-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I/uPv9R8vm8CBoQ6FVUDC1FZYSJ9OPtnfzuGi1HWNvJugGFcqy2K62FUxFfiN94b cTfwBjanfIzd+pZbOj312w== 0000903423-01-500190.txt : 20010628 0000903423-01-500190.hdr.sgml : 20010628 ACCESSION NUMBER: 0000903423-01-500190 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010627 EFFECTIVENESS DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE NORTH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000037931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 361088162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-54273 FILM NUMBER: 1669172 BUSINESS ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611-2897 BUSINESS PHONE: 3124256500 MAIL ADDRESS: STREET 1: 101 E ERIE ST CITY: CHICAGO STATE: IL ZIP: 60611-2897 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FOOTE CONE & BELDING INC DATE OF NAME CHANGE: 19720824 S-8 POS 1 tru921764.txt As filed with the Securities and Exchange Commission on June 27, 2001 Registration No. 33-54273 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ TRUE NORTH COMMUNICATIONS INC. (Exact name of registrant as specified in its charter) ------------------ Delaware 36-1088161 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 101 East Erie Street Chicago, Illinois 60611-2897 (312) 425-6500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Nicholas J. Camera General Counsel & Secretary The Interpublic Group of Companies, Inc. 1271 Avenue of the Americas New York, New York 10020 (212) 399-8000 (Name, address, including zip code, and telephone number, including area code, of agent for service) DEREGISTRATION OF SECURITIES Pursuant to Registration Statement No. 33-54273 on Form S-8 (the "Registration Statement"), True North Communications Inc., a Delaware corporation ("True North"), registered 1,200,000 shares of its Common Stock, $.33 1/3 par value, to be offered under the Foote, Cone & Belding Communications, Inc. Stock Option Plan. On March 18, 2001, The Interpublic Group of Companies, Inc. ("Interpublic"), True North and Veritas Acquisition Corp., a wholly owned subsidiary of Interpublic ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a merger pursuant to which Merger Sub would merge with and into True North, with True North surviving as a wholly owned subsidiary of Interpublic (the "Merger"). The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware on June 22, 2001 (the "Effective Time"). Under the terms of the Merger Agreement, each outstanding share of True North common stock was converted at the Effective Time into the right to receive 1.14 shares of Interpublic common stock. As a result of the Merger, True North has terminated all offerings of True North securities under its existing registration statements, including the Registration Statement. In accordance with an undertaking made by True North in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, True North hereby removes from registration all securities registered under the Registration Statement which remain unsold as of the date hereof. Item 16. Exhibits 24.1* Power of Attorney of Principal Executive Officer of Registrant 24.2* Power of Attorney of Principal Financial Officer of Registrant 24.3* Power of Attorney of Principal Accounting Officer of Registrant - ------------------------- * Filed herewith SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York on the 27th day of June, 2001. TRUE NORTH COMMUNICATIONS INC. By: /s/ * ------------------------------------------- David A. Bell Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed below by the following persons and in the capacities and on the date indicated. Principal Executive Officer: /s/ * - ------------------------------------------- David A. Bell Chief Executive Officer Principal Financial Officer: /s/ * - ------------------------------------------- Kevin J. Smith Executive Vice President, Chief Financial Officer Principal Accounting Officer: /s/ * - ------------------------------------------- Richard P. Sneeder, Jr. Vice President, Controller Director: /s/ Nicholas J. Camera - ------------------------------- Nicholas J. Camera *By: /s/ Nicholas J. Camera -------------------------- Nicholas J. Camera, attorney-in-fact EX-24.1 2 truex-24_1.txt Exhibit 24.1 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that David A. Bell , whose signature appears below, constitutes and appoints Nicholas J. Camera, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the post-effective amendments to the registration statements listed in Exhibit A attached hereto of True North Communications Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or its or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ David A. Bell June 20, 2001 ------------------------------------ David A. Bell Exhibit A --------- Registration Statements ----------------------- Description of Filing File No. Date Filed/Date Effective S-8 Registration Statement and Prospectus, 200,000 33-15125 6/15/87 shares under the Foote, Cone & Belding Communications Inc. Stock Purchase Plan S-8 Registration Statement for 306,133 shares under 33-15126 6/17/86 the Foote, Cone & Belding Communications, Inc. Stock Option Plan, U.K. Share Option Plan and Restricted Stock Incentive Plan S-8 Registration Statement, 610,000 shares under 33-41128 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-8 Registration Statement, 350,000 shares under 33-41129 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-48573 6/10/92 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-54279 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 1,200,000 shares under 33-54273 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-3 Registration Statement for Modem General 333-24759 4/8/97 Partner Shares S-8 Registration Statement for True North Stock 333-52989 5/19/98 Option Plan S-3 Registration Statement for Tierney Shares 333-57495 6/23/98; eff. 7/1/98 S-4 Registration Statement for 4,000,000 shares of 333-58707 7/8/98 Common Stock 8-A Registration Statement for True North Rights 0001-05029 11/5/98 Plan S-3 Registration Statement for MGR Shares 333-68485 12/7/98; eff. 12/16/98 S-3 Registration Statement for FRB Shares 333-73301 3/4/99; eff. 4/12/99 S-3 Registration Statement for Modem General 333-73303 3/4/99; eff. 3/15/99 Partner Shares S-8 Registration Statement for True North 333-76225 4/14/99 Communications Profit Sharing and Savings Plan for BJK&E S-8 Registration Statement for True North 333-80217 6/8/99 Communications Inc. Stock Option Plan and Outside Director Stock Option Plan S-8 Registration Statement for True North 333-80239 6/9/99 Communications Inc. Retirement Plan S-3 Registration Statement for $250,000,000 of Debt 333-82403 7/7/99 Securities
EX-24.2 3 truex-24_2.txt Exhibit 24.2 ------------ POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Kevin J. Smith , whose signature appears below, constitutes and appoints Nicholas J. Camera, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the post-effective amendments to the registration statements listed in Exhibit A attached hereto of True North Communications Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or its or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Kevin J. Smith June 20, 2001 ------------------------------------ Kevin J. Smith Exhibit A --------- Registration Statements ----------------------- Description of Filing File No. Date Filed/Date Effective S-8 Registration Statement and Prospectus, 200,000 33-15125 6/15/87 shares under the Foote, Cone & Belding Communications Inc. Stock Purchase Plan S-8 Registration Statement for 306,133 shares under 33-15126 6/17/86 the Foote, Cone & Belding Communications, Inc. Stock Option Plan, U.K. Share Option Plan and Restricted Stock Incentive Plan S-8 Registration Statement, 610,000 shares under 33-41128 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-8 Registration Statement, 350,000 shares under 33-41129 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-48573 6/10/92 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-54279 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 1,200,000 shares under 33-54273 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-3 Registration Statement for Modem General 333-24759 4/8/97 Partner Shares S-8 Registration Statement for True North Stock 333-52989 5/19/98 Option Plan S-3 Registration Statement for Tierney Shares 333-57495 6/23/98; eff. 7/1/98 S-4 Registration Statement for 4,000,000 shares of 333-58707 7/8/98 Common Stock 8-A Registration Statement for True North Rights 0001-05029 11/5/98 Plan S-3 Registration Statement for MGR Shares 333-68485 12/7/98; eff. 12/16/98 S-3 Registration Statement for FRB Shares 333-73301 3/4/99; eff. 4/12/99 S-3 Registration Statement for Modem General 333-73303 3/4/99; eff. 3/15/99 Partner Shares S-8 Registration Statement for True North 333-76225 4/14/99 Communications Profit Sharing and Savings Plan for BJK&E S-8 Registration Statement for True North 333-80217 6/8/99 Communications Inc. Stock Option Plan and Outside Director Stock Option Plan S-8 Registration Statement for True North 333-80239 6/9/99 Communications Inc. Retirement Plan S-3 Registration Statement for $250,000,000 of Debt 333-82403 7/7/99 Securities
EX-24.3 4 truex-24_3.txt Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Richard P. Sneeder, Jr., whose signature appears below, constitutes and appoints Nicholas J. Camera, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the post-effective amendments to the registration statements listed in Exhibit A attached hereto of True North Communications Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or its or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. /s/ Richard P. Sneeder, Jr. June 22, 2001 ------------------------------------ Richard P. Sneeder, Jr. Exhibit A --------- Registration Statements ----------------------- Description of Filing File No. Date Filed/Date Effective S-8 Registration Statement and Prospectus, 200,000 33-15125 6/15/87 shares under the Foote, Cone & Belding Communications Inc. Stock Purchase Plan S-8 Registration Statement for 306,133 shares under 33-15126 6/17/86 the Foote, Cone & Belding Communications, Inc. Stock Option Plan, U.K. Share Option Plan and Restricted Stock Incentive Plan S-8 Registration Statement, 610,000 shares under 33-41128 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-8 Registration Statement, 350,000 shares under 33-41129 6/13/91 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-48573 6/10/92 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 350,000 shares under 33-54279 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Purchase Plan S-8 Registration Statement, 1,200,000 shares under 33-54273 6/24/94 the Foote, Cone & Belding Communications, Inc. Stock Option Plan S-3 Registration Statement for Modem General 333-24759 4/8/97 Partner Shares S-8 Registration Statement for True North Stock 333-52989 5/19/98 Option Plan S-3 Registration Statement for Tierney Shares 333-57495 6/23/98; eff. 7/1/98 S-4 Registration Statement for 4,000,000 shares of 333-58707 7/8/98 Common Stock 8-A Registration Statement for True North Rights 0001-05029 11/5/98 Plan S-3 Registration Statement for MGR Shares 333-68485 12/7/98; eff. 12/16/98 S-3 Registration Statement for FRB Shares 333-73301 3/4/99; eff. 4/12/99 S-3 Registration Statement for Modem General 333-73303 3/4/99; eff. 3/15/99 Partner Shares S-8 Registration Statement for True North 333-76225 4/14/99 Communications Profit Sharing and Savings Plan for BJK&E S-8 Registration Statement for True North 333-80217 6/8/99 Communications Inc. Stock Option Plan and Outside Director Stock Option Plan S-8 Registration Statement for True North 333-80239 6/9/99 Communications Inc. Retirement Plan S-3 Registration Statement for $250,000,000 of Debt 333-82403 7/7/99 Securities
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