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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
METRO DISPLAY ADVERTISING, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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METRO DISPLAY ADVERTISING, INC.
15265 Alton Parkway
Irvine, California 92618
January 7, 1998
Dear Stockholder:
We are writing with reference to the Annual Meeting of Shareholders of
Metro Display Advertising, Inc. (the "Company") to be held on January 15, 1998.
On January 5, 1998, we mailed a Notice of Annual Meeting, Proxy Statement and
related material, including a letter dated December 31, 1997 signed by me on
behalf of the Company.
Attached is the January 5 letter from me which should have accompanied
these proxy materials. The December 31 letter was inaccurate because (i) it
varied from the January 5 letter, which was filed with the Securities and
Exchange Commission ("SEC"), and (ii) it incorrectly stated that we have "been
working with the Securities and Exchange Commission since October '97 to obtain
their approval of the Plan of Merger which was obtained in December '97." The
fact is that we filed preliminary proxy materials with the SEC on October 16,
December 19 and January 2, as required by the SEC proxy rules, and our counsel
has been responding to certain issues raised by the staff of the SEC. The SEC
never approves the terms of a merger and has not approved the Plan of Merger in
this case. Moreover, the SEC does not approve proxy statements or other proxy
soliciting materials, and has not done so in this case. Indeed, the staff of the
SEC has not yet given detailed comments on the proxy statement. We decided to
schedule the Annual Meeting of Shareholders and to mail the proxy material
without waiting for the staff's comments.
Any implication that the SEC has approved the Plan of Merger or the
proxy materials is incorrect and should be disregarded. Accordingly, please
disregard the December 31 letter that accompanied the proxy materials
previously mailed to you. The enclosed letter dated January 5 is the letter we
should have sent to you instead.
For this reason, we enclose a blue proxy to replace the white proxy that
was mailed to you on January 5, 1998. Even if you have already signed and
returned a white proxy, please sign the enclosed blue proxy and return it in the
enclosed envelope or by facsimile transmission. We apologize for any
inconvenience this may cause you.
Sincerely yours,
Scott A. Kraft
Chief Executive Officer and
President
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METRO DISPLAY ADVERTISING, INC.
15265 Alton Parkway
Irvine, California 92618
(714) 727-4444
January 5, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Metro Display Advertising, Inc. (the "Company"), to be held at the Fullerton
Senior Multi-Service Center, 340 West Commonwealth Avenue, Fullerton, California
92832, at 2:00 p.m. local time, on January 15, 1998.
The Board of Directors is submitting for your consideration, at the Annual
Meeting, a proposal to approve and adopt an Agreement and Plan of Merger, dated
as of September 8, 1997, by and among the Company, Eller Media Company ("Eller")
and EMS, Inc. ("EMS"), a wholly-owned subsidiary of Eller, as amended and
restated on January 5, 1998 (the "Agreement and Plan of Merger"), pursuant to
which EMS will be merged with and into the Company (the "Merger") and the
Company will become a wholly-owned subsidiary of Eller. The Notice of Annual
Meeting of Shareholders and Proxy Statement accompanying this letter more fully
describe the matters to be considered at the Annual Meeting. We urge you to read
the enclosed materials carefully.
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE AGREEMENT AND PLAN OF
MERGER AND RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AGREEMENT AND PLAN OF
MERGER.
Approval of the Agreement and Plan of Merger requires the affirmative vote
of the holders of a majority of the outstanding shares of the Company's Common
Stock entitled to vote thereon.
At the Annual Meeting, you will also be asked to elect three directors to
serve on the Company's Board of Directors until the Merger is consummated or
until the next Annual Meeting and until their successors are elected and
qualified, and to ratify the selection of Peck & Lopez as the Company's
independent auditors for the fiscal year ending December 31, 1997.
Whether or not you plan to attend the Annual Meeting, we urge you to sign,
date and return the enclosed proxy in the envelope provided. The vote of each
shareholder is important. If you attend the Annual Meeting, you may vote your
shares in person, even if you have previously submitted a proxy.
Sincerely,
Scott A. Kraft
Chief Executive Officer and President
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[LETTERHEAD OF METRO DISPLAY ADVERTISING, INC.]
December 31, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Metro Display Advertising, Inc. (the "Company"), to be held at the Fullerton
Senior Multi-Service Center, 340 West Commonwealth Ave., Fullerton, California
92614, at 2:00 p.m. local time, on January 15, 1998.
In order to convene the meeting, a majority of the outstanding shares of
the Company's Common stock must be represented in person at the meeting and/or
by proxy. Failure to obtain this majority will preclude Metro from acquiring
Stockholder approval of the items set forth on the ballot, including the
extremely important Plan of Merger as delineated below.
The Board of Directors is submitting for your consideration, at the Annual
Meeting, a proposal to approve an Agreement and Plan of Merger, dated December
31, 1997, by and among the Company, Eller Media Company ("Eller") and EMS, Inc.
("EMS"), a wholly-owned subsidiary of Eller, pursuant to which EMS will be
merged with and into the Company (the "Merger") and the Company will become a
wholly-owned subsidiary of Eller. The Notice of Annual Meeting of Shareholders
and Proxy Statement accompanying this letter more fully describes the matters to
be considered at the Annual Meeting. We urge you to read the enclosed materials
carefully.
The Metro/Eller management team has been working diligently since March of
'97 to bring this merger to fruition. We have also been working with the
Securities & Exchange Commission since October '97 to obtain their approval of
the Plan of Merger which was obtained in December '97. This activity accounted
for the delay and short notice for the Stockholders Meeting. Even though this
was beyond our control, we apologize for this delay. We are, however, confident
that our Stockholders will meet this challenge as they have in the past and
respond accordingly with your proxies and/or attendance at this very important
event.
THE COMPANY'S BOARD OF DIRECTORS HAS APPROVED THE AGREEMENT AND PLAN OF
MERGER AND RECOMMENDS THAT YOU VOTE FOR APPROVAL.
Approval of the Agreement and Plan of Merger requires the affirmative vote
of the holders of a majority of the outstanding shares of the Company's Common
stock entitled to vote thereon.
(OVER)
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At the Annual Meeting, you will also be asked to elect three Directors to
serve the Company's Board of Directors until the Merger is consummated or until
the next Annual Meeting and until their successors are elected and qualified,
and to ratify the selection of Peck & Lopez as the Company's independent
auditors for the fiscal year ending December 31, 1997.
Whether or not you plan to attend the Annual Meeting, we urge you to
immediately sign, date and return the enclosed proxy in the self addressed
envelope provided herein upon review of the enclosed material. To ensure that
your votes are recorded in a timely manner, you may also FAX your signed
proxy(s) to the above FAX number. Remember, the vote of each shareholder is
important. If you attend the Annual Meeting, you may vote your shares in person,
even if you have previously submitted a proxy.
Sincerely,
/s/ Scott A. Kraft
Scott A. Kraft
Chief Executive Officer and President
