<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
True North Communications Inc.
________________________________________________________________________________
(Exact Name of Registrant as Specified in Charter)
Delaware 36-1088161
- ---------------------------------------------- --------------------
(State or Other Jurisdiction of Incorporation) (IRS Employer
Identification no.)
101 East Erie Street, Chicago, Illinois 60611
- ---------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section 12(b) pursuant to Section 12(g) of the
of the Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [_]
Securities Act registration statement file number to which this form relates:
None. (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
Preferred stock purchase rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: none.
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
On November 4, 1998, the Board of Directors of True North
Communications Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of the Company's common stock, $.33-1/3 par
value per share ("Common Stock"), to stockholders of record at the close of
business on November 30, 1998. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one two-thousandth of a share (a
"Unit") of Series B Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Stock"), of the Company at a price of $100 per Unit (the
"Purchase Price"), subject to adjustment. The description and terms of the
Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of
November 4, 1998 between the Company and First Chicago Trust Company of New
York, as Rights Agent.
Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. The Rights will separate from the Common
Stock and the Distribution Date will occur upon the earliest of (i) 10 days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more (or, in the case of Publicis
Communication, 22% or more) of the outstanding shares of Common Stock (the
"Stock Acquisition Date"), (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group becomes an Acquiring Person) following the commencement of a tender
offer or exchange offer which, if consummated, would result in a person or group
beneficially owning 15% or more (or, in the case of Publicis Communication, 22%
or more) of the outstanding shares of Common Stock or (iii) during any 180 Day
Period (as defined below), the date immediately following the date of execution
of an agreement relating to or providing for (x) an acquisition of the Company
in a merger or other business combination transaction in which the Company would
not be the surviving corporation, (y) an acquisition of the Company in a merger
or other business combination transaction in which the Company would be the
surviving corporation and in which all or part of the Common Stock would be
converted into securities of another entity, cash or other property, or (z) 50%
or more of the Company's assets or earning power being sold or transferred.
Until the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only with such Common
Stock certificates, (ii) new Common Stock certificates issued on or after
November 30, 1998 will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights associated
with the Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right to
require prior to the occurrence of a Triggering Event (as defined below) that,
upon any exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.
-2-
<PAGE>
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 30, 2008, unless earlier redeemed by
the Company as described below.
As soon as practicable after the Distribution Date, Rights
certificates will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights. Except as otherwise provided in
the Rights Agreement, only shares of Common Stock issued prior to the
Distribution Date will be issued with Rights.
In the event that, at any time following the Distribution Date, a
person or group becomes an Acquiring Person, each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock having a value
equal to two times the exercise price of the Right. If an insufficient number of
shares of Common Stock is authorized for issuance, then the Board would be
required to substitute cash, property or other securities of the Company for the
Common Stock. Notwithstanding any of the foregoing, following the occurrence of
the event set forth in this paragraph, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person will be null and void. However, Rights are not exercisable
following the occurrence of the event set forth in this paragraph until such
time as the Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $100 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $200
worth of Common Stock (or other consideration, as noted above) for $100.
Assuming that the Common Stock had a per share value of $25 at such time, the
holder of each valid Right would be entitled to purchase eight shares of Common
Stock for $100.
In the event that, at any time following the Stock Acquisition Date or
during the pendency of a 180 Day Period, (i) the Company is acquired in a merger
or other business combination transaction in which the Company is not the
surviving corporation, (ii) the Company is acquired in a merger or other
business combination transaction in which the Company is the surviving
corporation and all or part of the Common Stock is converted into securities of
another entity, cash or other property, or (iii) 50% or more of the Company's
assets or earning power is sold or transferred, each holder of a Right (except
Rights which previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise, common stock of the acquiring company
having a value equal to two times the exercise price of the Right. The events
set forth in this paragraph and in the second preceding paragraph are referred
to as the "Triggering Events."
The purchase price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights, options or warrants to subscribe for Preferred Stock or convertible
securities at less than
-3-
<PAGE>
the current market price of the Preferred Stock, or (iii) upon the distribution
to holders of the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional Units will be issued and, in lieu thereof, an adjustment
in cash will be made based on the market price of the Preferred Stock on the
last trading day prior to the date of exercise.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which will
have become void), in whole or in part, at an exchange ratio of one share of
Common Stock, or one two-thousandth of a share of Preferred Stock (or of a share
of a class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
In general, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (subject to adjustment and payable in cash,
Common Stock or other consideration deemed appropriate by the Board of
Directors) at any time until ten days following the Stock Acquisition Date.
Immediately upon the action of the Board of Directors authorizing any
redemption, the Rights will terminate and the only right of the holders of
Rights will be to receive the redemption price. Notwithstanding the foregoing,
in the event that a majority of the Board of Directors of the Company is elected
by stockholder action by written consent, or is comprised of persons elected at
a meeting of stockholders who were not nominated by the Board of Directors in
office immediately prior to such meeting, then for a period of one hundred
eighty (180) days following the effectiveness of such election (the "180 Day
Period"), the Rights may not be redeemed.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
result in the recognition of taxable income by stockholders or the Company,
stockholders may, depending upon the circumstances, recognize taxable income
after a Triggering Event.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, including an
amendment to lower certain thresholds described above to not less than the
greater of (i) the sum of .001% and the largest percentage of the outstanding
shares of Common Stock then known to the Company to be beneficially owned by any
person or group of affiliated or associated persons and (ii) 10%, except that
from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the
interests of the holders of the Rights. Notwithstanding the foregoing, during
the pendency of any 180 Day Period, the terms of the Rights may not be amended
other than to cure ambiguities or to correct defects or inconsistencies.
-4-
<PAGE>
A copy of the Rights Agreement is available free of charge from the
Rights Agent. This description of the Rights does not purport to be complete and
is qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.
-5-
<PAGE>
Item 2. Exhibits
Exhibit 1. Rights Agreement dated as of November 4, 1998 between the Registrant
and First Chicago Trust Company of New York, as Rights Agent, which
includes the Form of Certificate of Designation of Series B Junior
Participating Preferred Stock of the Registrant as Exhibit A, the Form of
Rights Certificate as Exhibit B, and the Summary of Rights to Purchase
Preferred Stock as Exhibit C, is incorporated by reference to Exhibit 4.1
to the Registrant's Current Report on Form 8-K dated November 4, 1998.
-6-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned thereunto duly authorized.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ KENNETH J. ASHLEY
----------------------------------
Name: KENNETH J. ASHLEY
--------------------------------
Title: VICE-PRESIDENT, TREASURER
-------------------------------
Dated: November 4, 1998
-7-
