SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
TRUE NORTH COMMUNICATIONS
(FORMERLY FOOTE CONE & BELDING COMMUNICATIONS, INC.)
(Name of Issuer)
Common stock (Title of Class of Securities)
897844106 (formerly 344872106) (CUSIP Number)
Check the following box if a fee is being paid with this
statement ( ). (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover pages shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
the section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
CUSIP NO. 897844106
13G
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bankmont Financial Corp. (Previously updated by Harris
Bankcorp, Inc. on behalf of Bankmont Financial Corp.)
51-0275712
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
See Exhibit 1 (b) ( x )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
A Delaware Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 3,191,007
See Exhibit 2
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 3,174,523
See Exhibit 2
8 SHARED DISPOSITIVE POWER 16,484
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,191,007
See Exhibit 2
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.8%
12 TYPE OF REPORTING PERSON HC
*SEE INSTRUCTION BEFORE FILLING OUT!
1(a) NAME OF ISSUER:
True North Communications
(Formerly Foote Cone & Belding Communications, Inc.)
1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
101 E. Erie Street
Chicago, IL 60611-2897
2(a) NAME OF PERSON FILING:
Bankmont Financial Corp. (Previously filed by Harris
Bankcorp, Inc. on behalf of Bankmont Financial Corp.)
2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR RESIDENCE:
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
2(c) PLACE OF ORGANIZATION OR CITIZENSHIP:
A Delaware Corporation
2(d) TITLE OF CLASS OF SECURITIES:
Common stock
2(e) CUSIP NUMBER:
897844106
(formerly 344872106)
3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ]Broker or dealer registered under section 15 of the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act.
(e) [ ] Investment adviser registered under section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment fund; see Sec.240.13d-1(b)(1)(ii)(F).
(g) [X] Parent holding company, in accordance with
Sec.240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H).
4 OWNERSHIP:
(a) Amount Beneficially Owned: 3,191,007
See Exhibit 2
(b) Percent of Class: 13.8%
(c) Number of Shares as to Which Such Person has:
(i) Sole power to vote or to direct the vote: 3,191,007
See Exhibit 2
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
3,174,523
See Exhibit 2
(iv) Shared power to dispose or to direct the disposition of:
16,484
5 NOT APPLICABLE
6 OWNERSHIP OF MORE THAN 5 PERCENT ON BEHALF OF ANOTHER PERSON:
See Exhibit 2
7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Harris Bankcorp, Inc. a Parent Holding Company, filing
under Rule 13d-1(b)(ii)(G) on behalf of the following
subsidiaries:
Harris Bankcorp, Inc., a Parent Holding Company
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust and Savings Bank, a bank
111 West Monroe Street
P. O. Box 755
Chicago, IL 60690
Harris Trust Bank of Arizona, a bank
6263 North Scottsdale Road
Suite 100
Scottsdale, Arizona 85252
8 NOT APPLICABLE
9 NOT APPLICABLE
10 CERTIFICATION:
By signing below, the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were acquired
in the ordinary course of business and not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of his knowledge
and belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: February 13, 1996
BANKMONT FINANCIAL CORP.
BY: (Alan G. McNally)
Alan G. McNally
President
SCHEDULE 13G
Exhibit 1
Bankmont Financial Corp., a wholly-owned subsidiary of Bank of
Montreal, owns Harris Bankcorp, Inc. Harris Trust and Savings Bank
is a wholly-owned subsidiary of Harris Bankcorp, Inc.
Pursuant to Rule 13-d(f)1(iii), Harris Bankcorp, Inc. and Harris
Trust and Savings Bank agree to this filing of Schedule 13G by Bankmont
Financial Corp. This exhibit is submitted as proof of their agreement
and authorization for Bankmont Financial Corp. to file on their behalf.
Date: February 13, 1996
HARRIS BANKCORP, INC.
BY: (Thomas R. Sizer)
Thomas R. Sizer
Secretary
HARRIS TRUST AND SAVINGS BANK
BY: (Robert J. Fridell)
Robert J. Fridell
Vice President
SCHEDULE 13G
Exhibit 2
In accordance with Rule 13d-4, Bankmont Financial Corp., its wholly
- -owned subsidiary Harris Bankcorp, Inc. and its wholly-owned
subsidiary Harris Trust and Savings Bank as Trustee, expressly disclaim
beneficial ownership of the 3,174,523 Common Shares held by the Harris
Trust and Savings Bank as Trustee of the Foote, Cone & Belding
Communications, Inc. Employee Stock Ownership Plan Trust (the "Shares"
and the "Trusts"). These Shares are reported on Cover Sheet page 2 and
also on pages 4 through 6 of this Schedule 13G.
Under terms of the Trusts, as amended, the Trustee is to vote the
allocated Shares held by the Trusts in accordance with the instructions
received from Trust participants and to dispose of the allocated Shares
in connection with tender offers in accordance with directions received
from Trust participants. If no voting instructions or invalid voting
instructions are received with respect to allocated Shares, the Shares
are voted in proportion with other shares in accordance with the Trust
agreements. With respect to allocated Shares, if no directions or
invalid directions are received in connection with tendering Shares,
the Shares are tendered in proportion. With respect to unallocated
Shares, the Trustee is to vote such Shares, or dispose of such Shares
in connection with tender offers, in the same manner and in the same
proportion as the allocated Shares with respect to which the Trustee
received valid voting instructions or directions are voted or disposed.
The actions and duties of the Trustee pursuant to the provisions of the
Plan and the Trust, including but not limited to the provisions described
above, are subject to the requirements of the Employee Retirement Income
Security Act of 1974.
