<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 4, 1999
REGISTRATION NO. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRUE NORTH COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
----------------
36-1088161
(I.R.S. Employer Identification No.)
----------------
101 East Erie Street
Chicago, IL 60611-2897
(312) 425-6500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
----------------
Bruce Mason, Chief Executive Officer
True North Communications Inc.
101 East Erie Street
Chicago, IL 60611-2897
(312) 425-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
----------------
Copy To:
Theodore J. Theophilos
Executive Vice President of Corporate Development
and Business Affairs
True North Communications Inc.
101 East Erie Street
Chicago, IL 60611-2897
----------------
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement as determined by
the Selling Stockholders.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share (1) Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.33 1/3 par value (2) (3) 1,201,154 shares $ 23.53 $ 28,263,154 $ 7,858.00
===================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act based on the average of the high and low
prices per share of the Registrant's Common Stock on the New York Stock Exchange
as reported in the consolidated reporting system on February 26, 1999.
(2) Includes 1,201,154 associated preferred stock purchase rights ("Rights") to
purchase 1/2,000 of a share of Series B Junior Participating Preferred Stock,
par value $1.00 per share. Rights initially are attached to and trade with the
Common Stock of Registrant. The value attributable to such Rights, if any, is
reflected in the market price of the Common Stock.
(3) Pursuant to Rule 416 under the Securities Act, there is also registered
hereby an indeterminate number of securities that may be issued, with respect to
such shares of Common Stock as a result of stock splits, stock dividends or
similar transactions.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this Prospectus is not complete and may be changed. The +
+Selling Stockholders may not sell these securities until the registration +
+statement filed with the Securities and Exchange Commission is effective. +
+This Prospectus is not an offer to sell these securities and is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED MARCH __ 4, 1999
PROSPECTUS
1,201,154 Shares
True North Communications Inc.
Common Stock
The shares offered hereby are 1,201,154 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 may 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.
-----------
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.
-----------
, 1999.
<PAGE>
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 1,201,154 shares of True North common
stock in the name of the Selling Stockholders by virtue of a merger of a wholly
owned subsidiary of True North into The Financial Relations Board, Inc.
("FRB"). The Selling Stockholders were FRB stockholders and optionholders at
the time of this merger and received their True North shares in exchange for
their FRB shares and in connection with their options. In connection with the
merger, True North agreed to use its best efforts to cause the shares to be
registered so as to permit the resale thereof if the Selling Stockholders so
desire and to keep the registration effective until March 31, 2001.
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 common stock beneficially owned by such
Selling Stockholder prior to the offering;
(iii) the maximum number of shares of such common stock which may be
sold by such Selling Stockholder hereby; and
(iv) the number of shares of 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.
2
<PAGE>
<TABLE>
<CAPTION>
Number of Shares to be
Beneficially Owned after
Number of Shares Offering, Assuming All
Name of Selling Beneficially Owned Prior Maximum Number of Shares Offered are
Stockholder to the Offering Shares to be Offered Distributed
--------------- ------------------------ -------------------- ------------------------
<S> <C> <C> <C>
Michael Arneth.......... 5,838 5,838 0
Margie Baigh............ 8,745 8,745 0
Hannah Bruce............ 5,847 5,847 0
Kathleen Brunson........ 21,152 21,152 0
Donna Case.............. 46,709 46,709 0
Moira Conlon............ 2,923 2,923 0
Julie Creed............. 5,847 5,847 0
Susan Caulton........... 8,754 8,754 0
Bessie Gallanis......... 2,923 2,923 0
Karen Griffiths......... 8,754 8,754 0
Timothy Kent............ 5,838 5,838 0
Regina Lenihan.......... 8,754 8,754 0
Jerry Miller............ 5,847 5,847 0
William Miller (1)...... 158,546 158,546 0
Stephanie Mishra........ 5,838 5,838 0
William Murphy.......... 5,847 5,847 0
Lise Needham............ 8,763 8,763 0
Theodore H. Pincus...... 701,207 701,207 0
Richard Queeney......... 8,754 8,754 0
Daniel Reid............. 11,678 11,678 0
Diane Rohlin............ 21,851 21,851 0
Michael Rosenbaum....... 75,791 75,791 0
Daniel Saks............. 5,838 5,838 0
Marianne Stewart........ 8,763 8,763 0
Kerry Thalheim.......... 8,763 8,763 0
Robert Trczinski........ 18,227 18,227 0
Jean Weingart........... 17,510 17,510 0
George Zagoudis......... 5,847 5,847 0
--------- --------- ---
Total................. 1,201,154 1,201,154 0
========= ========= ===
</TABLE>
- --------
(1) Includes 63,511 shares held by a trust, of which the beneficial owner is
William Miller.
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.
Approximately 13% of the shares beneficially owned by each Selling
Stockholder are being held in escrow by a third party. All or any part of the
shares of True North common stock being held in escrow may be forfeited to True
North in order to indemnify True North for any loss for which it is entitled to
indemnity in connection with the merger and therefore, the number of shares
beneficially owned and available for offer by each Selling Stockholder may be
thereby decreased. The shares being held in escrow may be sold by the
beneficial owner free from escrow but the proceeds of any sale will be subject
to escrow. The escrow arrangement will expire on or about February 2, 2000,
except with respect to claims made prior to that date.
3
<PAGE>
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. Approximately 13% of the shares being
offered for sale are being held in escrow but may be sold free from escrow. As
discussed above, the proceeds of any such sale will be subject to escrow.
Selling Stockholders owning in the aggregate 1,017,990 of the shares covered
by this Prospectus have each agreed with True North that they will not sell any
True North shares until after such time as results covering at least 30 days of
combined operations of FRB and True North have been published by True North, in
the form of a quarterly earnings report, an effective registration statement
filed with the Securities and Exchange Commission (the "SEC"), a report to the
SEC on Form 10-K, 10-Q, or 8-K, or any other public filing or announcement
which includes the combined results of operations, although during that period,
these Selling Stockholders will not be prohibited from selling up to 10% of
their True North shares or making charitable contributions or bona fide gifts
of their True North shares.
True North is registering the shares being offered hereunder in connection
with the merger. In connection therewith, True North and the Selling
Stockholders have agreed to indemnify the other against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
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. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
LEGAL MATTERS
Suzanne S. Bettman, Esq., 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.
4
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
True North files reports, proxy statements and other information with 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.
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 and
December 28, 1998;
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.
5
<PAGE>
PART II--INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions) all of which are being paid by the Registrant:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $ 7,858
NYSE listing fee................................................ 1,500
Accountant's fees and expenses.................................. 2,000
Legal fees and expenses......................................... 5,000
Miscellaneous................................................... 1,642
--------
Total........................................................... $ 18,000
========
</TABLE>
*All amounts are estimates except for the SEC registration fee and the NYSE
listing fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, True North has
broad powers to indemnify its directors and officers against liabilities they
may incur in such capacities, including liabilities under the Securities Act.
True North's bylaws also provide that True North will indemnify its directors,
officers, employees and other agents to the fullest extent permitted by Delaware
law.
True North's Certificate of Incorporation, as amended, provides for the
elimination of liability for monetary damages for breach of the directors'
fiduciary duty of care to True North or its stockholders. These provisions do
not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to True
North or its stockholders, for acts or omissions not in good faith or involving
intentional misconduct, for knowing violations of law, for any transaction from
which the director derived an improper personal benefit, or for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision does not affect a director's responsibilities
under any other laws, such as the federal securities laws or state or federal
environmental laws.
Furthermore, True North has secured insurance covering True North and its
directors and officers and those of its principal subsidiaries against certain
liabilities.
ITEM 16. EXHIBITS.
4.1 Registrant's Restated Certificate of Incorporation, as amended
(incorporated by reference to Exhibit 3(i) to Registrant's Form 10-K for
the year ended December 31, 1994).
4.2 Certificate of Ownership and Merger changing Registrant's name to True
North Communications Inc. (incorporated by reference to Exhibit (3)(i) to
Registrant's Current Report on Form 8-K filed December 9, 1994).
4.3 Certificate of Designation of Series B Junior Participating Preferred Stock
of Registrant, filed in Delaware on November 5, 1998 (incorporated by
reference to Exhibit 4.3 to Registrant's Registration Statement on Form S-
3, filed December 7, 1998 (File No. 333-68485).
4.4 Registrant's Bylaws, as restated March 4, 1998 (incorporated by reference
to Exhibit 4.4 to Registrant's Post-Effective Amendment No. 1 on Form S-8
dated March 17, 1998 to Registrant's Registration Statement on Form S-4,
filed November 26, 1997 (File No. 333-41189)).
4.5 Certificate of Amendment of Restated Certificate of Incorporation, filed in
Delaware on December 30, 1997 (incorporated by reference to Exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997).
II-1
<PAGE>
4.6 Rights Agreement dated as of November 4, 1998 between Registrant and the
First Chicago Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4 to Registrant's Current Report on Form 8-K dated
November 4, 1998).
5.1 Opinion of Suzanne S. Bettman, Vice President, Assistant General Counsel
of Registrant.
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
23.3 Consent of Suzanne S. Bettman, Vice President, Assistant General Counsel
of Registrant (included in Exhibit 5.1).
24.1 Power of Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes
(i) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(A) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(B) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933 if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(C) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement,
(ii) that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof and
(iii) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS ON MARCH 3, 1999.
True North Communications Inc.
/s/ Bruce Mason
By: ________________________________
Bruce Mason
Chief Executive Officer
(Principal Executive Officer)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON MARCH 3,
1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Bruce Mason Chief Executive Officer and Director
- ------------------------------------
Bruce Mason
/s/ Donald L. Seeley Executive Vice President, Chief Financial Officer
- ------------------------------------ (Principal Financial Officer)
Donald L. Seeley
/s/ Kevin J. Smith Senior Vice President, Chief Accounting Officer
- ------------------------------------ (Principal Accounting Officer)
Kevin J. Smith
David A. Bell * Director
- ------------------------------------
David A. Bell
Ronald W. Bess * Director
- ------------------------------------
Ronald W. Bess
Donald M. Elliman, Jr. * Director
- ------------------------------------
Donald M. Elliman, Jr.
W. Grant Gregory * Director
- ------------------------------------
W. Grant Gregory
Leo-Arthur Kelmenson * Director
- ------------------------------------
Leo-Arthur Kelmenson
Richard P. Mayer * Director
- ------------------------------------
Richard P. Mayer
Michael E. Murphy * Director
- ------------------------------------
Michael E. Murphy
Charles D. Peebler, Jr. * Director
- ------------------------------------
Charles D. Peebler, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
J. Brendan Ryan * Director
- ------------------------------------
J. Brendan Ryan
Marilyn R. Seymann * Director
- ------------------------------------
Marilyn R. Seymann
Stephen T. Vehslage * Director
- ------------------------------------
Stephen T. Vehslage
/s/ Theodore J. Theophilos
*By:______________________________
Theodore J. Theophilos
as Attorney in Fact
</TABLE>
II-5
<PAGE>
<PAGE>
Exhibit 5.1
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
True North Communications Inc.
101 East Erie Street
Chicago, Illinois 60611
March 4, 1999
Ladies and Gentlemen:
This opinion is delivered to you in connection with the registration
statement on Form S-3 to be filed with the Securities and Exchange Commission on
the date hereof (the "Registration Statement") relating to the registration of
1,201,154 shares of common stock, $.33-1/3 par value per share, of True North
Communications Inc. (the "Company"), together with Preferred Stock Purchase
Rights (the "Rights") associated therewith for sales which may be made by
certain stockholders of the Company (the "Registered Shares"). The terms of the
Rights are set forth in the Rights Agreement dated as of November 4, 1998
between the Company and the First Chicago Trust Company of New York, as Rights
Agent.
I, in my capacity as Vice President and Assistant General Counsel of the
Company, am familiar with the proceedings to date with respect to the proposed
sale of the Registered Shares and have examined such records, documents and
matters of law and satisfied myself as to such matters of fact as I have
considered relevant for the purposes of this opinion.
I am of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Delaware.
2. The Registered Shares constitute validly issued, fully paid and
nonassessable shares of common stock, $.33-1/3 par value per share, of
the Company.
3. The Rights associated with the Shares will be legally issued when such
Rights shall have been duly issued in accordance with the terms of the
Rights Agreement.
I do not find it necessary for the purposes of this opinion, and
accordingly do not purport to cover herein, the application of the securities or
"blue sky" laws of the various states to the sale of the Registered Shares or
associated Rights.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. I
assume no obligation to revise or supplement this opinion should the General
Corporation Law of the State of Delaware or the federal law of the United States
as presently in effect be changed by legislative action, judicial decision or
otherwise.
<PAGE>
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement and to the
references to me in the Registration Statement. In giving this consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Suzanne S. Bettman
Suzanne S. Bettman
Vice President
Assistant General Counsel
2
<PAGE>
Exhibit 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
Registration Statement Form S-3 to register 1,201,154 shares.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Chicago, Illinois
March 3, 1999
<PAGE>
Exhibit 23.2
[LETTERHEAD OF KPMG PEAT MARWICK]
ACCOUNTANTS' CONSENT
The Board of Directors
True North Communications Inc.:
We consent to the use of our reports incorporated by reference herein and
to the reference to our firm under the heading "Experts" of the Prospectus.
/s/ KPMG Peat Marwick LLP
____________________________________
KPMG Peat Marwick LLP
Omaha, Nebraska
March 3, 1999
<PAGE>
Exhibit 24.1
Power of Attorney
WHEREAS, True North Communications Inc., a Delaware corporation (the
"Corporation"), proposes to register up to 1,750,000 shares of common stock
$.33-1/3 par value, of the Corporation (the "Shares") (issued in connection with
the acquisition of The Financial Relations Board) with the Securities and
Exchange Commission, under the provisions of the Securities Act of 1933, as
amended, by filing a Registration Statement on Form S-3 (the "Registration
Statement") with respect to the Shares.
NOW THEREFORE, each person whose signature appears below constitutes and
appoints Bruce Mason, Donald L. Seeley and Theodore J. Theophilos, and each of
them, his or her true and lawful attorney-in-fact with full power of
substitution and resubstitution, in any and all capacities, to sign the
Registration Statement and any amendments (including post-effective amendments)
thereto and to file the same with all exhibits thereto, and other documents in
connection therewith with the authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Name Date Signed
/s/ Charles D. Peebler, Jr. March 3, 1999
- ---------------------------------------
Charles D. Peebler, Jr.
/s/ David A. Bell March 3, 1999
- ---------------------------------------
David A. Bell
/s/ Ronald W. Bess March 3, 1999
- ---------------------------------------
Ronald W. Bess
/s/Donald M. Elliman, Jr. March 3, 1999
- ---------------------------------------
Donald M. Elliman, Jr.
/s/ W. Grant Gregory March 3, 1999
- ---------------------------------------
W. Grant Gregory
/s/ Leo-Arthur Kelmenson March 3, 1999
- ---------------------------------------
Leo-Arthur Kelmenson
/s/ Richard P. Mayer March 3, 1999
- ---------------------------------------
Richard P. Mayer
/s/ Michael E. Murphy March 3, 1999
- ---------------------------------------
Michael E. Murphy
/s/ J. Brendan Ryan March 3, 1999
- ---------------------------------------
J. Brendan Ryan
/s/ Marilyn R. Seymann March 3, 1999
- ---------------------------------------
Marilyn R. Seymann
/s/ Stephen T. Vehslage March 2, 1999
- ---------------------------------------
Stephen T. Vehslage
