<PAGE>
As filed with the Securities and Exchange Commission on June 8, 1999
Registration No. 333-24759
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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TRUE NORTH COMMUNICATIONS INC.
(Exact name of Registrant as specified in its charter)
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Delaware 36-1088161
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
101 East Erie Street
Chicago, IL 60611-2897
(312) 425-6000
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
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DAVID A. BELL
Chairman and 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)
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SUZANNE S. BETTMAN BRIAN C. ERB
Assistant General Counsel Wilson Sonsini Goodrich & Rosati
True North Communications Inc. Professional Corporation
101 East Erie Street 650 Page Mill Road
Chicago, IL 60611-2897 Palo Alto, California 94304-1050
(312) 425-6500 (650) 493-9300
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Approximate date of commencement of proposed sale to the public: Not applicable.
[_] If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
[X] 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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
[_] 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.
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<PAGE>
EXPLANATORY NOTE
Pursuant to Item 512(a)(3) of Regulation S-K under the Securities Act of
1933, as amended, the Registrant undertook, in its registration statement on
Form S-3 (File No. 333-24759) (the "Registration Statement"), to remove from
registration by means of a post-effective amendment any of the securities
registered on the Registration Statement that remained unsold at the termination
of the offering. The offering to which the Registration Statement related has
terminated, and an aggregate of 201,095 of the shares of common stock originally
registered on the Registration Statement remain unsold. Accordingly, in
satisfaction of its undertaking, the Registrant is filing this post-effective
Amendment No. 1 to the Registration Statement solely for the purpose of removing
such shares from registration.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibit and Financial Statement Schedules
(a) Exhibits
23.1 Consent of Arthur Andersen LLP, independent public accountants.
23.2 Consent of KPMG LLP, independent certified public accountants.
(b) Financial Statement Schedules
None.
II-1
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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 Amendment No. 1 to
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on this __ day of May, 1999.
TRUE NORTH COMMUNICATIONS INC.
By: /s/ David A. Bell
----------------------------
David A. Bell
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David A. Bell, 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 this Registration Statement or amendments (including post-effective
amendments) thereto and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto each of said attorneys-in-fact and agents full power and 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.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David A. Bell
- -------------------- Chairman and Chief Executive Officer June 8, 1999
David A. Bell (Principal Executive Officer) and Director
/s/ Donald L. Seeley Vice Chairman, Executive Vice President,
- -------------------- Chief Financial Officer (Principal
Donald L. Seeley Financial Officer) and Director June 8, 1999
/s/ Kevin J. Smith Senior Vice President, Chief Accounting
- -------------------- Officer (Principal Accounting Officer)
Kevin J. Smith June 8, 1999
II-2
<PAGE>
/s/ Ronald W. Bess Director June 8, 1999
- ---------------------------
Ronald W. Bess
/s/ Joseph A. Califano, Jr. Director June 8, 1999
- ---------------------------
Joseph A. Califano, Jr.
/s/ Donald M. Elliman, Jr. Director June 8, 1999
- ---------------------------
Donald M. Elliman, Jr.
/s/ H. John Greeniaus Director June 8, 1999
- ---------------------------
H. John Greeniaus
/s/ Leo-Arthur Kelmenson Director June 8, 1999
- ---------------------------
Leo-Arthur Kelmenson
/s/ Michael E. Murphy Director June 8, 1999
- ---------------------------
Michael E. Murphy
/s/ Charles D. Peebler, Jr. Director June 8, 1999
- ---------------------------
Charles D. Peebler, Jr.
/s/ J. Brendan Ryan Director June 8, 1999
- ---------------------------
J. Brendan Ryan
/s/ Marilyn R. Seymann Director June 8, 1999
- ---------------------------
Marilyn R. Seymann
/s/ Stephen T. Vehslage Director June 8, 1999
- ---------------------------
Stephen T. Vehslage
II-3
<PAGE>
ARTHUR ANDERSEN LLP
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this Post-Effective Amendment to the Registration Statement of our
reports and to all references to our Firm included in or made a part of this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3.
/s/ Arthur Andersen LLP
Chicago, Illinois
June 3, 1999
<PAGE>
Exhibit 23.2
ACCOUNTANTS' CONSENT
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The Board of Directors
True North Communications, Inc.:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG LLP
Omaha, Nebraska
June 4, 1999
