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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-73303
PROSPECTUS
158,038 Shares
True North Communications Inc.
Common Stock
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The shares offered hereby are 158,038 issued and outstanding shares of
Common Stock of True North Communications Inc., which are owned by the Selling
Stockholders named in this Prospectus, and which will be sold from time to time
by the Selling Stockholders for their respective accounts.
The Selling Stockholders have advised us that they intend to sell the shares
in one or more ordinary brokerage transactions on the New York Stock Exchange
at market prices prevailing at the time of such sale (subject to customary or
negotiated brokerage commissions). We will not receive any of the proceeds from
the sale of the shares by the Selling Stockholders.
Our Common Stock is listed on the New York Stock Exchange under the symbol
"TNO." On March 2, 1999, the closing price of our Common Stock on the New York
Stock Exchange was $24.00 per share.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
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March 15, 1999.
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THE COMPANY
In December 1994, True North Communications Inc. ("True North") succeeded
Foote, Cone & Belding Communications, Inc. as the holding company for Foote,
Cone & Belding. In December 1997, through the merger of a subsidiary of True
North with Bozell, Jacobs, Kenyon & Eckhardt, Inc., True North almost doubled
its size by adding Bozell Worldwide, Temerlin McClain and certain specialized
communications businesses to its network.
True North offers full-service advertising through two separate, independent
global agency networks: Foote, Cone & Belding Worldwide and Bozell Worldwide
which by themselves and through their respective subsidiaries and affiliates,
independently operate separate advertising agency networks worldwide. Their
primary business is to create marketing communications for their clients' goods
and services across the spectrum of advertising and promotion media. Each of
the agency networks has its own clients and competes with the other in certain
markets. True North also operates two other independent full-service agencies,
Temerlin McClain and Tierney & Partners, Inc. In addition, True North owns
certain marketing services and specialty advertising companies through the True
North Diversified Services Companies, and interests in certain interactive
marketing companies through TN Technologies Inc. True North's corporate
headquarters are located at 101 East Erie Street, Chicago, Illinois 60611-2897
and its telephone number is (312) 425-6500.
SELLING STOCKHOLDERS
True North issued an aggregate of 158,038 shares of True North common stock
to the Selling Stockholders as the final payment for the purchase by True North
in December 1996 from the Selling Stockholders of the business and operations
of Modern Media Advertising Limited Partnership. In connection with the
acquisition, True North agreed to use commercially reasonable efforts to
register such shares until such time as each Selling Stockholder can sell all
of his shares within one three month period pursuant to the requirements of
Rule 144 under the Securities Act.
The table below sets forth the following information with respect to the
Selling Stockholders:
(i) the name of each Selling Stockholder;
(ii) the number of shares of True North common stock beneficially owned
by such Selling Stockholder prior to the offering;
(iii) the maximum number of shares of True North common stock that may
be sold by such Selling Stockholder hereby; and
(iv) the number of shares of True North common stock to be beneficially
owned by such Selling Stockholder assuming all of the shares of such
Selling Stockholder covered by this Prospectus are distributed in the
offering.
<TABLE>
<CAPTION>
Maximum Number of Shares to be
Number Beneficially Owned
Number of Shares of after Offering,
Beneficially Shares Assuming all Shares
Owned Prior to to be Offered are
Name of Selling Stockholder the Offering Offered Distributed
--------------------------- ---------------- ------- ----------------------
<S> <C> <C> <C>
Gerald M. O'Connell and
Elizabeth Weir O'Connell..... 145,327 70,327 75,000
Douglas C. Ahlers............. 129,523 54,523 75,000
Robert C. Allen, II........... 31,608 31,608 0
Kraft Enterprises Ltd......... 1,580 1,580 0
------- ------- -------
Total..................... 308,038 158,038 150,000
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</TABLE>
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No Selling Stockholder beneficially owns one percent or more of True North's
issued and outstanding common stock.
Because the Selling Stockholders or their transferees may offer all, a
portion or none of the common stock offered pursuant to this Prospectus, no
estimate can be given as to the amount of common stock that will be held by the
Selling Stockholders upon termination of the offering.
PLAN OF DISTRIBUTION
True North has been advised by the Selling Stockholders that they intend to
sell all or a portion of the shares offered hereby from time to time in
ordinary brokerage transactions on the NYSE at market prices prevailing at the
time of such sale (subject to customary or negotiated brokerage commissions)
using such broker-dealers as may enter into arrangements with the Selling
Stockholders. The Selling Stockholders will pay all brokerage commissions
applicable to such transactions. True North will not receive any of the
proceeds from the sale of the shares by the Selling Stockholders.
There can be no assurance that the Selling Stockholders will sell any or all
of the shares offered by them hereunder.
The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
Commissions received by any such broker may be deemed to be underwriting
commissions under the Securities Act.
LEGAL MATTERS
Suzanne S. Bettman, Vice President and Assistant General Counsel of True
North will issue an opinion about the legality of the True North common stock
being offered by this Prospectus.
EXPERTS
The consolidated financial statements of True North and its subsidiaries
included (or incorporated by reference) in True North's Annual Report on Form
10-K for the year ended December 31, 1997 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of Arthur
Andersen LLP as experts in giving said reports.
The consolidated statements of operations, cash flows and stockholders'
equity of Bozell, Jacobs, Kenyon & Eckhardt, Inc. and subsidiaries for the two
years ended March 31, 1997, were audited by KPMG Peat Marwick LLP, independent
certified public accountants, and are included in the consolidated financial
statements of True North Communications Inc. for the two years ending December
31, 1996. The reports of KPMG Peat Marwick LLP on the statements of operations,
cash flows and stockholders' equity of Bozell, Jacobs, Kenyon & Eckhardt, Inc.
and subsidiaries for the two years ended March 31, 1997 are incorporated by
reference in reliance upon the authority of KPMG Peat Marwick LLP as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
True North files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). You may inspect and copy such
reports, proxy statements and other information at the public reference
facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information. Such materials also may be accessed electronically by
means of the SEC's web site at http://www.sec.gov.
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True North has filed a Registration Statement relating to the offering
described in this Prospectus. As allowed by SEC rules, this Prospectus does not
contain all of the information which you can find in the Registration
Statement. You are referred to the Registration Statement and the exhibits
thereto for further information. This Prospectus is qualified in its entirety
by such other information.
The SEC allows True North to "incorporate by reference" information into
this Prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Prospectus,
except for any information superseded by information in this Prospectus. This
Prospectus incorporates by reference the documents set forth below that have
been previously filed with the SEC. These documents contain important
information about True North's business and finances.
1. True North's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
2. True North's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998, June 30, 1998 and September 30, 1998;
3. True North's Current Reports on Form 8-K dated November 4, 1998, December
28, 1998 and March 3, 1999;
4. The description of True North's capital stock contained in True North's
Registration Statement on Form S-4 filed on November 26, 1997, Registration No.
333-41189, and any amendment or report filed for the purposes of updating such
description;
5. The description of True North's Preferred Stock Purchase Rights contained
in True North's Registration Statement on Form 8-A filed on November 5, 1998
and any amendment or report filed for the purpose of updating such description;
and
6. All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 1997.
This Prospectus also incorporates by reference additional documents that may
be filed by True North with the SEC between the date of this Prospectus and the
filing of a post-effective amendment which indicates that all shares offered
have been sold or which deregisters all shares then remaining unsold. Any
statement contained in this Prospectus or in a document incorporated by
reference shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any other document
which is also incorporated by reference modifies or supersedes such statement.
You may obtain copies of such documents which are incorporated by reference
in this Prospectus (other than exhibits thereto which are not specifically
incorporated by reference herein), without charge, upon written or oral request
to the Secretary of True North at 101 East Erie Street, Chicago, Illinois
60611-2897, (312) 425-6500. In order to ensure delivery of documents, any
request therefor should be made not later than five business days prior to
making an investment decision.
You should rely only on the information contained or incorporated by
reference in this Prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this Prospectus. You
should not assume that the information contained in this Prospectus is accurate
as of any date other than the date of this Prospectus, and neither the mailing
of this Prospectus to stockholders nor the issuance of any securities hereunder
shall create any implication to the contrary. This Prospectus does not offer to
buy or sell securities in any jurisdiction where it is unlawful to do so.
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