Toronto Dominion Bank Tower, Suite 2706
P.O. Box 24
Toronto, Ontario M5K 1A1
Telephone: (416) 360-8700
Fax: (416) 360-8812
Sales: US$5.75 billion (1999)
Stock Exchanges: Toronto Montreal London
Ticker Symbol: TOC
NAIC: 511110 Newspaper Publishers; 511120 Periodical Publishers; 511130 Book Publishers; 511140 Database and Directory Publishers; 514199 All Other Information Services; 551112 Offices of Other Holding Companies; 611710 Educational Support Services
Thomson's mission is to achieve superior shareholder value by empowering our people to help customers become more successful by providing them with indispensable information, insight and solutions.
1932: Roy Thomson begins operating a radio station in North Bay, Ontario.
1934: Thomson acquires his first newspaper, the Timmins Press.
1949: Thomson exits from the radio field to concentrate on newspapers.
1952: Thomson buys his first non-Canadian newspaper, the Independent of St. Petersburg, Florida, and expands into the United Kingdom the following year.
1966: The London Times and its associated weeklies are acquired.
1978: International Thomson Organisation Ltd. (ITOL) is established and corporate headquarters are moved to Toronto.
1980: Thomson Newspapers Ltd. acquires a group of Canadian newspapers, including the Globe & Mail.
1981: Times Newspapers division is sold to Rupert Murdoch.
1989: ITOL and Thomson Newspapers merge to become The Thomson Corporation.
1994: Thomson acquires database specialist Information Access Company (IAC) and healthcare database firm Medstat Group.
1995: Company divests its remaining U.K. newspaper holdings.
1996: Legal publisher West Publishing Co. is acquired, while 43 daily newspapers in the United States and Canada are sold.
2000: Company announces intentions to divest its remaining newspaper interests, with the exception of the flagship Globe and Mail; Kenneth R. Thomson announces his decision to step down as chairman within two years.
As it prepares to enter the 21st century, The Thomson Corporation is completing its transformation from a media, information, and travel empire into a focused information powerhouse primarily serving the business and professional markets. The company is also concentrating on providing electronic--particularly Internet-based--information services and solutions, with half of revenues being generated from electronic media. The markedly decentralized Thomson is organized into four main groups, each of which is among the market leaders in its field: Thomson Legal & Regulatory, which accounts for about 43 percent of overall sales, serves law, tax, accounting, intellectual property, corporate finance, and human resources professionals; Thomson Financial, which accounts for 26 percent, serves financial communities worldwide; Thomson Learning, which accounts for 17 percent, is a publisher of college and higher education textbooks and of career information with a focus on technology, trades, healthcare, and cosmetology; and Thomson Scientific, Reference & Healthcare, which accounts for 14 percent, serves researchers and other professionals in segments of the healthcare, academic, scientific, business, and governmental markets. Among the specific market leading positions of Thomson units are: West Group, number one in the U.S. legal sector; Derwent Information, the world's leading patent information provider; Law Book Company, number one in the Australian legal market; and Gale Group, leading provider to the U.S. library reference market. Thomson also continues to own the Globe and Mail, the self-described 'national newspaper of Canada,' which is part of Thomson Financial. Control of the company has long rested in the hands of founder Roy Thomson's son, Kenneth, Canada's richest man and heir to his father's title, Lord Thomson of Fleet. The Thomson family owns 73 percent of the company's stock.
Early Years: From Radio to Newspapers to Television
Born in Toronto in 1894, Roy Thomson left school at 14 to become a bookkeeper and, later, branch manager of a cordage company. After a brief, unsuccessful attempt at farming in Saskatchewan, he returned to Ontario in 1920 to establish an automotive parts distributorship, which also proved unsuccessful. Finally, in 1930, Thomson agreed to a franchise arrangement to sell radios in the remote town of North Bay. As Susan Goldenberg reported in The Thomson Empire: 'Only someone with Thomson's optimism, stamina and ebullient salesmanship would have accepted such an assignment under the odds he faced. In addition to the Depression and poor radio reception, the single transmitter in North Bay was decrepit.' Thomson solved the predictable problem of feeble radio sales by opening his own radio station, CFCH, in 1932 on borrowed money. Roy Thomson's avowed ambition was to become a millionaire by the time he was 30 but, nearing the age of 40 now, he was nearly penniless. His decision to capitalize on advertising revenue in his current venture, however, helped him to belatedly achieve his goal several hundred times over. Within two years of CFCH's debut, Thomson had bought additional stations in Kirkland Lake and Timmins. This latter purchase coincided with Thomson's entry into newspaper publishing, another source of advertising revenue and what would soon be the cornerstone of his empire, via the Timmins Press, a paper whose offices were in the same building as his newest station. By 1944 his holdings included five newspapers and eight radio stations. Newspapers became Thomson's main concern, while Jack Kent Cooke, with whom he went into partnership in 1940, assumed management of the radio end of the business. Their partnership ended in 1949, just as Thomson began buying newspapers outside Ontario.
In 1952 he bought his first non-Canadian newspaper, the Independent of St. Petersburg, Florida, to add to the 12 he already owned. A turning point came in 1953, when Thomson moved to Great Britain, leaving his North American operations under the control of Kenneth, then 30. Thomson's first U.K. acquisition was the Scotsman, a prestigious Scottish daily that had been founded in 1817 but was suffering financially. Owning Scotland's leading newspaper put Thomson in an excellent position to make his successful bid for a commercial television franchise covering central Scotland when it became available in 1957. Famous for his frugality as well as for his quotes on the topic of wealth, he called this coup 'a license to print money.' The enormous profits from Scottish Television (STV) made it possible for him to buy London's leading Sunday paper, the Sunday Times, as well as 17 other local newspapers, from the Kemsley family in 1959. This was the first 'reverse takeover' in U.K. business history. Kemsley Newspapers bought Thomson's STV company in return for Kemsley shares, which gave Thomson majority control of the group and allowed it indirectly to retain STV as well, with 70 percent control of the total business. Later, stricter government controls led to a forced reduction in Thomson's holding and the company sold its remaining interest in 1977.
1960s-70s: Adding Publishing, Travel, and Petroleum
Presciently, Thomson did not restrict himself to newspapers and television. Thomson Publications, the forerunner of what became Thomson's largest and most profitable group, Thomson Information/Publishing, was established in 1961 to publish books and magazines. This subsidiary began with the acquisition of the Illustrated London News Company, which owned not only the magazine of that name and the Tatler, but also the trade book publisher Michael Joseph. To this base Thomson Publications added in the first half of the 1960s the educational publisher Thomas Nelson & Sons; George Rainbird, specializing in illustrated books; Hamish Hamilton in trade books; and Derwent Publications in scientific and technical information. The company moved into consumer, professional, and business press publishing in the United Kingdom, Australia, and southern Africa. It also revamped the regional newspaper group; launched four newspapers; started new magazines, including Family Circle and Living, to be distributed only through supermarkets (a novel concept that proved highly successful in the United Kingdom); and started the Sunday Times color magazine, which by 1963 was an unqualified success. In addition, Thomson Publications created a paperback imprint, Sphere, in 1966, aiming its titles at confectioners, news agents, and tobacconists rather than established bookshops. This venture suffered losses, in part because it could not secure the paperback rights of books published by other Thomson companies, since most of these had already been bought by rival paperback publishers.
In 1964 Roy Thomson made it clear that Britain rather than Canada was now his base by taking British citizenship and accepting a seat in the House of Lords as Lord Thomson of Fleet, an honor sponsored by prime minister Harold Macmillan. From television, newspapers, books, and magazines, Thomson next extended his empire into the travel business starting in 1965, when foreign travel was just beginning to become a popular activity in Britain. Three existing package tour companies and a small airline, Britannia Airways, were bought and formed the basis for Thomson Travel. After an initial period of good profits, the company encountered intense competition in the early 1970s, which resulted in the failure of several competing companies. Thomson Travel survived as the largest operator due to a reconstruction of its management, organizational, and commercial policies.
In 1972 the group moved into travel retailing with the acquisition of Lunn Poly. Thomson introduced Yellow Pages to the United Kingdom as a long-term profit venture. Once he had won the contract from the Post Office to sell advertising in its telephone directories, Thomson persuaded the agency of the need for a classified directory for all 64 telephone regions. From this enterprise the company learned the constraints and difficulties of working in a commercial venture with a public utility. In 1980 International Thomson would relinquish the Yellow Pages contract and start its own local directory operation in partnership with the American firm Dun & Bradstreet.
Thomson had been looking for a national daily newspaper to put together with the Sunday Times, and in 1966 he bought the London Times and its associated weeklies, Times Literary Supplement and Times Educational Supplement, from the Astor family. Thomson described the acquisition as the summit of a lifetime's work, and the man who admitted that he was 'tighter than any Scot' cheerfully bore the continuing financial losses as his one extravagance. At the time of his death, the Times' American counterpart, the New York Times, reported that 'Lord Thomson poured at least £10 million into rescuing the Times, expanding the newspaper's staff, introducing a business supplement, promoting the daily issues, livening up the stolid paper ... and seeking to give it a new informal style.' Yet, 'the newspaper itself, now plagued by spiraling newsprint costs coupled with the impact of the stagnating British economy, remains in somber financial shape.' It would be left to his son to sell this prized possession. Perhaps even more to his credit than his financial commitment was Roy Thomson's well-known pledge, applicable as much to the Times as any of his other holdings, that the editorial support of his newspapers was not for sale to anyone, that the organization's headquarters would not guide the policies of the papers, and that the papers' editors would be free and independent.
In 1971 Thomson went into its single most profitable area of business when it joined with Occidental Petroleum, Getty Oil, and Allied Chemical as the sole U.K. partner in a bid for licenses to explore for oil in the North Sea. The consortium's first strike, in 1973, was in the Piper field, containing more than 800 million barrels of oil. Thomson rejected the U.S. partners' offer to buy his 20 percent stake, and his investment turned out even wiser than had been expected when a second strike, in the Claymore field in 1974, brought the consortium another 400 million barrels. Within a decade the International Thomson Organisation was gaining most of its overall profits from North Sea oil on the basis of an initial stake of just $5 million and a series of bank loans using the oil itself as collateral. In 1977 International Thomson showed a trading profit of almost $190 million, compared with less than $20 million in 1971.
Late 1970s-80s: Expansion Through Acquisition
When Kenneth Thomson succeeded his father in 1976, he inherited control of a $750 million media monolith. British government policy on monopolies prevented expansion of newspaper holdings in the United Kingdom, and exchange controls--since abolished--would have made overseas investment from a base in London very costly. The decision was made to concentrate on expanding in North America by investing oil profits into publications and publishers with proven track records. In 1978 International Thomson Organisation Ltd. (ITOL) was established and corporate headquarters were moved back to Toronto. ITOL's philosophy, according to a 1988 Forbes article, became: 'Buy the market leader, even in a specialized field, and then you can afford to pay for the acquisition.'
In 1979 ITOL's first acquisition in North America was the U.S. college textbook publisher Wadsworth Inc., quickly followed by others in business and professional publishing and information services, such as Callaghan & Company, Van Nostrand Reinhold, Research Publications, and Warren, Gorham & Lamont, as well as numerous business magazines. By 1983, 25 percent of ITOL's sales were to the United States and nearly 20 percent of its workforce was employed there. Acquisitions continued over the next several years, bringing in such companies as Gale Research (eventual parent company of St. James Press); American Banker/Bond Buyer; South-Western Publishing Co.; and Mitchell International.
Back in the United Kingdom, Times Newspapers had become a source of continual trouble for the group. By 1978 strikes over pay and conditions were seriously disrupting the publication of both titles. The situation continued to deteriorate until the company suspended publication for 11 months. Not long after the papers' operations resumed, International Thomson gave up the unequal struggle to introduce new technology on terms acceptable to the company and, in 1981, sold the titles to Australian media magnate Rupert Murdoch for £12 million; the trading losses and losses on disposal for the previous year were an estimated US$36 million.
The Canadian company Thomson Newspapers Ltd., which was separate from ITOL, had long restricted itself to owning small Canadian and U.S. newspapers with circulations below 20,000; the strategy was in keeping with Roy Thomson's drive to contain costs while nonetheless being assured of near monopolies in local advertising. During the 1950s under Kenneth Thomson, the group published the largest number of newspaper titles in Canada. In the following decade a bold U.S. acquisition program was launched. In 1967 the company acquired 16 daily and six weekly newspapers, mainly from the purchase of the Brush Moore Newspaper, Inc., and was publishing more daily newspapers in the United States than in Canada. By 1974 the group owned more than 100 newspapers.
In 1980 its profile was transformed through the acquisition of FP Publications and its chain of newspapers in most of the big cities of Canada, including Toronto's Globe and Mail, which Thomson attempted to turn into a national newspaper along U.K. lines. Soon afterward Thomson closed down one of the FP papers, the unprofitable Ottawa Journal. Simultaneously a rival newspaper chain, Southam, closed down its Winnipeg paper and bought Thomson's shares in two newspaper firms in Montreal and Vancouver, while Thomson closed down the FP News Service.
By the 1980s Thomson Travel ranked as the largest inclusive tour operator based in the United Kingdom (about three times the size of its nearest rival), owned the country's biggest charter airline, and was one of the largest travel retailers. Within a few years of entering the U.S. market it became one of the top three U.S. tour operators, although by 1988 it had withdrawn completely in order to concentrate on its activities based in the United Kingdom. This same year Thomson strengthened its U.K. leadership in tour operating, charter airlines, and travel retailing with the acquisition of the Horizon Travel Group, which had been one of its major competitors.
For ITOL, expansion continued throughout the 1980s in Britain and the United States alike. With the 1986 acquisition of South-Western, the largest American publisher of business textbooks for schools and colleges, ITOL became second overall in U.S. college textbook publishing. The following year saw one of ITOL's biggest British purchases, when it acquired Associated Book Publishers (ABP), a group including the legal publisher Sweet & Maxwell and the academic publisher Routledge, Chapman & Hall. Purchased for US$323 million, ABP represented a major advance for ITOL in legal, scientific, technical, and academic publishing in the United Kingdom, North America, and Australia.
This trend toward what Laura Jereski called 'high-profit publishing niches,' was orchestrated by Thomson's right-hand man, Gordon Brunton, and furthered by then-president Michael Brown; both were keenly aware that ITOL's oil holdings were rapidly becoming depleted. The 1986 fall in oil prices dragged the North American petroleum subsidiaries into overall losses and both were sold off in 1987. In 1989 ITOL finalized its move away from oil and gas by selling its remaining British interests. Although the immediate cause was the major accident on the Piper Alpha oil rig in 1988, the longer-term rationale was that the company had been less and less dependent on North Sea oil revenue, which had fallen both absolutely and as a proportion of ITOL's business since its peak in 1982. At that time it had provided about 75 percent of ITOL's profits, but by 1985, when the Scapa field in which it had invested came onstream, this proportion had fallen to just over 50 percent.
By leaving the petroleum industry altogether ITOL was able to concentrate even more resources and attention on its core activities of publishing and information services. In 1988, for instance, subsidiary Thomson & Thomson launched a database containing over 300,000 trademarks and logos; Mitchell International developed further its involvement in the computerizing of motor car building and repairs; and ITOL acquired 36 free newspapers in Britain. By the end of 1988, after 54 years of growth, Thomson Newspapers was publishing 40 daily and 12 weekly newspapers in Canada, and 116 daily and 24 weekly newspapers in the United States, representing the largest number of daily newspapers of any newspaper publishing group in either country. The daily circulation exceeded three million.
In March 1989, to remain competitive in a dawning era of mega-mergers among media conglomerates (Time Inc. and Warner Communications Inc. had proposed such a landmark merger, which was completed in early 1990), ITOL and Thomson Newspapers announced preparations to merge as The Thomson Corporation, a $4.7 billion entity which began operations a few months later. Thus empowered, the new company then bought the Lawyers Cooperative Publishing Company for $815 million, at the time the largest acquisition ever by a Thomson company. In 1990 Thomson Newspapers purchased five daily newspapers and several associated weekly publications in the United States, its largest ever single purchase. Eight more Canadian local papers and the Financial Times of Canada were also bought. Thomson newspapers were now being published in 32 of the 50 American states and in eight of the ten Canadian provinces.
1990s: Transition to a Single Focus on Information
From 1990 to 1992, Thomson saw its revenues and profits rise from $5.36 billion to $5.98 billion; its operating profits, however, stumbled from $726 million to $692 million, before partially rebounding to its 1992 figure of $714 million. Two straight years of double-digit profit declines for Thomson Newspapers, caused by recession-influenced decreases in advertising, explained this trend. According to Thomson's 1992 annual report, however, U.S. circulation increased slightly and overall market share remained strong. In addition, more than 400 new products were introduced, including the first corporation-generated project, an entertainment weekly entitled CoverSTORY, whose circulation, primarily through Thomson newspapers, approached one million. Consequently, the division faced the future optimistically and expected to renew its growth track with the economic recovery.
Writing in 1984, Goldenberg had claimed that 'The Thomson empire has been in the vanguard among media empires in branching into nonpublishing ventures, but it is a member of the pack, not the leader, in today's mecca for the press lords--information services.' Yet, by 1992, Thomson had gone far toward quelling such criticism, for it could by then boast ownership of 190 online services, 161 CD-ROM products, and a large number of other software offerings, all part of The Thomson Information/Publishing Group (TIPG). In April 1992 Thomson accelerated its entry into information services with the $210 million purchase of New York-based JPT Publishing; according to Publishers Weekly and Thomson's chief financial officer, the deal was struck primarily to acquire data provider Institute for Scientific Information (ISI). ISI enjoyed over 300,000 customers worldwide and was believed to be generating healthy annual profits estimated at $15 million.
During the mid-1990s Thomson completed several more acquisitions, three of which were particularly important. In 1994 the company paid about US$465 million for Foster City, California-based Information Access Company (IAC), a former division of Ziff-Davis Communications Co. IAC was a leading provider of reference and database services for academic and public libraries, corporations, hospitals, and schools. Also in 1994 Thomson added to its healthcare information portfolio with the US$339 million purchase of the Medstat Group, but lost out to rival Reed Elsevier plc in the bidding for a leading information database, Lexis-Nexis. Two years later Thomson completed the largest acquisition in its history when it paid US$3.4 billion for Eagan, Minnesota-based legal publisher West Publishing Co., maintainer of more than 6,000 electronic databases on law, medicine, and insurance. Thomson and West were the two largest U.S. legal publishers, which prompted close antitrust scrutiny and objections from competitors in the field, most notably Reed Elsevier plc. To gain antitrust approval, Thomson and West had to sell off more than 50 legal publications, while resolution of a lawsuit filed by Reed Elsevier was reached when Thomson agreed to sell some of these legal publications&mdashout $50 million worth&mdashø the Anglo-Dutch firm. (In early 1997 West and Thomson Legal Publishing were merged as West Group.) Meanwhile, Thomson's newspaper holdings grew smaller still through the 1995 divestment of its remaining U.K. newspaper holdings and through the 1996 disposal of 43 daily newspapers in the United States and Canada.
Michael Brown was named deputy chairman in 1998, replacing longtime adviser to Kenneth Thomson, John Tory; Brown was in turn replaced as president and CEO by Richard Harrington. The early 1998 acquisition of Computer Language Research Inc. for about US$325 million bolstered Thomson's existing tax and accounting information operations, which centered on its Research Institute of America Group. By this time, Thomson's information services operations were the core of the company, with overall information revenue increasing by more than 75 percent over a five-year period, to US$4.8 billion. The company took another major step that furthered its focus on information in May 1998, when it spun off Thomson Travel through a public offering that generated net proceeds of US$2 billion. As a result, more than 83 percent of 1998 revenues were derived from Thomson's information businesses.
Perhaps even more dramatically, given the company's historic roots, Thomson announced in mid-February 2000 that it intended to sell off all of its remaining newspaper interests, with the exception of the flagship Globe and Mail. Thomson Newspapers included 55 daily newspapers and more than 75 nondaily newspapers and generated US$810 million in 1999 revenues. Proceeds from the sale--perhaps as much as US$2.5 billion--were expected to be used to further bolster Thomson's growing portfolio of electronic databases. Acquisitions remained a key company strategy, as evidenced by the March 2000 purchase of the Prometric business of Sylvan Learning Systems Inc. for US$775 million. Prometric, which became part of Thomson Learning, was a global leader in computer-based testing and assessment services. Prometric was a prime example of the type of company Thomson intended to pursue: one that was electronic and global--not print and local.
The future of Thomson--that of an electronic information powerhouse--seemed clear at the beginning of the 21st century. By 2005 the company aimed to generate 80 percent of its revenue from the electronic distribution of information (compared to the 50 percent figure of early 2000) and, more specifically, between 35 and 50 percent from the delivery of data and services over the Internet. (Only seven percent of overall revenues were Internet-based in early 2000.). The company was spending US$600 million per year on technology and the creation of Web platforms for Internet delivery. To achieve its ambitious Internet growth, however, Thomson would need to rely on an increased penetration of high-speed Internet hookups in businesses and homes--particularly because the company's databases were typically on the large side. Another issue for Thomson in the new century was the preparation for a leadership transition. That issue was at least partially resolved in May 2000, when Chairman Kenneth R. Thomson announced his decision to retire within two years. The septuagenarian leader requested of the board that they consider his son David Thomson, then 42 and a fellow director, to be his replacement. Another Thomson heir, David's brother Peter, age 35, was also being groomed for executive office in the coming years.
Principal Subsidiaries: Thomson Learning Inc.; Institute for Scientific Information, Inc.; The Gale Group, Inc.; Jane's Information Inc.; Derwent Inc.; Thomson Publishing Corp.; Medical Economics Company Inc.; Micromedex, Inc.; The MEDSTAT Group Inc.; Medical Economics Data Inc.; Thomson Information Services Inc.; First Call Corporation; Intelligence Data Inc.; E*Link Corporation; Thomson Bankwatch Inc.; Sheshunoff Information Services Inc.; Thomson Global Markets Inc.; Thomson Institutional Services Inc.; Thomson Proxy Services Inc.; West Publishing Corporation; Compu-Clerk, Inc.; Thomson & Thomson, Inc.; Thomson Professional & Regulatory Inc.; PPC's Financial Advisory Services, Inc.; Thomson Newspapers Inc.; Thomson Canada Limited.
Principal Operating Units: Thomson Legal & Regulatory; Thomson Financial; Thomson Reference, Scientific & Healthcare; Thomson Learning.
Principal Competitors: Bell & Howell Company; Bloomberg L.P.; Bridge Information Systems, Inc.; Dow Jones & Company, Inc.; The Dun & Bradstreet Corporation; FinancialWeb.com, Inc.; Gannett Co., Inc.; HCIA-Sachs; The Hearst Corporation; Hollinger Inc.; Hoover's, Inc.; InfoUSA Inc.; John Wiley & Sons, Inc.; Knight Ridder; LEXIS-NEXIS; The McGraw-Hill Companies, Inc.; The News Corporation Limited; Pearson plc; Reed Elsevier plc; Reuters Group PLC; Southam Inc.; The Times Mirror Company; Torstar Corporation; Tribune Company; United News & Media plc; W.W. Norton & Company, Inc.; Wolters Kluwer NV.
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------, 'The Private Life of Canada's Richest Man,' Maclean's, October 14, 1991, pp. 44-52.
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Source: International Directory of Company Histories, Vol. 34. St. James Press, 2000.