-----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, QFhMScecaeNF3twNvzzRDcTbSeBQDkSo3xzu9F4NDpn/l+sINnJpDa8GZoO9GKiS yTwQdWzECQJtSTS3edTAQg== 0000950131-99-003952.txt : 19990624 0000950131-99-003952.hdr.sgml : 19990624 ACCESSION NUMBER: 0000950131-99-003952 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUE NORTH COMMUNICATIONS INC CENTRAL INDEX KEY: 0000037931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 361088161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-73301 FILM NUMBER: 99651096 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-3/A 1 AMENDMENT NO. 1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1999 REGISTRATION NO. 333-73301 ================================================================================ SECURITIES AND EXCHANGE COMMISSION ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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) ---------------- 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) ---------------- 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 the Registration Statement which this Post- Effective Amendment No. 1 amends 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. [_] 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. ================================================================================ ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ + + +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 JUNE 23, 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 as of April 9, 1999, the effective date of the Registration Statement which this post-effective amendment amends, 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 all or a portion of 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 June 21, 1999, the closing price of our common stock on the New York Stock Exchange was $26.1875 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. 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 listed in the table below by virtue of a merger of a wholly owned subsidiary of True North into The Financial Relations Board, Inc. ("FRB"). These 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 pursuant to the Registration Statement which this post-effective amendment amends; (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
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 --------------- ------------------------ -------------------- ------------------------ 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 ========= ========= ===
- -------- (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. In addition to the above-listed Selling Stockholders, the term "Selling Stockholder" shall include any pledgee, donee, transferee or other successor in interest of a named Selling Stockholder if such pledgee, donee, transferee or other successor in interest is approved by True North. Because the Selling Stockholders 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 10% of the shares beneficially owned by each of the above- listed Selling Stockholders 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 of the above-listed Selling Stockholders may be thereby decreased. The shares being held in 3 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. 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. The term "Selling Stockholder" shall also include any pledgee, donee, transferee or other successor in interest of a named Selling Stockholder if such pledgee, donee, transferee or other successor in interest is approved by True North. There can be no assurance that the Selling Stockholders will sell any or all of the remaining shares offered by them hereunder. Approximately 10% 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. True North has registered the shares being offered hereunder in connection with the merger. In connection therewith, True North and the above-listed 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, has issued 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 year ended March 31, 1997, were audited by KPMG LLP, independent certified public accountants, and are included in the consolidated financial statements of True North Communications Inc. for the year ending December 31, 1996. The report of KPMG LLP on the statements of operations, cash flows and stockholders' equity of Bozell, Jacobs, Kenyon & Eckhardt, Inc. and subsidiaries for the year ended March 31, 1997, are incorporated by reference in reliance upon the authority of KPMG LLP as experts in accounting and auditing. 4 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. True North's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999; 3. True North's Current Reports on Form 8-K dated February 25, 1999, March 12, 1999, April 14, 1999, April 16, 1999 and June 14, 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, 1998. 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 PART II--INFORMATION NOT REQUIRED IN THE PROSPECTUS 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 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 4.1 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 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.* - ----------------- *Previously filed in Registration Statement dated March 4, 1999. II-2 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 POST-EFFECTIVE AMENDMENT NO. 1 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS ON JUNE 23, 1999. True North Communications Inc. /s/ David A. Bell By: ________________________________ David A. Bell Chairman and Chief Executive Officer (Principal Executive Officer) PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT NO. 1 HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON JUNE 23, 1999.
SIGNATURE TITLE --------- ----- /s/ David A. Bell Chairman and Chief Executive - ------------------------------------ Officer and Director David A. Bell (Principal Executive Officer) /s/ Donald L. Seeley Vice Chairman, Executive Vice President, - ------------------------------------ Chief Financial Officer and Director Donald L. Seeley (Principal Financial Officer) /s/ Kevin J. Smith Senior Vice President, Chief Accounting - ------------------------------------ Officer (Principal Accounting Officer) Kevin J. Smith Director - ------------------------------------ Joseph A. Califano, Jr. /s/ Ronald W. Bess * Director - ------------------------------------ Ronald W. Bess Donald M. Elliman, Jr. * Director - ------------------------------------ Donald M. Elliman, Jr. Director - ------------------------------------ H. John Greeniaus Leo-Arthur Kelmenson * Director - ------------------------------------ Leo-Arthur Kelmenson Michael E. Murphy * Director - ------------------------------------ Michael E. Murphy Charles D. Peebler, Jr. * Director - ------------------------------------ Charles D. Peebler, Jr.
II-3
SIGNATURE TITLE --------- ----- J. Brendan Ryan * Director - ------------------------------------ J. Brendan Ryan Marilyn R. Seymann * Director - ------------------------------------ Marilyn R. Seymann Stephen T. Vehslage * Director - ------------------------------------ Stephen T. Vehslage /s/ Donald L. Seeley *By:______________________________ Donald L. Seeley as Attorney in Fact
II-4 EX-23.1 2 CONSENT OF ARTHUR ANDERSEN 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to register 1,201,154 shares. /s/ Arthur Andersen LLP Arthur Andersen LLP Chicago, Illinois June 22, 1999 EX-23.2 3 ACCOUNTANTS' CONSENT 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 LLP ____________________________________ KPMG LLP Omaha, Nebraska June 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----