adding a
strong international network which is a market leader in Europe.
Although our two companies have had disagreements in the past, the
mutual interests of our respective stockholders require us to put
those differences aside and to work together to maximize the values
that can be achieved by combining True North's and Publicis
Communication's businesses.
After considering our options and reviewing the information that
is available to us, we have concluded that the strategic advantages of
a Publicis Communication/True North combination are too compelling for
Publicis to ignore. Accordingly, I am writing to inform you that
Publicis is prepared to propose a business combination between
Publicis Communication and True North in which each outstanding share
of True North would be valued at US$28. Publicis is prepared to
discuss with True North and its representatives the details of our
proposal, including the cash and stock components of our US$28
valuation. We are ready to meet with the Board and its advisors to
present our plans and to discuss transaction structures which maximize
value for both True North's and Publicis' stockholders.
As I have repeatedly indicated to this Board and to senior
management of True North, a combination of Publicis Communication and
True North would be a strategically perfect fit. The two companies
would represent a worldwide structure, better able to serve current
clients and ideally positioned to offer the full range of services
that today's global marketers expect. Publicis is prepared to discuss
with you as soon as possible business combination transactions which
would, we believe, create significantly greater short- and long-term
value for True North's stockholders than your current merger with
Bozell. We are prepared to leave our past disagreements behind us in
order to pursue this opportunity, and we urge you to do the same for
the benefit of the stockholders of both of our companies.
We hope that you will view our proposal as we do -- a unique
opportunity for the stockholders of True North to maximize the value
of their shares. The strategic benefits of the combination are
undeniable and, we believe, far superior to the Bozell transaction
which ignores the strategic imperatives of our respective businesses.
We would be willing to meet with you and your advisors at your
earliest convenience to discuss our proposal and to answer any
questions you may have. Our preferred course would be to negotiate a
transaction that can be presented to our respective stockholders and
clients as the amicable and joint effort of Publicis, True North and
each of the companies' Boards of Directors and senior management.
I hope that each of you will give our proposal serious
consideration, and I look forward to your reply. We stand ready to
meet with the Board to present our plans.
Very truly yours,
Maurice Levy
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<PAGE> 11
Publicis' proposal contemplates the consolidation of True North and
Publicis under one management. See "INTRODUCTION" and "THE OFFER AND THE
PROPOSED PUBLICIS COMBINATION." In this way, the combined entity will have the
tremendous advantage of a strong U.S. and international network, as today's
market requires. This structure avoids, however, the difficulties inherent in
the joint venture, which did not achieve its potential because it lacked a clear
chain of command and a fully integrated structure.
The Company did not disclose Publicis' letter or the prior Publicis
overture to merge to the public. Instead, the Company--perhaps recognizing that
Publicis' opposition and counter-offer would seriously threaten the Bozell
Merger--hastily set a record date for the Special Meeting (the date used to
determine who is entitled to vote at the Special Meeting) without giving
adequate prior notice to the Shareholders. Without revealing to the New York
Stock Exchange or to the public the highly material information that it had
received from Publicis, the Company set a record date of Tuesday, November 18,
1997. Because trades of securities take three business days to settle, Publicis
believes that every shareholder who purchased Shares after Thursday, November
13, 1997--including persons who purchased at the higher prices that prevailed
after the public announcement of Publicis' opposition and counter-proposal--has
been disenfranchised.
The True North Board met on November 12, 1997 at a regularly scheduled
meeting. The True North Board did not, however, respond to the Publicis letter
and, instead, remained silent. After a week without any response to its offer,
on November 17, 1997, Publicis publicly released the text of its November 10,
1997 letter.
Also on November 17, 1997, True North filed a complaint in the Delaware
Court of Chancery against Publicis and its parent company, Publicis S.A. and
issued the following press release:
True North Files for Injunction
Chicago, IL -- True North Communications Inc. (TNO) disclosed that it
filed, in Delaware Chancery Court, a request for a preliminary
injunction against Publicis Communication to provide customary
historical financial documentation it is contractually obligated to
give to True North under the terms of the settlement agreement, dated
May 19, 1997, that dissolved the alliance between True North and
Publicis.
This financial documentation will be part of the historical
information supplied to the SEC in regard to True North's intended
acquisition of Bozell, Jacobs, Kenyon & Eckhardt. In the May 19, 1997
settlement agreement Publicis and True North contractually committed
to cooperate with each other in such transactions.
By its lawsuit, True North sought to enjoin Publicis to instruct its
accountants, Mazars & Guerard, to deliver to True North all the documents,
comments and information requested by True North in order to obtain the
Commission's approval of the True North Proxy. Publicis disputed both the
underlying factual allegations of the lawsuit as well as True North's claim to
relief. Nonetheless, in order to defuse any miscommunication, shortly after
receiving True North's papers containing this request, Publicis expedited the
process of providing certain routine accounting information to True North.
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<PAGE> 12
During the course of the day on November 17, 1997 and in response to the
Publicis announcement of its November 10, 1997 letter, the trading price of the
Shares on the New York Stock Exchange rose to $26 (from 23 3/8 at the close on
November 16, 1997). After the close of trading on November 17, 1997, True North
issued the following response to Publicis' November 10, 1997 merger proposal:
Mr. Maurice Levy
Publicis
133 Champs-Elysees
75008 Paris
France
Dear Maurice:
The Board of Directors of True North considered your unsolicited
letter dated November 10, 1997 at our regularly scheduled board
meeting held on November 12. Your letter was discussed at length and
the Board had the benefit of counsel from its legal and financial
advisors -- Sidley & Austin and Morgan Stanley. We have been asked by
the Board to respond to your letter.
The Board unanimously (with Ali Wambold, your Publicis designee,
recusing himself and Mike Murphy absent due to illness) resolved to
decline your invitation to meet to discuss the transaction which you
are prepared to propose. Among other things:
- The Board reaffirmed its desire to pursue the pending merger
transaction with BJK&E (Bozell) because we feel it is in the
best interests of our shareholders.
- As best as the Board can understand the financial terms of
your letter, they are not materially different from other
strategic alternatives which the Board has explicitly
considered and turned down in the past.
- The Board believes it is unrealistic to ignore a decade of
difficulties between our two companies, which (if they were to
persist) would directly and adversely affect the value of any
combination you propose, and further believes any such
combination could cause significant fallout of key clients and
key employees.
- The Board concluded after being advised by counsel that your
letter does not provide a basis which would allow us, in
keeping with our contractual obligations to Bozell, to engage
in discussions.
- The Board has been advised that your letter stating that you
are prepared to make a proposal would require significant
discussion and time to define and execute, thereby
significantly jeopardizing our timetable for other
considerations.
The Board remains committed to the Bozell deal and must point out
that our progress in moving toward closing it is being delayed by lack
of responsiveness from Publicis in providing the information it is
contractually required to provide for our SEC filing. While Publicis
is obviously free to vote in any manner it chooses, we urge that it
carefully, fully and promptly comply with its obligations under the
May 19, 1997 Agreement wherein it promised to take reasonably
requested action in support of a True North acquisition. We believe
that, when Publicis reviews the information contained in the proxy
statement, it will ultimately conclude that the True North/Bozell
transaction will benefit the existing stockholders.
Very truly yours,
Bruce Mason
Rick Braddock
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<PAGE> 13
On November 18, 1997, Publicis issued the following press release:
Publicis Responds to True North's Rejection of Its Proposal
Paris, November 18, 1997--Publicis S.A. announced today that it
was disappointed by the response it had received from the Board of
Directors of True North Communications Inc. to Publicis' letter of
November 10.
Publicis continues to believe that its proposal for a business
combination with True North, which would value each True North share
at US$28, is financially and strategically superior to the pending
Bozell transaction. Publicis reiterated its opposition to the Bozell
merger and reaffirmed its intention to vote its True North shares
against the transaction.
In light of the True North's Board's summary rejection of the
Publicis offer, Publicis is considering all options available to it to
enable the stockholders of True North to realize the full value of
their investment.
Publicis believes that the True North Board's rejection of the Publicis
proposal constitutes a breach of its fiduciary duties to the True North
stockholders. The True North Board has not seriously considered Publicis'
proposal, but instead has chosen to hide behind an inferior deal. In disregard
of the Shareholders' interests, the Bozell Merger serves only to further
entrench existing senior management of True North. The points listed in True
North's November 17, 1997 letter to Publicis demonstrate that, rather than give
serious and honest consideration to Publicis' proposal, the True North Board
summarily dismissed the proposal to the detriment of all the Shareholders:
- THE TRUE NORTH BOARD'S REAFFIRMATION OF ITS DESIRE TO PURSUE THE BOZELL
MERGER "BECAUSE [THEY] FEEL IT IS IN THE BEST INTERESTS OF SHAREHOLDERS"
IGNORES THE STRATEGIC IMPERATIVES OF THE ADVERTISING BUSINESS BY
UNNECESSARILY BOLSTERING AN ALREADY STRONG U.S. PRESENCE. What True North
needs in order to serve today's global marketers is a competitive
worldwide network that can deliver the full range of services that
international clients expect. The Bozell Merger does nothing to achieve
this essential goal.
- THE TRUE NORTH BOARD'S INABILITY TO UNDERSTAND THE TERMS OF THE PUBLICIS
PROPOSAL IS NOT SURPRISING GIVEN THE FACT THAT TRUE NORTH HAS REFUSED TO
MEET WITH PUBLICIS AND ITS ADVISORS TO DISCUSS THE PROPOSAL. How can the
True North Board conclude that the Publicis offer is "not materially
different from other strategic alternatives which the Board has
explicitly considered and turned down in the past" when it refuses to
allow Publicis to clarify its proposal in face-to-face meetings?
- THE ISSUE OF THE "DECADE OF DIFFICULTIES BETWEEN OUR TWO COMPANIES" IS
ONE THAT PUBLICIS IS READY, WILLING AND ABLE TO PUT ASIDE IN ORDER TO
CREATE A COMPETITIVE GLOBAL AGENCY THAT WILL MAXIMIZE VALUE FOR THE
OWNERS OF BOTH COMPANIES. Publicis does not believe that any of the
disagreements the parties have had in the past will persist after the
consummation of the Proposed Publicis Combination. Quite to the contrary,
Publicis believes that the Proposed Publicis Combination will be greeted
with enthusiasm by existing clients and key employees of Publicis and
Foote, Cone & Belding, True North's principal operating unit, who will be
among the many beneficiaries of the new global network. Despite the
differences between the Publicis and True North senior management,
Publicis believes that its relations with operational and creative
personnel at Foote, Cone & Belding have always been excellent.
- THE TRUE NORTH BOARD'S CONCLUSION THAT THE PUBLICIS PROPOSAL DOES NOT
PROVIDE A BASIS WHICH WOULD ALLOW TRUE NORTH, IN KEEPING WITH ITS
CONTRACTUAL OBLIGATIONS TO BOZELL, TO ENGAGE IN DISCUSSIONS APPEARS TO
CONTRADICT FUNDAMENTAL PRINCIPLES OF FIDUCIARY RESPONSIBILITY UNDER
DELAWARE LAW. The assertion that the Bozell Merger Agreement does not
permit True North to discuss Publicis' higher offer, constitutes an
abdication by the True North Board of its basic fiduciary duties.
Publicis believes that certain provisions of the Bozell Merger Agreement
limiting True North's ability to discuss the Publicis proposal with
Publicis are highly unusual and not enforceable under applicable law and
is seeking to invalidate such provisions. Even if the provisions of the
Bozell Merger Agreement were held to be enforceable as a matter of
Delaware law, by opposing the Bozell Merger, the True North
12
<PAGE> 14
shareholders are free to repudiate the Bozell Merger Agreement and thereby
permit the True North Board to enter into negotiations with Publicis.
- THE TRUE NORTH BOARD'S STATED CONCERN THAT THE PUBLICIS PROPOSAL "WOULD
REQUIRE SIGNIFICANT DISCUSSION AND TIME TO DEFINE AND EXECUTE, THEREBY
SIGNIFICANTLY JEOPARDIZING OUR TIMETABLE FOR OTHER CONSIDERATIONS" IS
WITHOUT ANY BASIS IN FACT. Publicis was prepared to move immediately and
expeditiously to finalize the terms of a negotiated business combination
between True North and Publicis and is now prepared to consummate
expeditiously the Offer and the Proposed Publicis Combination. True
North's assertion that an unspecified "timetable" for supposed "other
considerations" would be jeopardized is as transparent as it is evasive.
On November 21, 1997, William D. Perez, the President and Chief Executive
Officer of S.C. Johnson & Son, Inc. (a privately-held consumer products company
and a client of both True North and Publicis), wrote a letter to Maurice Levy
concerning Publicis' November 10 proposal. In his letter, Mr. Perez expressed
support for senior management of True North and advised Mr. Levy that the S.C.
Johnson account might not stay with True North following a change of control of
True North. On November 26, 1997, Mr. Levy responded to Mr. Perez's letter by
explaining the position that Publicis had taken with respect to the Bozell
Merger and by setting forth the reasons for Publicis' November 10 proposal.
On December 3, 1997, Publicis received a letter from the Company requesting
that, pursuant to the May 1997 Agreements, Publicis support the Bozell Merger
and refrain from taking actions against it. Publicis does not believe that the
May 1997 Agreements require Publicis to support the Bozell Merger or refrain
from taking actions against it.
Also on December 3, 1997, the Board of Directors of Publicis approved the
terms of the Offer and the Proposed Publicis Combination. On the morning of
December 4, 1997, Maurice Levy placed calls to each of Bruce Mason and Richard
Braddock to inform them of the Offer and the Proposed Publicis Combination. On
December 4, Publicis also sent the following letter to the True North Board:
Board of Directors
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
USA
Members of the Board:
As you know, on November 10, 1997, I wrote to you to propose a
business combination between Publicis and True North in which each
outstanding share of True North would be valued at $28. We were
therefore disappointed when True North notified us on November 17 that
the Board had declined Publicis' invitation to discuss the
transaction.
Since that date, True North's Proxy Statement/Prospectus with
respect to the pending merger with Bozell has been made public. The
information set forth in that document confirms our strong conviction
that the Bozell transaction is contrary to the interests of True
North's stockholders. Publicis' view that the Bozell merger does
nothing to address True North's strategic imperatives has only been
compounded by your recent disclosure of the financial aspects of the
Bozell deal. Not only does the acquisition magnify True North's
international weaknesses, but it does so at a price that is far in
excess of any reasonable valuations of Bozell's businesses.
After an intensive review of True North, we have concluded that
the financial and strategic imperatives of combining our two companies
are too compelling to ignore. Accordingly, I am writing to inform you
of Publicis' intention to commence an all-cash tender offer for
9,619,904 shares of True North stock at a price of $28 per share. We
believe that this represents an exceptionally attractive opportunity
for your share owners--specifically, our all-cash offer represents a
20% premium over the price of the True North stock on the day prior to
the announcement of our $28 proposal.
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<PAGE> 15
After consummation of the tender offer, Publicis and its
affiliates would be the beneficial owners of a majority of the issued
and outstanding True North shares. Publicis would then consummate a
business combination with True North in which Publicis' worldwide
advertising network would be combined with True North's.
In the combination of our two businesses, True North would become
the owner of all of Publicis' advertising-related assets and the
proposed transaction would effectively consolidate the True North and
Publicis agency networks under True North's control. Following
consummation of those transactions, the True North common stock would
continue to be outstanding and listed on the New York Stock Exchange.
In exchange for the transfer of Publicis' businesses to True North,
True North would issue to Publicis additional shares. In the proposed
transaction, Publicis' businesses would be transferred to True North
at a valuation for such businesses which would yield an estimated
post-transaction value of $28 per True North share.
The transaction we propose represents a unique opportunity to
build a combined enterprise capable of delivering the worldwide
services that today's global marketers demand. Together, our
businesses would have annual revenue of over $1.2 billion and would
have operations in 77 countries around the world. The fit between our
two companies is perfect, and we at Publicis have nothing but the
highest respect for the senior agency personnel and other creative
staff at the True North agencies, the vast majority of whom we intend
to retain following consummation of the transaction.
Our offer is not subject to any financing contingencies. The
offer is, of course, subject to the termination of the Bozell Merger
Agreement in accordance with its terms. Publicis intends to solicit
proxies against the Bozell merger and has today filed with the SEC
preliminary proxy materials in opposition to your pending transaction.
We are committed to maximizing the value of the stockholders'
investment in True North. Therefore, even if you refuse to consider
our offer, we intend to demand that the Board solicit competing
proposals for the sale of True North. Publicis is prepared to
participate in such an auction by making an offer for the company at
least equal in value to our current proposal. If a competing bidder
makes an offer for True North at better terms than those of our final
bid, Publicis intends to support such an offer.
We are convinced that a merger of Publicis' and True North's
businesses makes compelling strategic and financial sense for both our
companies and our respective stockholders, clients and employees. We
are willing to negotiate an agreement, and as I have previously
indicated, I am ready to meet with you at any time to present our
plans and to discuss all aspects of our proposal.
Sincerely,
Maurice Levy
Publicis intends to commence the Offer within five business days of its
announcement to commence as required by statute. By commencing the Offer and
solicitations of revocations and conditional proxies, Publicis will turn the
decision regarding the relative merits of the Bozell Merger and the Proposed
Publicis Combination over to the Shareholders of the Company.
YOU HAVE A SAY IN REALIZING THE FULL VALUE OF YOUR INVESTMENT IN TRUE
NORTH AND IN DETERMINING TRUE NORTH'S STRATEGIC DIRECTION.
EXERCISE YOUR RIGHT TO SEND THE TRUE NORTH BOARD A MESSAGE THAT IT
SHOULD ALLOW THE SHAREHOLDERS TO TAKE ADVANTAGE OF THE OFFER AND THE
STRATEGICALLY SUPERIOR PROPOSED PUBLICIS COMBINATION OR, IN THE
ALTERNATIVE, THE SALE OF THE COMPANY TO THE HIGHEST BIDDER.
OPPOSE THE BOZELL MERGER AND THE RELATED MERGER PROPOSALS.
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<PAGE> 16
THE OFFER AND THE PROPOSED PUBLICIS COMBINATION
Since the inception of the parties' joint venture in 1989, Publicis has
believed that the combination of True North and Publicis would represent a
strong, dynamic and strategic force in the U.S. and international markets. In
November 1995, Maurice Levy, the CEO of Publicis, made a presentation to the
True North Board in which he described in detail the significant benefits of
combining the two companies. Publicis continues to believe that a combination
between Publicis and True North is in the best interests of both True North's
and Publicis' stockholders and their respective clients and employees. Publicis'
November 10, 1997 letter to the True North Board sought to initiate discussions
with respect to a business combination between Publicis and True North (in
accordance with the restrictions of the Bozell Merger Agreement). True North's
belated response was to decline to seriously consider the Publicis proposal or
to meet with Publicis or its representatives.
The purpose of the Offer is to acquire a majority of the total number of
Shares outstanding on a fully diluted basis as the first step in consummating
the Proposed Publicis Combination. Publicis intends, as soon as practicable
following consummation of the Offer, to effect the Proposed Publicis
Combination. The purpose of the Proposed Publicis Combination is to contribute
to True North all of the advertising-related businesses owned directly and
indirectly by Publicis in exchange for the issuance of additional Shares to
Publicis, creating a combined Company to be run by the most talented executives
of Publicis and True North with a powerful international presence.
In order to effect the Proposed Publicis Combination, Publicis is seeking
to negotiate a business combination with True North pursuant to which, as soon
as practicable following consummation of the Offer, each of Publicis
Communication and Publicis Worldwide would be merged with and into True North
with True North being the surviving corporation. Publicis Communication and
Publicis Worldwide own all of Publicis' global advertising-related businesses.
The outstanding capital stock of Publicis Communication is owned 73.5% by
Publicis and 26.5% by True North, and the outstanding capital stock of Publicis
Worldwide is owned 100% by Publicis. In the Proposed Publicis Combination, (i)
each Share that is issued and outstanding immediately prior to the effective
time would remain outstanding (other than the 4,658,000 Shares owned by Publicis
Communication, which would become treasury shares of True North and cease to be
outstanding) and (ii) the issued and outstanding shares of capital stock of
Publicis Communication and Publicis Worldwide (other than the shares of capital
stock of Publicis Communication held by True North, which shares shall be
canceled by operation of the merger) would be converted into Shares of True
North. Following the consummation of the Proposed Publicis Combination, Publicis
expects that the Shares would continue to be listed on the New York Stock
Exchange. The exchange ratio for the Shares to be issued to the Purchaser in the
Proposed Publicis Combination is intended to yield a post-merger common equity
valuation of the Company of $28 per Share.
The strategic purpose of the Proposed Publicis Combination is to
consolidate True North's and Publicis' worldwide advertising agency networks
within one corporate structure under the general control of one management.
CONDITIONS TO THE OFFER
The Offer will be conditioned, among other things, upon the following:
The Minimum Condition. Consummation of the Offer will be conditioned (the
"Minimum Condition") upon there being validly tendered and not withdrawn prior
to the Expiration Date Shares, together with the Shares owned by Publicis S.A.
and its affiliates, representing a majority of the total number of outstanding
Shares on a fully diluted basis (assuming the exercise or conversion, as
applicable, of all outstanding options, rights and convertible securities (if
any) and the issuance of all Shares that the Company is obligated to issue).
According to the True North Proxy, at November 18, 1997, 25,271,533 Shares
were outstanding and, as of September 1, 1997, there were outstanding options to
acquire 3,227,278 Shares. Publicis Communication owns 4,658,000 Shares.
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<PAGE> 17
Based on the foregoing and assuming no additional Shares (or options,
warrants or rights exerciseable for, or securities convertible into, Shares)
have been issued since November 10, 1997 (other than Shares issued pursuant to
the exercise of options referred to above), Publicis believes that the Minimum
Condition would be satisfied if at least 9,619,904 Shares were validly tendered
and not withdrawn prior to the Expiration Date.
Definitive Agreement Condition. Consummation of the Offer will be
conditioned upon the Company entering into a definitive agreement with Publicis
S.A., Publicis Communication and Publicis Worldwide that would provide for the
Proposed Publicis Combination (the "Definitive Agreement Condition").
Publicis presently intends to extend the Offer from time to time until the
Definitive Agreement Condition is satisfied or Publicis determines, in its sole
discretion, that such condition is not reasonably likely to be satisfied under
the then current circumstances. Publicis may also determine, whether or not the
Offer is then pending, to conduct a proxy contest in connection with the
Company's 1998 annual meeting of stockholders seeking to remove the current
members of True North's Board and elect a new slate of directors designated by
Publicis.
The Rights Condition. Consummation of the Offer will be conditioned upon
the Rights having been redeemed by the True North Board or Publicis being
satisfied, in its sole discretion, that the Rights have been invalidated or are
otherwise inapplicable to the Offer and the Proposed Publicis Combination (the
"Rights Condition").
The Section 203 Condition. Consummation of the offer will be conditioned
upon Publicis being satisfied, in its sole discretion, that Section 203 of the
Delaware General Corporation Law (the "Delaware Law") has been complied with in
connection with the Offer and the Proposed Publicis Combination or is invalid or
otherwise inapplicable to Publicis in connection with the Offer and the Proposed
Publicis Combination (the "Section 203 Condition").
Section 203 of the Delaware Law provides that a Delaware corporation such
as the Company may not engage in any "Business Combination" (defined to include
a variety of transactions, including a merger) with any "Interested Stockholder"
(defined generally as a person that directly or indirectly beneficially owns 15%
or more of the corporation's outstanding voting stock), or any affiliate of an
Interested Stockholder, for three years after the date on which the Interested
Stockholder became an Interested Stockholder, unless (i) prior to the date such
Interested Stockholder became an Interested Stockholder, the board of directors
of such corporation approved either the Business Combination or the transaction
which resulted in the stockholder becoming an Interested Stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
Interested Stockholder, the Interested Stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced (excluding for purposes of determining the number of shares
outstanding those shares held by persons who are directors and also officers of
the corporation and employee stock plans in which employee participants do not
have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer) or (iii) on or subsequent
to the date the stockholder becomes an Interested Stockholder, the Business
Combination is (a) approved by the board of directors of the corporation and (b)
authorized at an annual or special meeting of stockholders by the affirmative
vote of the holders of at least 66 2/3% of the outstanding voting stock of the
corporation which is not owned by the Interested Stockholder. Although Publicis
is an Interested Stockholder for purposes of Section 203 of the Delaware Law in
that its subsidiary, Publicis Communication, owns approximately 18.4% of the
outstanding Shares, as a consequence of the timing and manner of its acquisition
of such Shares, Publicis believes that the Offer and the Proposed Publicis
Combination are not subject to Section 203 of the Delaware Law.
Publicis believes that Section 203 of the Delaware Law is inapplicable to
the Offer and the Proposed Publicis Combination on an additional ground. Section
203(b)(6) of the Delaware Law provides that the restrictions contained in
Section 203 of the Delaware Law do not apply to a Business Combination that is
proposed prior to the consummation or abandonment of and following the
announcement or notification of one of certain extraordinary transactions
(including a merger) involving the corporation which transaction (i) is with or
by a person who either was not an Interested Stockholder during the previous
three years or who became an Interested Stockholder with the approval of the
corporation's board of directors and (ii) has been
16
<PAGE> 18
approved or has not been opposed by a majority of the members of the board of
directors then in office who were directors prior to any person becoming an
Interested Stockholder during the previous three years or were recommended for
election or elected to succeed such directors by a majority of such directors.
Accordingly, Publicis believes that, because the Offer and the Proposed Publicis
Combination were proposed by Publicis following the announcement of the Bozell
Merger Agreement, which was approved by the Board of Directors of the Company,
the restrictions on Business Combinations contained in Section 203 of the
Delaware Law are inapplicable to the Offer and the Proposed Publicis Combination
pursuant to Section 203(b)(6).
The Section 203 Condition would be satisfied if Publicis, in its sole
discretion, were to conclude that Section 203 of the Delaware Law was invalid or
its restrictions were otherwise inapplicable to Publicis in connection with the
Offer and the Proposed Publicis Combination for any reason, including, without
limitation, those specified in Section 203. The Section 203 Condition also would
be satisfied if the Board approved the Offer and the Proposed Publicis
Combination prior to consummation of the Offer, or if, upon consummation of the
Offer, Publicis owned at least 85% of the total voting stock of the Company
outstanding at the time the transaction commenced. Publicis does not currently
intend to purchase 85% or more of the total voting stock of the Company
outstanding prior to the Proposed Publicis Combination.
The No Impediments Condition. Consummation of the Offer will be
conditioned upon the Bozell Merger Agreement having been terminated without any
payments by or penalties to the Company (other than the breakup fee as set forth
in the Bozell Merger Agreement) and the Company not having entered into or
effectuated any new or amended agreements with Bozell or any other person or
entity having the effect of impairing the ability of Publicis to consummate the
Offer or the Proposed Publicis Combination or otherwise diminishing the expected
economic value to Publicis of Shares purchased in the Offer or the Proposed
Publicis Combination (the "No Impediments Condition").
The Offer will be also subject to other terms and conditions which are
described in the Offer to Purchase, copies of which are available from MacKenzie
at the address and telephone numbers set forth on the back cover of this
Solicitation Statement. Publicis urges you to obtain a copy of and review the
Offer to Purchase and other Offer documents.
The timing of consummation of the Offer and the Proposed Publicis
Combination will depend on a variety of factors and legal requirements, the
actions of the True North Board, and whether the Minimum Condition, the
Definitive Agreement Condition, the Rights Condition, the Section 203 Condition
and the No Impediments Condition are satisfied or waived. A vote of the
Shareholders will also be required to approve the issuance of Shares in
connection with the Proposed Publicis Combination.
Publicis is committed to giving all the Shareholders the opportunity to
receive the consideration for their Shares contemplated by the Offer and the
Proposed Publicis Combination, which it believes represents value for True
North's Shareholders superior to that offered by the Bozell Merger. As True
North's largest Shareholder, Publicis is also committed to maximizing the value
of the Shareholders' investment in the Company. Therefore, even if the Offer and
the Proposed Publicis Combination cannot be consummated because the True North
Board refuses to meet with or negotiate with Publicis, Publicis intends to
demand that the True North Board solicit competing proposals to acquire True
North. Publicis currently intends (if the Offer and the Proposed Publicis
Combination are not consummated) to participate in such an auction for True
North by making an offer for the Company at least equal in value to that
contemplated by the Offer and the Proposed Publicis Combination. Additionally,
if another bidder in such an auction makes an offer for True North with superior
terms to those of Publicis' final offer for the Company, Publicis intends to
actively support such an offer.
In the event that the True North Board refuses to pursue such an auction,
Publicis may solicit proxies in opposition to the True North Board at the annual
meeting of stockholders of True North to be held in 1998.
CERTAIN LITIGATION
On November 26, 1997, Publicis commenced a lawsuit against True North and
its directors in the United States District Court for Northern Illinois for
breach of their fiduciary obligations: (i) by interfering with the
17
<PAGE> 19
Shareholders' franchise in setting a record date for True North's Special
Meeting to approve the Bozell Merger without giving adequate prior notice to the
Shareholders; (ii) for the directors' failure to reasonably inform themselves
and to maximize shareholder value; (iii) for the directors' failure to place the
shareholders' interests ahead of their own; and (iv) for True North's
unreasonable and disproportional response to Publicis' merger proposal to True
North. Publicis seeks preliminary and permanent injunctive relief and damages.
Publicis also has filed a motion for a preliminary injunction and expedited
discovery. The court has not yet ruled on Publicis' motion.
On December 3, 1997, True North answered Publicis' complaint and asserted
counterclaims alleging violation of the federal securities laws, breach of
contract, and tortious interference with fiduciary duties and business
relations. True North requests the following relief: a declaration that Publicis
is violating the federal securities laws, an order that Publicis make corrective
disclosures, and an injunction stopping Publicis from (i) making statements that
violate the federal securities laws, (ii) interfering with the True North Board,
(iii) proceeding with any significant transaction until the Publicis
Communication Board of Directors contains three independent directors, (iv)
breaking the terms of one of the May 1997 Agreements, and (v) interfering with
the Bozell Merger. True North also requests unspecified damages.
Also on December 3, True North served Publicis with a notice of True
North's initiation of arbitration based on its allegation that Publicis breached
one of the May 1997 Agreements. The notice states that True North will seek an
injunction preventing Publicis from proceeding with its offer proposed on
November 10, 1997 and other relief similar to the relief requested in connection
with True North's counterclaims.
Publicis believes that True North's counterclaims and arbitration claims
described above are baseless and intends to vigorously defend against them.
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Solicitation Statement, including any
forecasts, projections and descriptions of anticipated synergies referred to
therein, including any statements contained herein regarding the development or
possible assumed future results of operations of Publicis' businesses, the
markets for Publicis' services and products, anticipated expenditures,
regulatory developments and the effects of the Publicis Offer and the Proposed
Publicis Combination, any statements preceded by, followed by or that include
the words "believes," "expects," "anticipates," or similar expressions, and
other statements contained or incorporated by reference herein regarding matters
that are not historical facts, are or may constitute forward-looking statements
(as such term is defined in the Private Securities Litigation Reform Act of
1995). Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such
forward-looking statements. All subsequent written and oral forward-looking
statements attributable to Publicis or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements set forth or
referred to above in this paragraph. Investors are cautioned not to place undue
reliance on such statements, which speak only as of the date hereof. Publicis
undertakes no obligation to release publicly any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
CERTAIN INFORMATION CONCERNING
PUBLICIS AND OTHER PARTICIPANTS
IN THE SOLICITATION
Publicis S.A. is a French societe anonyme with principal executive offices
at 133 Champs-Elysees, 75380 Paris, France. Publicis owns beneficially 4,658,000
Shares, representing approximately 18.4% of the 25,271,533 Shares outstanding as
of November 18, 1997, as reported in the True North Proxy. Certain information
about the directors and executive officers of Publicis and certain other persons
who may solicit proxies from the Shareholders is set forth in Schedule I
attached hereto. No officer of Publicis owns any Shares.
18
<PAGE> 20
Except as set forth in this Solicitation Statement or in the Schedules
hereto, to the best knowledge of Publicis, none of Publicis, any of the persons
participating in this solicitation on behalf of Publicis, or any associate of
any of the foregoing persons (i) owns beneficially, directly or indirectly, or
has the right to acquire, any securities of the Company or any parent or
subsidiary of the Company, (ii) owns any securities of the Company of record but
not beneficially, (iii) has purchased or sold any securities of the Company
within the past two years, (iv) has incurred indebtedness for the purpose of
acquiring or holding securities of the Company, (v) is or has been a party to
any contract, arrangement or understanding with respect to any securities of the
Company within the past year, (vi) has been indebted to the Company or any of
its subsidiaries since the beginning of the Company's last fiscal year, (vii)
has any arrangement or understanding with respect to future employment by the
Company or with respect to any future transactions to which the Company or any
of its affiliates will or may be a party, (viii) knows of any currently proposed
transaction, or series of similar transactions, to which Publicis or any other
participant is to be a party, in which the amount involved exceeds $60,000 and
in which any of them or their respective associates had, or will have, a direct
or indirect material interest or (ix) has been convicted during the last ten
years in a criminal proceeding (excluding traffic violations or other similar
misdemeanors). In addition, except as set forth in this Solicitation Statement
or in the Schedules hereto, to the best knowledge of Publicis, none of Publicis,
any of the persons participating in this solicitation on behalf of Publicis, or
any associate or immediate family member of any of the foregoing persons has had
or is to have a direct or indirect material interest in any transaction with the
Company since the beginning of the Company's last fiscal year, or any proposed
transaction, to which the Company or any of its affiliates was or is a party.
ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
SECURITIES OF THE COMPANY TO WHICH PUBLICIS IS AND HAS BEEN A
PARTY WITHIN THE PAST YEAR
In 1989, Publicis and True North formed a joint venture in which the two
companies combined certain of their European operations. As part of the
formation of the joint venture, the parties also became shareholders of one
another. Publicis Communication became a 20% shareholder of True North, and True
North became a 26% shareholder of Publicis Communication.
In the years following the formation of the Publicis/True North joint
venture, the parties had significant disagreements concerning the nature and
scope of their joint efforts. In February 1997, True North and Publicis
announced a settlement of their disputes, and on May 19, 1997, the parties
signed a series of agreements (the "May 1997 Agreements") which unwound their
European joint venture. After consummation of the transactions contemplated by
the May 1997 Agreements, Publicis Communication remained an 18.5% owner of True
North, and True North became a 26.5% owner of Publicis Communication.
The May 1997 Agreements contain certain provisions and understandings
between the parties concerning their cross-shareholdings and certain other
matters of common interest. Pursuant to the May 1997 Agreements, Publicis
transferred its ownership of certain agencies in France, the United Kingdom,
Portugal and Greece to True North. In exchange, True North transferred its
ownership of 49% of the parties' joint venture to Publicis for an additional
equity stake in Publicis Communication, which raised its ownership of Publicis
Communication to 26.5%. In addition, True North transferred to Publicis its
ownership of certain agencies in Germany, Australia and New Zealand and entered
into certain other agreements with respect to agencies in India, Thailand and
Argentina. The May 1997 Agreements also address other relationships between the
parties, including, but not limited to: certain put, call and sale arrangements
with respect to True North's equity stake in Publicis Communication; the
parties' rights, under certain circumstances, to maintain their percentage
equity ownership of the other party; certain financial reporting requirements of
each of the parties; the ownership and use of the respective companies' agency
brand names; the servicing of clients of one party by the other in certain
specified markets; and the rights of each party to have a member on the board of
directors of the other party under certain circumstances.
The May 1997 Agreements also required Publicis to deliver to True North a
customary "affiliate letter" with respect to pooling of interests accounting
treatment for the Bozell Merger. On October 17, 1997, Publicis
19
<PAGE> 21
delivered its affiliate letter to True North. The affiliate letter delivered by
Publicis provides that, among other things, Publicis will not sell, transfer or
otherwise dispose of, or reduce its risk with respect to, the Shares owned by it
for a specified period prior to and following consummation of the Bozell Merger.
Publicis may withdraw such letter if a majority vote of the outstanding Shares
in favor of the Bozell Merger is not obtained within 60 days of November 26,
1997. If the Bozell Merger is not approved by January 25, 1998 or if the vote
obtained at the Special Meeting is less than a majority of the outstanding
Shares, Publicis currently intends to withdraw its affiliate letter. In the
event the Bozell Merger is approved by less than a majority of the outstanding
Shares and True North nonetheless seeks to effect the Bozell Merger, Publicis
will reassess its investment in True North. Because Publicis believes that
consummation of the Bozell Merger will diminish the value of the surviving
company, Publicis may sell its Shares. Certain actions which Publicis might take
in this regard could have the effect of precluding the use of
"pooling-of-interests" accounting treatment for the Bozell Merger. Such actions
include a sale, transfer or other disposition of, or other reduction of its risk
with respect to, all or part of the Shares then owned by Publicis. If True North
is required to treat the Bozell Merger as a purchase for accounting purposes,
Publicis believes that the resulting goodwill charge would substantially dilute
True North's earnings per Share even if True North achieves the pro forma
financial projections set forth in the True North Proxy.
VOTING RIGHTS
According to the True North Proxy, at November 18, 1997, 25,271,533 Shares
were outstanding and entitled to vote. Publicis believes that the only
outstanding class of securities of the Company entitled to vote at the Special
Meeting are the Shares. Each Share is entitled to one vote. Only holders of
record as of the close of business on November 18, 1997 will be entitled to vote
at the Special Meeting.
GENERAL INFORMATION
This Solicitation Statement is first being made available to Shareholders
on or about December 5, 1997. Once our preliminary materials are cleared by the
Commission, GOLD revocation and conditional proxies will be solicited by mail,
advertisement, telephone, telecopier and in person. Solicitation will be made by
Maurice Levy, Jean-Paul Morin, and Seth Goldschlager, respectively, the
President, Chief Financial Officer and Corporate Communications Director of
Publicis, none of whom will receive additional compensation for such
solicitation. Proxies will be solicited from individuals, brokers, banks, bank
nominees and other institutional holders. Publicis has requested banks,
brokerage houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the shares they hold of
record. Publicis will reimburse these record holders for their reasonable
out-of-pocket expenses. Publicis does not currently intend to seek reimbursement
of its expenses from the Company.
In addition, Publicis has retained MacKenzie to solicit proxies in
connection with the Special Meeting for which MacKenzie will be paid a fee of
approximately $ and will be reimbursed for its reasonable expenses.
MacKenzie will employ approximately people in its efforts. Costs incidental
to this solicitation include expenditures for printing, postage, legal and
related expenses and are expected to be approximately . The total
costs incurred to date in connection with this solicitation are not in excess of
$ .
Publicis has also retained Lazard Freres & Co. LLC and its affiliates
("Lazard") to provide certain financial advisory services to Publicis. Publicis
has paid and is obligated to pay to Lazard a quarterly advisory fee of
FFR500,000, which increased to FFR1,000,000 commencing in October 1997. In
connection with Lazard's engagement as financial advisor, Publicis anticipates
that certain employees of Lazard may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are True North stockholders for the purpose of assisting in this proxy
solicitation. Lazard will not receive any fee for, or in connection with, such
solicitation activities by its employees apart from the fees it is otherwise
entitled to receive as described above.
20
<PAGE> 22
CERTAIN OTHER INFORMATION REGARDING THE COMPANY
Shareholders are referred to the True North Proxy with respect to other
information related to beneficial ownership of the Company's securities,
including dissenters' rights of appraisal, procedures for submitting stockholder
proposals intended to be presented at the Company's 1998 annual meeting of
stockholders, cumulative voting rights, if any, information regarding the
beneficial ownership of the Shares, any arrangements regarding the Shares the
operation of which may result in a change of control of True North and any
change of control of True North that may have occurred since the beginning of
True North's last fiscal year and information regarding the Company's stock
option plan. Publicis does not take responsibility for the accuracy or
completeness of any such information.
VOTING OF PROXY CARDS
If the conditional proxies are used, Shares represented by properly
executed GOLD revocation and conditional proxy cards will be voted at the
Special Meeting as marked, and in the discretion of the persons named as proxies
on all other matters as may properly come before the Special Meeting, including
all motions for an adjournment or postponement of the Special Meeting, unless
otherwise indicated in the Proxy Statement.
Publicis is not aware of any other matters that may be presented at the
Special Meeting. However, in the event of a vote on any other matters which
properly come before the Special Meeting, it is intended that if the conditional
proxies are used, the GOLD revocation and conditional proxy card will be voted
thereon in accordance with the judgment of the person voting the proxy.
OTHER INFORMATION
True North is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy statements and other information with the
Commission. Such reports and other information filed with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549. The Commission maintains a Website on the Internet that contains
reports, proxy statements and other information (http://www.sec.gov).
IF YOU WISH TO OPPOSE THE TRUE NORTH PROPOSALS AND VOTE IN THE DISCRETION
OF THE PERSONS NAMED AS PROXIES ON ALL MATTERS AS MAY PROPERLY COME BEFORE THE
SPECIAL MEETING, PLEASE SIGN, DATE AND RETURN PROMPTLY THE REVOCATION AND
CONDITIONAL PROXY CARD IN THE PROVIDED POSTAGE-PAID ENVELOPE.
REVOCABILITY OF SIGNED PROXIES
A proxy executed by a holder of any Shares may be revoked at any time
before its exercise by sending a written revocation of such proxy, by submitting
another proxy with a later date marked on it or by appearing in person at the
Special Meeting and voting. A written revocation must clearly state that the
proxy to which it relates is no longer effective and must be executed and
delivered prior to the time that the action authorized by the executed proxy is
taken. The written revocation may be delivered either to Publicis or the
Secretary of the Company.
THE RETURN OF A SIGNED AND DATED GOLD REVOCATION AND CONDITIONAL PROXY CARD
WILL FULLY REVOKE ANY PREVIOUSLY DATED PROXY YOU MAY HAVE RETURNED. THE LATEST
DATED PROXY OR REVOCATION AND CONDITIONAL PROXY IS THE ONE THAT COUNTS.
YOUR VOTE IS IMPORTANT. IT WILL HELP DECIDE WHETHER THE SHAREHOLDERS WILL
HAVE A VOICE IN DETERMINING THE FUTURE OF THE COMPANY. WHEN YOU
21
<PAGE> 23
RECEIVE THE GOLD REVOCATIONS AND CONDITIONAL PROXY, PLEASE MARK, SIGN AND DATE
THE GOLD REVOCATION AND CONDITIONAL PROXY CARD IN OPPOSITION TO THE BOZELL
MERGER AND THE RELATED MERGER PROPOSALS AND RETURN IT PROMPTLY IN THE PROVIDED
POSTAGE-PAID ENVELOPE.
PUBLICIS COMMUNICATION
IF YOUR SHARES OF TRUE NORTH COMMON STOCK ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT CAN SIGN A PROXY WITH
RESPECT TO YOUR COMMON STOCK. ACCORDINGLY, PLEASE CONTACT THE PERSON RESPONSIBLE
FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A PROXY CARD TO BE SIGNED
REPRESENTING YOUR SHARES OF COMMON STOCK.
22
<PAGE> 24
SCHEDULE I
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
PUBLICIS AND THEIR ADVISORS THAT MAY PARTICIPATE
IN THE SOLICITATION OF PROXIES
The name, business address, and present principal occupation or employment
of each of the directors and executive officers of Publicis and its advisors and
certain other employees and representatives of Publicis that may participate in
the solicitation of proxies are set forth below. Unless otherwise indicated, the
principal business address of each director or executive officer of Publicis is
133 Champs-Elysees, 75380 Paris, France and the principal business address of
each representative of Lazard is Lazard Freres & Co. LLC, 30 Rockefeller Plaza,
New York, New York 10020.
Lazard engages in a full range of investment banking, securities trading,
market-making and brokerage services for institutional and individual clients.
In the ordinary course of its business, Lazard may actively trade the securities
of True North for its own account and the accounts of its customers and,
accordingly, may at any time hold a long or short position in such securities.
Lazard does not admit that it or any of its directors, officers, employees or
affiliates is a "participant," as defined in Schedule 14A promulgated under the
Exchange Act by the Commission, in the solicitation to which this Solicitation
Statement relates or that such Schedule 14A requires disclosure in the
Solicitation Statement of certain information concerning Lazard.
PARTICIPANT DIRECTORS AND EXECUTIVE OFFICERS OF PUBLICIS
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------------------------------------- ----------------------------------------------------
<S> <C>
Maurice Levy.................................. President of Directoire and Chief Executive Officer
Jean-Paul Morin............................... Secretaire General and Chief Financial Officer
Seth Goldschlager............................. Corporate Communications Director
</TABLE>
<TABLE>
<CAPTION>
OFFICERS OF FINANCIAL ADVISOR THAT MAY PARTICIPATE
IN THE SOLICITATION OF REVOCATIONS AND CONDITIONAL
PROXIES
----------------------------------------------------
<S> <C>
Peter Ezersky................................. Managing Director, Lazard Freres & Co. LLC
Robert Hougie................................. Vice President, Lazard Freres & Co. LLC
</TABLE>
<PAGE> 25
SCHEDULE II
The following sets forth the name, business address and the number of
Shares owned beneficially by the participants in this solicitation of proxies,
or their associates. No shares are held of record but not beneficially by the
participants or their associates.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
NAME & BUSINESS ADDRESS (DECEMBER 1, 1997) PERCENT OF SHARES
- ---------------------------------------------------------- ------------------ -----------------
<S> <C> <C>
Publicis Communication.................................... 4,658,000 18.4 %
133 Champs-Elysees
75380 Paris, France
</TABLE>
Except as disclosed in this Solicitation Statement, to the best of
Publicis' knowledge, none of Publicis, its directors, executive officers, or
other employees or representatives named in Schedule I hereto has any interest,
direct or indirect, by security holdings or otherwise, in True North.
<PAGE> 26
SCHEDULE III
TRANSACTIONS IN THE COMPANY'S SECURITIES
No participant in this solicitation has purchased or sold securities of the
Company within the past two years.
<PAGE> 27
IMPORTANT
Your proxy is important. No matter how many shares you own, please give
Publicis your revocation and conditional proxy AGAINST the True North Proposals
by:
MARKING the GOLD Special Meeting revocation and conditional proxy
card,
SIGNING the GOLD Special Meeting revocation and conditional proxy
card,
DATING the GOLD Special Meeting revocation and conditional proxy card
and
MAILING the GOLD Special Meeting revocation and conditional proxy card
TODAY in the envelope provided (no postage is required if mailed in the
United States).
If you have already submitted a proxy to True North for the Special
Meeting, you may revoke your vote and make a conditional vote AGAINST the True
North Proposals by marking, signing, dating and returning the GOLD revocation
and conditional proxy card for the Special Meeting, which must be dated after
any proxy you may have submitted to True North. Only your latest dated proxy or
revocation and conditional proxy for the Special Meeting will count at such
meeting.
If you have any question or require any additional information concerning
this Solicitation Statement or the proposals by True North, please contact
MacKenzie Partners, Inc. at the address and telephone number set forth below.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION, ONLY IT CAN VOTE SUCH SHARES AND ONLY UPON RECEIPT
OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT THE PERSON
RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE THE GOLD
SPECIAL MEETING REVOCATION AND CONDITIONAL PROXY CARD.
<PAGE> 28
APPENDIX I
GOLD REVOCATION AND CONDITIONAL PROXY
TRUE NORTH COMMUNICATIONS INC.
WRITTEN NOTICE OF REVOCATION OF PROXY AND CONDITIONAL PROXY
IN CONNECTION WITH THE DECEMBER 30, 1997
SPECIAL MEETING OF STOCKHOLDERS
THIS REVOCATION AND CONDITIONAL PROXY IS SOLICITED
BY PUBLICIS COMMUNICATION
Each of the undersigned hereby revokes any and all prior dated and
undated proxies each of the undersigned may have given with respect to the
solicitation by the Board of Directors of True North Communications Inc. ("True
North") in connection with the December 30, 1997 Special Meeting of Stockholders
and any adjournments and postponements thereof (the "Special Meeting").
Proper execution of this card will revoke any and all prior dated and
undated proxies given by the undersigned with respect to the Special Meeting for
any shares held by the undersigned in any capacity.
Each of the undersigned hereby authorizes Daniel H. Burch and Mark H.
Harnett, and each of them, with full power of substitution, to act on the
undersigned's behalf, in his sole discretion, with respect to any shares of
common stock of True North that the undersigned holds in any capacity, as
follows: (i) to not appear for the undersigned at the Special Meeting, if the
absence of the undersigned's shares may result in less than a majority of the
outstanding shares of Common Stock of True North being represented at the
Special Meeting, or (ii) to appear at the Special Meeting and to vote the
undersigned's shares in connection with the five management proposals as
follows:
Please mark your votes as in this example. [X]
1. Proposal to approve the Agreement and Plan of Merger ("Merger
Agreement") dated as of July 30, 1997 among True North, Cherokee
Acquisition Corporation, a wholly-owned subsidiary of True North
("CAC"), and Bozell, Jacobs, Kenyon & Eckhardt, Inc. ("Bozell"), and to
approve the merger of CAC with and into Bozell (the "Merger"), all as
described in detail in the Joint Proxy Statement/Prospectus of True
North and Bozell, dated November 26, 1997:
AGAINST FOR ABSTAIN
[_] [_] [_]
2. Proposal to approve the issuance of True North common stock in
connection with the Merger Agreement:
AGAINST FOR ABSTAIN
[_] [_] [_]
3. Proposal to amend True North's Restated Certificate of
Incorporation, as amended:
AGAINST FOR ABSTAIN
[_] [_] [_]
<PAGE> 29
4. Proposal to elect twelve (12) directors (contingent upon
consummation of the Merger): Bruce Mason, Charles D. Peebler, Jr.,
Richard S. Braddock, David A. Bell, Donald M. Elliman, Jr., W. Grant
Gregory, Leo-Arthur Kelmenson, Richard P. Mayer, Michael E. Murphy, J.
Brendan Ryan, Stephen T. Vehslage, Ali Wambold.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, strike that nominee's name from the names listed above.
WITHHELD FOR
[_] [_]
5. Proposal to approve the True North Stock Option Plan, as amended
and restated:
AGAINST FOR ABSTAIN
[_] [_] [_]
THIS AUTHORIZATION CONSTITUTES A PROXY IF AND ONLY IF EITHER MR. BURCH OR MR.
HARNETT IS ACTUALLY PRESENT AT THE SPECIAL MEETING IN ORDER TO VOTE THE
UNDERSIGNED'S SHARES. IF NEITHER MR. BURCH NOR MR. HARNETT IS PRESENT AT THE
SPECIAL MEETING, THIS AUTHORIZATION SHALL NOT CONSTITUTE A PROXY TO VOTE THE
UNDERSIGNED'S SHARES, AND SHALL NOT CONSTITUTE THE PRESENCE OF THE UNDERSIGNED
OR THE UNDERSIGNED'S SHARES AT THE SPECIAL MEETING FOR QUORUM PURPOSES OR
OTHERWISE, BUT SHALL CONTINUE TO REVOKE ANY AND ALL PRIOR PROXIES EXECUTED BY
THE UNDERSIGNED.
IF EITHER MR. BURCH OR MR. HARNETT IS PRESENT AT THE SPECIAL MEETING,
THIS CONDITIONAL PROXY WILL BE VOTED IN THE MANNER MARKED HEREIN BY THE
UNDERSIGNED. IF NO MARKING IS MADE AS TO ANY PROPOSAL OR ALL PROPOSALS, THIS
PROXY WILL VOTED "AGAINST" WITH RESPECT TO EACH OF PROPOSALS 1, 2, 3 AND 5 AND
TO "WITHHOLD" AUTHORITY FOR ALL NOMINEES WITH RESPECT TO PROPOSAL 4. THE
ABOVE-NAMED PROXIES OF THE UNDERSIGNED ARE AUTHORIZED TO INITIATE AND VOTE FOR
PROPOSALS TO RECESS OR ADJOURN THE SPECIAL MEETING FOR ANY REASON, INCLUDING TO
ALLOW INSPECTORS TO CERTIFY THE OUTCOME OF THE SPECIAL MEETING PROPOSALS OR TO
ALLOW THE SOLICITATION OF ADDITIONAL VOTES, IF NECESSARY, AGAINST THE SPECIAL
MEETING PROPOSALS, AND TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY ADJOURNMENT OR POSTPONEMENT
THEREOF. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE SOLICITATION
STATEMENT, DATED DECEMBER 4, 1997, SOLICITING REVOCATIONS AND CONDITIONAL
PROXIES FOR THE SPECIAL MEETING.
Date , 199
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Signature
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Title
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Signature, if Held Jointly
--------------------------
Please sign exactly as name appears
hereon. When shares are held by joint tenants, both
should sign. When signing as an attorney, executor,
administrator, trustee or guardian, give full title
as such. If a corporation, sign in full corporate
name by President or other authorized officer. If a
partnership, sign in partnership name by authorized
person.
