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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-41189
TRUE NORTH COMMUNICATIONS INC.
AND
BOZELL, JACOBS, KENYON & ECKHARDT, INC.
SUPPLEMENT NO. 3 TO JOINT PROXY STATEMENT
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TRUE NORTH COMMUNICATIONS INC.
PROSPECTUS SUPPLEMENT NO. 3
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This Supplement No. 3 dated December 16, 1997 ("Supplement No. 3") to the
Joint Proxy Statement/Prospectus dated November 26, 1997, as previously
supplemented by a Supplement dated December 1, 1997 and Supplement No. 2 dated
December 10, 1997 (collectively, the "Proxy Statement/Prospectus"), is being
furnished to the holders of Common Stock, par value $.33 1/3 per share ("True
North Common Stock"), of True North Communications Inc., a Delaware
corporation ("True North"), in connection with the solicitation of proxies by
the Board of Directors of True North (the "True North Board") for use at its
Special Meeting of Stockholders to be held at the Omni Chicago Hotel, Chagall
Ballroom--Third Floor--Salon A, 676 North Michigan Avenue, Chicago, Illinois,
on December 30, 1997, at 9:00 a.m., local time, and any adjournments thereof
(the "True North Special Meeting").
This Supplement No. 3 is also being furnished to the holders of Class A
Common Stock, par value $.001 per share, and Class B Common Stock, par value
$.001 per share, of Bozell, Jacobs, Kenyon & Eckhardt, Inc., a Delaware
corporation ("BJKE"), in connection with the solicitation of proxies by the
Board of Directors of BJKE for use at its Special Meeting of Stockholders to
be held in the Second Floor Staircase Room at BJKE's offices at 40 West 23rd
Street, New York, New York, on December 30, 1997, at 10:00 a.m., New York
time, and any adjournments thereof (the "BJKE Special Meeting").
TRUE NORTH AND BJKE STOCKHOLDERS SHOULD CONSIDER THE INFORMATION CONTAINED
HEREIN TOGETHER WITH THE INFORMATION CONTAINED IN THE PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH VOTING ON THE MATTERS TO BE PRESENTED
AT THE TRUE NORTH SPECIAL MEETING OR THE BJKE SPECIAL MEETING, AS THE CASE MAY
BE. PLEASE CONTACT DALE F. PERONA, SECRETARY, TRUE NORTH COMMUNICATIONS INC.,
101 EAST ERIE STREET, CHICAGO, ILLINOIS 60611 (TELEPHONE NUMBER (312) 425-
6500), IF YOU WOULD LIKE TO RECEIVE AN ADDITIONAL COPY OF THE PROXY
STATEMENT/PROSPECTUS, INCLUDING ALL SUPPLEMENTS THERETO. THIS SUPPLEMENT NO. 3
IS BEING DELIVERED TO EACH TRUE NORTH AND BJKE STOCKHOLDER ENTITLED TO RECEIVE
NOTICE OF AND TO VOTE AT THE TRUE NORTH SPECIAL MEETING OR THE BJKE SPECIAL
MEETING, AS THE CASE MAY BE.
Capitalized terms in this Supplement No. 3 that are not defined herein shall
have the meanings ascribed to them in the Proxy Statement/Prospectus. This
Supplement No. 3 supersedes the Proxy Statement/Prospectus to the extent that
this Supplement No. 3 is inconsistent therewith.
RECENT DEVELOPMENTS
At its meeting held December 7, 1997, the True North Board, in addition to
taking other actions previously disclosed, took action to delay the
Distribution Date (as defined in the Rights Agreement) that would otherwise
have occurred on the tenth business day after the public announcement by
Publicis S.A. on December 4, 1997 of its intention to commence a tender offer
for True North Common Stock. The True North Board determined to delay the
Distribution Date until the earlier to occur of (i) the close of business on
the date that any person or group becomes the Beneficial Owner (as defined in
the Rights Agreement) of 30% or more of the then outstanding shares of True
North Common Stock (unless such person or group becomes the owner of 85% or
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more of such shares of True North Common Stock through a cash tender offer for
all of such shares of True North Common Stock) or (ii) such other time as the
True North Board or any duly authorized committee thereof shall designate
prior to the Distribution Date.
On December 10, 1997, Publicis Communication ("Publicis"), Publicis S.A. and
Maurice Levy, President and Chief Executive Officer of Publicis S.A., filed a
motion in the United States Court of Appeals for the Seventh Circuit (the
"Seventh Circuit") (No. 97-4096) for a stay of the preliminary injunction
entered against such parties by the United States District Court for the
Northern District of Illinois (the "District Court") in litigation (Civil No.
97C8263) commenced by Publicis against True North and the members of the True
North Board other than the Publicis Designee. Such preliminary injunction had
been entered on December 10, 1997 by the District Court upon the grant of True
North's emergency motion for preliminary injunctive relief on counterclaims
brought in such action by True North. The District Court found that the May
1997 definitive agreements between True North and Publicis, pursuant to which
True North and Publicis separated their respective worldwide agency networks
(the "Settlement Agreements"), prohibited certain actions that Publicis and
Publicis S.A. had taken in recent weeks, including the announcement of an
intention to commence a partial tender offer for True North Common Stock and
the solicitation of revocations and conditional proxies in opposition to the
BJKE Merger. On December 15, 1997, the Seventh Circuit vacated the District
Court's preliminary injunction on the ground that True North's counterclaims
relating to alleged breaches by Publicis and Publicis S.A. of the Settlement
Agreements should properly be brought in a court located in the State of
Delaware.
On December 16, 1997, Publicis S.A. filed a Schedule 14D-1 with the
Securities and Exchange Commission (the "Commission") commencing a partial
tender offer to purchase 9,619,904 shares of True North Common Stock (or such
greater number of shares which, when added to shares beneficially owned by
Publicis and its affiliates, would constitute a majority of the total number
of shares of True North Common Stock outstanding on a fully diluted basis) at
a price per share of $28.00 (the "Offer"). Publicis S.A. further disclosed
that the Offer would be a "first step" in effecting a combination of Publicis
and Publicis Worldwide, advertising affiliates of Publicis S.A., with and into
True North in exchange for the issuance of 26,587,937 additional shares of
True North Common Stock to Publicis S.A. Publicis S.A. stated that (i) such
number of additional shares of True North Common Stock was set with the
intention of yielding a "post-merger common equity valuation" of $28.00 per
share of True North Common Stock and (ii) after the second step merger,
Publicis S.A. would own approximately 71.8% of all outstanding shares of True
North Common Stock on a fully diluted basis. The terms of the Offer appear to
be substantially identical to the terms of the partial tender offer which
Publicis S.A. announced its intention to commence on December 4, 1997 and
which was enjoined by the District Court's preliminary injunction and
subsequently withdrawn. Also on December 16, 1997, Publicis filed revised
preliminary proxy materials with the Commission to solicit revocations and
conditional proxies in opposition to the BJKE Merger.
On December 16, 1997, True North filed, in the Court of Chancery of the
State of Delaware (the "Delaware Chancery Court"), an amended and supplemental
complaint and a motion for a temporary restraining order in an action filed
against Publicis S.A. and Publicis (C.A. No. 16039) to enjoin such parties
from engaging in conduct that is not in support of the BJKE Merger and that
accordingly violates the terms of the Settlement Agreements. A hearing was
immediately held on True North's motion for a temporary restraining order, and
on December 16, 1997 the Delaware Chancery Court granted True North's motion
and entered a temporary restraining order preliminarily enjoining Publicis and
Publicis S.A. and their respective officers, agents and employees from
announcing, commencing or further proceeding with any tender offer for True
North Common Stock; soliciting, contacting or otherwise communicating in any
way with any record or beneficial holder of True North Common Stock, by means
of soliciting proxies or otherwise, to influence stockholder voting with
respect to the BJKE Merger; or inducing, assisting or encouraging third
parties to take actions in opposition to the BJKE Merger.
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