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Filed Pursuant to
Rule No. 424(B)3
Registration No. 333-73303
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.
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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.
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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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April 9, 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 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.
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<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>
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(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.
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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, 1998 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.
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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, 1998;
2. 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;
3. 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
4. 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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