<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 (AMENDMENT NO. 1)
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 16, 1997
SOLICITATION OF REVOCATIONS AND CONDITIONAL PROXIES
IN CONNECTION WITH THE
SPECIAL MEETING OF STOCKHOLDERS
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 stockholders
of True North (the "Shareholders") 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
(together with the Supplements thereto, dated December 1 and December 10, 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, a societe anonyme organized
under the laws of France ("Publicis Communication"), and Publicis Worldwide
B.V., a company organized and existing under the laws of the Netherlands
("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 on or about December 16, 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 16, 1997, Publicis commenced 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, constitutes 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 Participating 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 are 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"). See "BACKGROUND AND RECENT EVENTS."
At any time and from time to time, the period of time during which the Offer is
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. The Offer is currently scheduled to expire at 12:00 Midnight,
New York City time, on or about January 15, 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 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 (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. Publicis intends that 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 an estimated 26,587,937 Shares. Following the consummation of
the transactions contemplated by the Offer and the Proposed Publicis
Combination, Publicis estimates that it would own approximately 71.8% of the
outstanding Shares on a fully diluted basis, with the remaining 28.2% of the
Shares being owned by the other stockholders of the Company immediately prior to
the effective time of the Proposed Publicis Combination. Following the
consummation of the transactions contemplated by the Offer and 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 has been set with the
intention of yielding 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 is contingent upon, among other things, an agreement being entered into
between True North and Publicis that would provide for the Proposed Publicis
Combination.
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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 excellent value for True North's Shareholders. As
True North's largest Shareholder, Publicis is committed to maximizing the value
of all 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, 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 IS BEING 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, by far the largest Shareholder of True North holding approximately
18.4% of the Shares, opposes the Bozell Merger.
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
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<PAGE> 5
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 commenced the Offer and put
forth the Proposed Publicis Combination.
THE PURPOSE OF THIS 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 SHAREHOLDERS TO OPPOSE THE
BOZELL MERGER AND THE RELATED MERGER PROPOSALS. THE TERMINATION OF THE BOZELL
MERGER AGREEMENT IS 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.
In his November 26, 1997, letter to Shareholders, Bruce Mason, Chairman of
the Board and Chief Executive Officer of True North, states that acquiring a
"global agency brand network" to allow True North to "better compete for
worldwide accounts of global advertising clients" has been a "long-stated
objective" of True North. Bozell's business, however, is more heavily domestic
than True North's. During the twelve months ended September 30, 1997, 73.8% of
True North's revenues were generated from domestic operations. During that same
period, 81.7% of Bozell's revenues were generated from domestic operations.
Therefore, the combined True North/Bozell would be weighted even more toward
domestic operations than True North is without Bozell. The Bozell Merger fails
to address this lack of international presence, and instead devotes additional
resources to expanding its already significant presence in the domestic market.
In addition, the True North Proxy 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.
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 lack of international presence by
providing access to the type of integrated global network that today's
international advertisers demand.
Publicis believes that 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 will maximize Shareholder value.
Although Publicis recognizes that it has had disagreements in the past with
True North, Publicis believes 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' stockholders 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.
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REASONS TO OPPOSE THE BOZELL MERGER
AND THE RELATED MERGER PROPOSALS
Publicis believes that together the Offer and the Proposed Publicis
Combination will maximize Shareholder value. The $28 per share to be paid by
Publicis in the Offer represents a 20% premium over the public market price of
the Shares on the day prior to Publicis' announcement of its November 10, 1997
proposal to True North. In addition, the exchange ratio for the Shares to be
issued to Publicis in the Proposed Publicis Combination has been set with the
intention of yielding a post-merger common equity valuation of the Company of
$28 per Share. 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 the
breakup fee by the Company. Publicis' post-combination valuation assumes payment
of the breakup fee.
By opposing the Bozell Merger and the Related Merger Proposals,
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 True North Board. In addition, termination of
the Bozell Merger Agreement is 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."
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,
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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
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.
Publicis believes that, pursuant to the Rights Agreement, unless extended
by the True North Board in accordance with the Rights Agreement, the
Distribution Date will occur on December 18, 1997 as a result of Publicis'
public announcement on December 4, 1997 of its intention to commence a tender
offer for 9,619,904 Shares (the "Initial Offer") which was later withdrawn
because of the Preliminary Injunction Order of the United States District Court
for the Northern District of Illinois (the "District Court"). See "BACKGROUND
AND RECENT EVENTS."
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.
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To prevent a quorum from being 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.
TO ASSURE THAT THE SHAREHOLDERS HAVE THE OPPORTUNITY TO CHOOSE PUBLICIS'
TRANSACTION, OR, IN THE ALTERNATIVE, THE SALE OF THE COMPANY TO THE HIGHEST
BIDDER, PUBLICIS NOW SOLICITS YOUR REVOCATIONS 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.
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' 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.
7
<PAGE> 9
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% stockholder of True North, and True
North became a 26% stockholder 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-stockholdings or merging the two
companies.
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-stockholdings 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 (based on the limited information that
has been made available to date) that the price to be paid for
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<PAGE> 10
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
9
<PAGE> 11
Publicis' proposal contemplates the consolidation of True North and
Publicis under one management composed of the most talented executives of
Publicis and True North with a powerful international presence. 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 Communication and 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.
10
<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 of
trading 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
11
<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
Shareholders. Without seriously considering Publicis' proposal, the True North
Board has decided to move forward with the Bozell Merger. 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:
- 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 WHAT PUBLICIS BELIEVES ARE THE STRATEGIC IMPERATIVES OF THE
ADVERTISING BUSINESS BY BOLSTERING AN ALREADY STRONG U.S. PRESENCE. True
North's "long-stated objective" is to acquire a "global agency brand
network" to allow True North to "better compete for worldwide accounts of
global advertising clients". Publicis agrees that True North needs to
make such an acquisition in order to serve today's global marketers with
a competitive worldwide network that can deliver the full range of
services that international clients expect. The Bozell Merger does
nothing to achieve this "long-stated" 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. 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
Shareholders are free to repudiate the Bozell Merger Agreement and
thereby permit the True North Board to enter into negotiations with
Publicis.
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<PAGE> 14
- 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 does not ring true.
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, 1997 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, 1997
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.
Also, on December 4, 1997, Publicis 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.
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
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<PAGE> 15
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
14
<PAGE> 16
On December 5, 1997, True North moved in the District Court for a
temporary restraining order enjoining Publicis from commencing the
Offer and from soliciting the Shareholders to vote against the Bozell
Merger. On December 8, 1997, Publicis 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, I wrote to the Board on November 10, 1997 to
propose a business combination between Publicis and True North
in which each outstanding share of True North would be valued at
$28. After being notified by True North that the Board had
declined our invitation to discuss the transaction and after
analyzing the information set forth in True North's Proxy
Statement/Prospectus relating to the pending Bozell merger, we
decided to take our proposal directly to True North stockholders
by announcing our intention to commence a tender offer for
9,619,904 True North shares at a price of $28 per share in cash
and by opposing the pending Bozell merger at the special meeting
of True North stockholders.
Through the tender offer and the solicitation of
revocations and conditional proxies in opposition to the Bozell
merger, we are seeking to give True North stockholders the
opportunity to decide for themselves whether they wish to
receive a premium for their True North shares or pay a premium
for Bozell. While Publicis has been going to great lengths to
give True North stockholders this opportunity to evaluate and
choose, True North has been going to even greater lengths to
deny True North stockholders this choice.
On December 5, 1997, True North publicly released a letter
addressed to its stockholders that stated, in part, that "[y]our
Board will carefully consider Publicis' offer and report its
recommendation to True North stockholders" and that "you are
urged not to act hastily with respect to your investment in True
North, but to await the findings and conclusions of your Board
to ensure that your decision is fully informed." The letter
concluded by stating that "[w]e will endeavor to keep you
informed promptly of further significant developments in this
matter." At the same time that it was publicly announcing its
commitment to consider Publicis' offer and to keep its
stockholders promptly informed, True North without disclosure to
its stockholders was seeking on an expedited basis a Federal
court order enjoining the Publicis tender offer and solicitation
in opposition to the Bozell merger.
Based upon the recent actions of True North management in
seeking to deny its stockholders the opportunity to choose
between the Publicis offer and the Bozell merger, we believe
that a conflict of interest may exist between management members
of the Board and True North stockholders. We therefore strongly
feel that it is in the best interests of True North and its
stockholders for a special committee of independent directors of
True North (with separate legal and financial advisors) to be
appointed and vested with the authority to negotiate with
Publicis with respect to Publicis' proposal or with any other
serious bidder for True North.
As the largest stockholder of True North, Publicis believes
that True North should immediately stop wasting corporate funds
in its attempt to have Publicis enjoined from making its tender
offer and solicitation in opposition to the Bozell merger
without legitimate grounds. As you well know, the pooling
provision at issue in the litigation was
15
<PAGE> 17
never intended to preclude Publicis from exercising its rights
as a True North stockholder or from offering to purchase
additional True North shares at a premium.
As we have previously indicated, we stand ready to meet
with you and your advisors at any time to discuss a combination
of Publicis with True North. We are willing to discuss and
negotiate all aspects of our offer, including price and
structure. We also remain committed to maximizing True North
stockholder value including, if necessary, through an auction of
True North, in which we are prepared to participate.
Sincerely,
Maurice Levy
True North did not respond to Publicis' December 8, 1997 letter, and on
December 9, 1997, Publicis 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:
I am writing to communicate directly to each of you Publicis'
deep offense at your attorneys' argument in court yesterday that the
pooling agreement gives True North a blank check to force Publicis to
"support" the Bozell deal.
It is ludicrous to believe or take the position that Publicis
would commit itself to supporting a transaction that it has opposed
since even before the February 1997 Memorandum of Understanding. As we
have said for a long time, the deal fails to address True North's
basic strategic weakness, which is its lack of any significant
international presence, and comes at a very high price to True North.
If True North succeeds in denying its stockholders the
opportunity to decide for themselves whether they wish to receive a
premium for their True North shares or pay a premium for Bozell, we
intend to make certain that the True North Board is held accountable
for its breaches of fiduciary duty if, as we expect, the Bozell deal
proves to be a very costly failure.
Despite our past differences and the recent courtroom events, we
continue to stand ready to meet with you and your advisors at any time
to discuss a combination of Publicis with True North. As we stated in
our December 8 letter to the Board, we are willing to discuss and
negotiate all aspects of our offer, including price and structure, and
remain committed to maximizing True North stockholder value including,
if necessary, through an auction of True North, in which we are
prepared to participate.
Sincerely,
Maurice Levy
On December 10, 1997 the District Court issued a Preliminary Injunction
Order, granting True North's request for a temporary restraining order. See
"CERTAIN LITIGATION."
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<PAGE> 18
Publicis was prevented by the District Court's order from commencing the
Initial Offer within five business days of its announcement as required by
statute, and on December 10, 1997, Publicis issued the following press release:
Publicis Announces Withdrawal of Its
Tender Offer for True North Shares
Paris, December 10, 1997 -- Publicis S.A. announced today that, as
result of today's order by U.S. District Judge Joan Gottschall enjoining it
from making or continuing any tender offer for True North, it is
withdrawing its previously announced tender offer for 9,619,904 shares of
common stock of True North Communications Inc. Publicis stated that it
intends to seek an emergency appeal and a stay of the preliminary
injunction pending the appeal. A hearing on Publicis' motion to enjoin the
proposed merger between True North and Bozell, Jacobs, Kenyon & Eckhardt
has been scheduled for December 18, 1997. Publicis further stated that,
pending the outcome of these court proceedings, it is considering all of
its options in connection with its proposal for a business combination with
True North.
Also on December 10, 1997, True North sent the following letter to
Publicis:
Mr. Maurice Levy
Publicis S.A. and Publicis Communication
133, avenue des Champs-Elysees
75380 Paris Cedex 08
FRANCE
Dear Maurice:
By now you should be absorbing the full significance of our
victory in obtaining a preliminary injunction. You are also, no doubt,
contemplating whether or not you wish to continue to expend time,
energy and money on trying to figure out how you might circumvent the
judge's ruling, appealing that ruling or (in the unlikely event that
the ruling is overturned), pursuing your campaign of disruption.
As you ponder these matters, you and your boards should know
that:
- The True North Board is fully united in its determination to
publicly reject the offer described in your December 4 letter,
when and if you are ever allowed to make it. This view is based
upon our board's conclusions, after careful consideration in
two separate meetings with the benefit of financial and legal
advice, that
- We believe that the Bozell deal would yield more in value
than the Publicis offer, and the acquisition of Bozell
allows us to realize our long-standing strategic vision
for a multi-brand architecture.
- We believe that a proper takeover premium for True North,
even without Bozell, would yield more than $28 and have a
written "inadequacy opinion" from Morgan Stanley to that
effect.
- We believe that the offer you attempted to make is best
understood as a conditional, partial offer for up to 38%
of our stock followed by an indefinitely valued second
step transaction in which no additional consideration
will flow directly to our shareholders. Even before the
second step is completed, True North's public
shareholders would become minority holders of a Publicis
subsidiary. We believe the "blended value" to our
shareholders of these two steps would likely be less then
$28.
- As fiduciaries, we have grave concerns about delivering
control to Publicis of our company if it were to have a
continuing public minority.
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- You are seriously mistaken in your belief that your relationship
problems are limited to senior management at the holding company
level. Your ten years of disruptive antics, which have reached a
crescendo in the past few weeks, have alienated key people
throughout the organization. Indeed, the seven-member board of FCB
management, our principal operating subsidiary, fully supports the
decision of True North Board to reject the offer you attempted to
make.
- We vehemently disagree with your assertion that True North lacks the
global capacity to serve multinational clients. In short, we don't
need Publicis for strategic reasons.
- Our response to your contract breaches will not be limited to an
injunction. We will press for a recovery of full compensatory
damages -- as well as punitive damages. Further, to the extent that
Publicis Communication, in which we are a 26.5% shareholder, bears
any expense or loss, we will seek damages from PSA and personally
from the Publicis Communication directors who are responsible for
that loss.
- In fact, you will put Publicis and its directors, individually, into
greater financial risk if the Bozell deal doesn't go forward on
account of your breaches before the judge ruled. In that instance,
the measure of damages to True North and to Bozell would expand
dramatically.
Finally we wish to acknowledge receipt of additional correspondence from
you dated December 8 and 9, 1997. At the present time, those letters seem
moot. However, for the record, we should note that we disagree with your
various assertions.
Sincerely,
Bruce Mason
Richard S. Braddock
On December 15, 1997, the United States Court of Appeals for the Seventh
Circuit vacated the District Court's Preliminary Injunction Order, allowing
Publicis to announce its renewed intention to commence, and to commence, the
Offer and to solicit your revocations and conditional proxies in opposition to
the Bozell Merger. See "CERTAIN LITIGATION." 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 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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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 Chief Executive Officer 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 a manner consistent with the provisions of
the Bozell Merger Agreement). True North's response was to decline 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 the
Proposed Publicis Combination would be consummated as soon as practicable
following consummation of the Offer. Publicis intends that 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 an estimated 26,587,937 Shares of True North. Following the consummation of
the transactions contemplated by the Offer and the Proposed Publicis
Combination, Publicis estimates that it would own approximately 71.8% of the
outstanding Shares on a fully diluted basis, with the remaining 28.2% of the
Shares being owned by the other Shareholders immediately prior to the effective
time of the Proposed Publicis Combination. 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 has been
set with the intention of yielding a post-merger common equity valuation of True
North 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 is conditioned, among other things, upon the following:
The Minimum Condition. Consummation of the Offer is 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,
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, 3,227,278 Shares were reserved
for issuance upon the exercise of outstanding options. Publicis Communication
owns 4,658,000 Shares.
Based on the foregoing and assuming no additional options or rights
exerciseable for, or securities convertible into, Shares have been issued since
September 1, 1997 and no additional Shares have been issued
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<PAGE> 21
since November 18, 1997 (other than Shares issued pursuant to the exercise of
options issued on or before September 1, 1997), 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 is 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 currently 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 is 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").
Publicis believes that, pursuant to the Rights Agreement, unless extended
by the True North Board in accordance with the Rights Agreement, the
Distribution Date will occur on December 18, 1997 as a result of Publicis'
public announcement on December 4, 1997 of its intention to commence the Initial
Offer. See "BACKGROUND AND RECENT EVENTS."
The Section 203 Condition. Consummation of the offer is 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
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.
While Publicis believes that Section 203 of the Delaware Law may be
inapplicable to the Offer and the Proposed Publicis Combination, Publicis has
requested that the True North Board adopt a resolution approving the Offer and
the Proposed Publicis Combination for purposes of Section 203 of the Delaware
Law. However, there can be no assurance that the True North Board will do so.
The Section 203 Condition would be satisfied if Publicis, in its sole
discretion, were to conclude that the restrictions of Section 203 of the
Delaware Law were 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
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<PAGE> 22
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 is 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 is 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. 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.
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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 (the
"District Court") for breach of their fiduciary obligations: (i) by interfering
with the 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 filed an answer to the complaint filed by
Publicis in the District Court. In addition, True North filed a counterclaim
(the "Counterclaim") against Publicis, Publicis S.A. and Maurice Levy, the
President and Chief Executive Officer of Publicis S.A. The Counterclaim alleges
that Publicis S.A.'s publication of its November 10, 1997 letter to True North
and Publicis S.A.'s related comments are false and misleading in violation of
the federal proxy rules. The Counterclaim states, among other things: "Publicis'
supposed proposal to acquire True North is nothing more than a ruse designed to
interfere with the proposed Bozell acquisition and to mislead True North's
shareholders. Publicis has indicated . . . that the 'combination' Publicis
referred to in the November 10, 1997 letter was in actuality an acquisition of
Publicis by True North."
The Counterclaim also alleges that Publicis, Publicis S.A. and Mr. Levy
tortiously interfered with the exercise by one or more of True North's directors
of their fiduciary duties, breached the May 1997 Agreements, and tortiously
interfered with the current and expected business relationship between True
North and Bozell. The Counterclaim states: "Though Publicis has publicly stated
that it is opposing the True North-Bozell transaction in the interests of
shareholder value, its actions have not been consistent with the best interests
of an open shareholder vote. Its real intention is to block the True
North-Bozell transaction by any means . . . ." The Counterclaim seeks an order
for corrective disclosures, injunctive relief, compensatory and punitive damages
and reimbursement of court costs and attorneys' fees.
Also on December 3, 1997, 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.
On December 5, 1997, True North moved for a temporary restraining order
from the District Court enjoining Publicis from engaging in any conduct that is
not in support of the Bozell Merger (other than voting against the Bozell
Merger) including by commencing the Initial Offer and by soliciting the
Shareholders to vote against the Bozell Merger.
Publicis believes that True North's counterclaims and arbitration claims
described above are baseless and intends to vigorously defend against them.
On December 10, 1997, the District Court ruled in favor of True North on
its motion for injunctive relief upon a finding that one of the May 1997
Agreements -- titled "Pooling Agreement" (the "Pooling Agreement") -- prohibits
Publicis from taking actions that do not "support" the Bozell Merger (other than
voting against the Bozell Merger) including making the Initial Offer and
soliciting revocations and conditional proxies in opposition to the Bozell
Merger. Accordingly, the District Court preliminarily enjoined Publicis,
Publicis S.A., Mr. Levy 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 urge Shareholders to vote against the Bozell
Merger and the Related Merger Proposals or to urge Shareholders not to vote on
the Bozell Merger and the Related Merger Proposals; or inducing, assisting or
encouraging third parties to take actions in opposition to the Bozell Merger.
On December 11, 1997, Publicis was granted leave by the District Court to
file and filed a supplemental and amended complaint (the "Amended Complaint").
In addition to restating the allegations in the initial complaint, the Amended
Complaint asserts, among other things, misrepresentations and omissions in the
True North Proxy. The Amended Complaint also seeks to force True North to redeem
the Rights Agreement or to
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<PAGE> 24
amend the Rights Agreement so that it is not triggered by the Offer. The Amended
Complaint alleges, among other things, that the True North Proxy does not
provide information about certain offers received or combinations discussed that
would allow True North stockholders to compare the Publicis proposals and the
Bozell Merger with prior offers or proposed combinations. The Amended Complaint
also alleges that the True North Proxy suggests that the "Other Interested
Party's" proposed transaction was of less value to the Shareholders than the
Bozell Merger by stating that the closing price of True North Common Stock on
November 25, 1997, the day before the date of the True North Proxy, was above
the "Other Interested Party's" final tentative offering price but fails to
disclose to True North stockholders that "the price on November 25, 1997
reflected the $2.63 jump in True North's share value on November 17, 1997, when
Publicis disclosed its proposed offer."
The Amended Complaint further alleges that a letter included in the True
North Proxy dated December 2, 1997 originally directed to the Shareholders who
are also True North employees "erroneously states that 'Publicis withh[eld] some
obligatory financial documentation [from True North],' and blames Publicis for
causing an alleged delay in obtaining SEC approval of True North's proxy
solicitation materials." According to the Amended Complaint, (i) True North did
not ask Publicis for "financial documentation," such as financial statements,
but for a statement from its accountants as to which standards had been applied
to certain financial statements of Publicis, and (ii) Publicis did not withhold
anything, but requested its accountants to comply. The Amended Complaint also
alleges that any delay in the Securities and Exchange Commission declaring True
North's proxy materials effective was not caused by Publicis' purported delay in
providing the accountants' statements requested by True North.
Finally, the Amended Complaint alleges that True North has tried to mislead
the Shareholders into believing that the results of the proxy solicitation, and
the Bozell Merger, are a forgone conclusion. In particular, the Amended
Complaint complains of statements allegedly made by Bruce Mason, Chairman and
Chief Executive Officer of True North, on the CNBC network's "Power Lunch"
program to the effect that True North expected the Bozell Merger to be completed
by December 31, 1997 (which would be possible only if True North stockholders
were to approve the Bozell Merger at the Special Meeting) and in an interview to
the Paris daily newspaper Le Figaro, in which Mr. Mason allegedly predicted that
the Bozell Merger was a near certainty, stating that True North and Bozell "are
going to constitute" a very powerful combination. Discovery has commenced with
respect to the Counterclaims but the District Court has not ruled on the matter.
On December 15, 1997, the United States Court of Appeals for the Seventh
Circuit vacated the District Court's Preliminary Injunction Order, holding that
the Preliminary Injunction Order had been issued in violation of a provision of
the Pooling Agreement that requires disputes concerning this agreement to be
decided solely in courts located in Delaware.
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.
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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.
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
24
<PAGE> 26
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 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 16, 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
$ .
25
<PAGE> 27
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 FFR
500,000, which increased to FFR 1,000,000 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.
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.
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.
26
<PAGE> 28
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 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.
27
<PAGE> 29
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> 30
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> 31
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> 32
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> 33
IMPORTANT
Publicis urges you not to sign any proxy card sent to you by True North and,
when you receive our GOLD revocation and conditional proxy card, sign, date and
return it as soon as possible.
If you have any questions or need additional copies of this document, please
call:
[MacKenzie Partners, Inc. Logo]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or
CALL TOLL FREE: (800) 322-2885
<PAGE> 34
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> 35
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 16, 1997, SOLICITING REVOCATIONS AND CONDITIONAL
PROXIES FOR THE SPECIAL MEETING.
Date , 199
----------------------------------------- --
Signature
-------------------------------------------
Title
-----------------------------------------------
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.
