<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No.1 )*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No.1 )*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. )*
of
Vanderbilt Partners, L.P.
Under the Securities Exchange Act of 1934
HOLLINGER INTERNATIONAL INC.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
435569108
(CUSIP Number)
John D. Spears
350 Park Avenue
New York, New York 10022
(212) 916-0600
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
NOVEMBER 17, 1999
(Date of Event which Required Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is paid with the statement [ ]. (A fee is not
required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all the provisions of the Act (however, see the Notes).
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CUSIP No. 435569108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
00
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
TBC has sole voting power with respect to 6,036,320
shares held in certain TBC accounts (as hereinafter
defined). Additionally, certain of the members of
TBC may be deemed to have sole power to vote
certain shares as more fully set forth herein.
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
0 shares, except that certain of the members of TBC
may be deemed to have sole power to vote certain
shares as more fully set forth herein.
---------------------------------------------------------
(10) Shared Dispositive Power
6,275,140 shares held in accounts of TBC (as
hereinafter defined).
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,275,140 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
6.33%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
- --------------------------------------------------------------------------------
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CUSIP No. 435569108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
TBK Partners, L.P. ("TBK")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC and BK
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
309,000 shares, except that the general partners in
TBK, solely by reason of their positions as such,
may be deemed to have shared power to vote these
shares.
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
309,000 shares, except that the general partners
in TBK, solely by reason of their positions as
such may be deemed to have shared power to vote
these shares.
---------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
309,000 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.31%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
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CUSIP No. 435569108
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
Vanderbilt Partners, L.P. ("Vanderbilt")
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
(3) SEC Use Only
- --------------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
WC and BK
- --------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
(2)(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
Delaware
- --------------------------------------------------------------------------------
(7) Sole Voting Power
60,970 shares, except that the general partners in
Vanderbilt, solely by reason of their positions as
such, may be deemed to have shared power to vote
these shares.
Number of Shares ---------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by Each 0 shares
Reporting Person
With ---------------------------------------------------------
(9) Sole Dispositive Power
60,970 shares, except that the general partners
in Vanderbilt, solely by reason of their positions
as such, may be deemed to have shared power to vote
these shares.
---------------------------------------------------------
(10) Shared Dispositive Power
0 shares
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
60,970 shares
- --------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
0.06%
- --------------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
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PRELIMINARY NOTE:
This Statement constitutes (a) Amendment No. 1 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC, a Delaware limited
liability company ("TBC"), and dated November 2, 1999 (the "TBC Statement"); (b)
Amendment No. 1 to a Statement on Schedule 13D originally filed by TBK Partners,
L.P. ("TBK") ; a Delaware limited partnership and dated November 2, 1999. ("the
"TBK Statement"); and (c) a Statement on Schedule 13D filed by Vanderbilt
Partners, L.P., a Delaware limited partnership ("Vanderbilt") (the "Combined
Statement Amendment").
This Combined Statement Amendment relates to the Common Stock, $.01 par
value (the "Common Stock"), of Hollinger International Inc. (the "Company"),
which, to the best knowledge of the persons filing this Combined Statement
Amendment is a company organized under the laws of Delaware, with its principal
executive offices located at 401 North Wabash Avenue, Suite 740, Chicago,
Illinois 60611.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this Combined Statement Amendment are (i)
Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company, (ii)
TBK Partners, L.P. ("TBK"), a Delaware limited partnership and (iii) Vanderbilt
Partners, L.P. ("Vanderbilt"), a Delaware limited partnership. Annexed as
Exhibit 99.1, which is incorporated by reference herein, is an agreement among
TBC, TBK and Vanderbilt that this Combined Statement Amendment is filed on
behalf of each of them. The filing of this Combined Statement Amendment should
not be deemed an admission that TBC, TBK and Vanderbilt comprise a group within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 (the
"Act").
This Combined Statement Amendment contains information regarding shares
of Common Stock that may be deemed to be beneficially owned by TBC. Such shares
are held in the accounts of various customers of TBC, with respect to which
accounts TBC has investment discretion (the "TBC Accounts"), and with respect to
some of which it has obtained sole or shared voting power.
The general partners of TBK are Christopher H. Browne, William H.
Browne, Thomas P. Knapp and John D. Spears. The general partners of Vanderbilt
are Christopher H. Browne, William H. Browne and John D. Spears (the "General
Partners"). The members of TBC are Christopher H. Browne, William H. Browne,
John D. Spears, Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings (the
"Members"). By reason of their positions as such, the members of TBC may be
deemed to control TBC and the general partners of TBK and Vanderbilt may be
deemed to control TBK and Vanderbilt, respectively.
(b) The business address of each of TBC, TBK, Vanderbilt and the
General Partners is 52 Vanderbilt Avenue, New York, New York 10017.
(c) TBC is engaged primarily in the business of a securities broker and
dealer and investment adviser, is registered as a broker-dealer and investment
adviser with the Securities and Exchange Commission, and is a member of the
National Association of Securities Dealers, Inc.
TBK is a private investment partnership and is currently, and at all
relevant times was, engaged primarily in the business of investing in securities
for its own account.
Vanderbilt is a private investment partnership and is currently, and at
all relevant times was, engaged primarily in the business of investing in
securities for its own account.
The present principal occupation of each of the General Partners is
serving as such for TBK and Vanderbilt. The present principal occupation of
Thomas P. Knapp is serving as a general partner in TBK. The present principal
occupation of the Members of TBC is serving as such. Holdings is wholly owned by
Affiliated Managers Group, Inc., a Boston-based holding company which makes
equity investments in investment management firms, in which management personnel
retain a significant interest in the profits of the business. The principal
business address of each of TBC, TBK and Vanderbilt is set forth above.
(d) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner or Member has, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) None of TBC, TBK, Vanderbilt, Thomas P. Knapp, nor any General
Partner or Member has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which proceeding it or he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect thereto.
<PAGE> 7
(f) Each of TBK and Vanderbilt is a Delaware limited partnership. TBC
is a Delaware limited liability company. Each of the General Partners, Members
and Thomas P. Knapp is a citizen of the United States of America, with the
exception of Holdings, which is a Delaware corporation.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, the number of shares with respect to which TBC
may be deemed to be the beneficial owner is 6,275,140 shares of Common Stock
(the "TBC Shares"), all of which shares were purchased in open market
transactions. The aggregate cost of the TBC Shares, including brokerage
commissions, was $ 68,796,615.
The TBC Shares are held in the TBC Accounts, the funds therefor coming
from the funds on hand in each individual managed account and in certain
instances from standard margin account borrowings from brokerage accounts
maintained at U.S. Clearing Corporation. It is expected that funds used by the
TBC Accounts to purchase additional shares of Common Stock, if additional shares
are purchased by the TBC Accounts (see Item 4 hereof), will come from the funds
on hand for each individual managed account, which funds on hand at any time and
from time to time may include, among others, funds borrowed pursuant to margin
accounts maintained at U.S.Clearing Corporation. Borrowings made by certain TBC
Accounts pursuant to such margin accounts are secured by margin securities owned
by the respective accounts, including some of the TBC Shares. Interest on
outstanding borrowings under such margin accounts ranges from 1/2% to 2% over
the brokers' call rate in effect from time to time at Chase Manhattan Bank, New
York, New York, depending upon the amount of outstanding borrowings at any given
time.
As of the date hereof, TBK beneficially owns directly 309,000 shares of
Common Stock (the "TBK Shares"), all of which shares were purchased in open
market transactions. The aggregate cost of the TBK Shares, including brokerage
commissions, was $ 3,527,210.
It is expected that funds used by TBK to purchase additional shares of
Common Stock, if additional shares are purchased by TBK (see Item 4 hereof),
will come from TBK's general funds, which include cash and cash equivalents on
hand and in banks.
TBK's general funds have included, and it is expected that they will
from time to time include, funds borrowed by it pursuant to an understanding
with Chase Manhattan Bank. As of the date hereof, TBK has a loan outstanding
with Chase Manhattan Bank in the amount of $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in effect
from time to time at Chase Manhattan Bank. TBK's funds may also include funds
borrowed pursuant to a Line of Credit Agreement between TBK and Boston Safe
Deposit and Trust Company. Pursuant to the Line of Credit Agreement, TBK may
borrow up to $15,000,000 at the brokers' call rate charged from time to time by
Boston Safe Deposit & Trust Company. Borrowings made by TBK pursuant to its
understandings with Chase Manhattan Bank and the Line of Credit Agreement with
Boston Safe Deposit and Trust Company are secured by securities owned by TBK;
such borrowings are not secured by any TBK Shares. No borrowings from Chase
Manhattan Bank or Boston Safe Deposit and Trust Company were made for the
purpose of acquiring the TBK Shares. TBK reserves the right to include all or
any of the shares of Common Stock owned by it at any time or from time to time,
among the securities that serve as collateral for such borrowings, subject to
compliance with any applicable statutes and regulations.
As of the date hereof, Vanderbilt beneficially owns directly 60,970
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions hereof.) The aggregate cost of the
Vanderbilt Shares, including brokerage commissions, was $653,922.
It is expected that funds used by Vanderbilt to purchase additional
shares of Common Stock, if additional shares are purchased by Vanderbilt (see
Item 4 hereof), will come from Vanderbilt's general funds, which include cash
and cash equivalents on hand and in banks.
Vanderbilt's funds may include funds borrowed pursuant to a Line of
Credit Agreement between Vanderbilt and Boston Safe Deposit and Trust Company.
Pursuant to the Line of Credit Agreement, Vanderbilt may borrow up to $2,000,000
at the brokers' call rate charged from time to time by Boston Safe Deposit &
Trust Company. Borrowings made by Vanderbilt pursuant to the Line of Credit
Agreement with Boston Safe Deposit and Trust Company are secured by securities
owned by Vanderbilt; such borrowings are not secured by any Vanderbilt Shares.
No borrowings from Boston Safe Deposit and Trust Company were made by Vanderbilt
for the purpose of acquiring the Vanderbilt Shares. Vanderbilt reserves the
right to include all or any of the shares of Common Stock owned by it at any
time or from time to time, among the securities that serve as collateral for
such borrowings, subject to compliance with any applicable statutes and
regulations.
<PAGE> 8
ITEM 4. PURPOSE OF TRANSACTION
Each of TBC, TBK and Vanderbilt has acquired the shares of Common Stock
owned by it for investment purposes and for none of the reasons enumerated in
Item 4 of Schedule 13D, except that TBC, TBK and Vanderbilt may dispose of all
or some of the TBC Shares, the TBK Shares and the Vanderbilt Shares,
respectively, or may acquire additional shares of Common Stock from time to
time, depending upon price and market conditions, evaluation of alternative
investments, and other factors. Currently, TBC, TBK and Vanderbilt intend to
acquire additional shares of Common Stock in the open market, depending upon the
price of the Common Stock from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, TBC may be deemed to be the beneficial owner
of an aggregate of 6,275,140 shares of Common Stock, which constitutes
approximately 6.33% of the 99,151,000 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.
As of the date hereof, TBK beneficially owns directly 309,000 shares of
Common Stock, which constitutes approximately 0.31% of the 99,151,000 shares of
Common Stock which TBK believes to be the total number of shares of Common Stock
outstanding.
As of the date hereof, Vanderbilt beneficially owns directly 60,970
shares of Common Stock, which constitutes approximately 0.06% of the 99,151,000
shares of Common Stock which Vanderbilt believes to be the total number of
shares of Common Stock outstanding.
Also included in the TBC Shares are 770 shares of Common Stock held in
a certain TBC Account for a charitable foundation of which Christopher H. Browne
is a trustee. Mr. Browne is a Member of TBC and is also a general partner of TBK
and Vanderbilt.
Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial
owner of any of the shares of Common Stock held in the TBC Accounts. The
aggregate number of shares of Common Stock with respect to which TBC, TBK and
Vanderbilt could be deemed to be the beneficial owner as of the date hereof, is
6,645,110 shares, which constitutes approximately 6.70% of the 99,151,000 shares
of Common Stock, which the filing persons believe to be the total number of
shares of Common Stock outstanding, but nothing contained herein shall be
construed as an admission that TBC is the beneficial owner of any of the TBC
Shares.
The aggregate number of shares and percentage of Common Stock with
respect to which each of the General Partners and Members may be deemed to be
the beneficial owner by reason of his being a general partner of TBK and
Vanderbilt, or a member of TBC, is 6,645,110 shares, which constitutes
approximately 6.70% of the 99,151,000 shares of Common Stock outstanding. The
aggregate number of shares and percentage of Common Stock with respect to which
Thomas P. Knapp may be deemed to be a beneficial owner by reason of his being a
general partner of TBK is 309,000 shares of Common Stock which constitutes
approximately 0.31% of the 99,151,000 shares of Common Stock outstanding.
However, nothing contained herein shall be construed as an admission that any of
the General Partners or Thomas P. Knapp is the beneficial owner of any shares of
Common Stock, except as set forth herein as expressly and admittedly being
beneficially owned by a particular General Partner or Thomas P. Knapp.
Each of TBC, TBK and Vanderbilt disclaims beneficial ownership of
Common Stock held by the other. Except as described herein, to the best
knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to comprise a
group with any of TBC, TBK, Vanderbilt, or any other person named in Item 2
hereof, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 6,275,140 shares of
Common Stock held by the TBC Accounts and has sole power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 6,036,320 shares of Common Stock
held in certain TBC Accounts.
Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) shared power to vote or direct the vote of 6,036,320 shares of Common Stock
held in certain TBC Accounts.
<PAGE> 9
TBK has the sole power to vote or direct the voting of and dispose or
direct the disposition of the TBK Shares. Each of the General Partners and
Thomas P. Knapp, solely by reason of their positions as general partners, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the TBK Shares.
Vanderbilt has the sole power to vote or direct the voting of and
dispose or direct the disposition of the Vanderbilt Shares. Each of the General
Partners of Vanderbilt, solely by reason of their positions as such, may be
deemed to have shared power to vote or direct the vote of and to dispose or
direct the disposition of the Vanderbilt Shares.
(c) Transactions in Common Stock effected by TBC, TBK and Vanderbilt
since November 2, 1999, the date of the filing persons' last filing on Schedule
13D and ended as of the date hereof are set forth below:
NO OF SHARES PRICE
TBC ACCOUNTS PURCHASED SOLD PER SHARE
11/02/99 73,000 $10.684900
11/03/99 84,500 $10.699
11/04/99 129,265 $10.64200
11/05/99 123,000 $11.1687
11/08/99 200,000 $11.6344
11/09/99 525 $11.5815
11/10/99 16,000 $11.5078
11/10/99 45,225 $11.5078
11/11/99 225 $11 9/16
11/12/99 56,000 $11.6696
11/16/99 20,000 $11 3/4
11/17/99 1,020 $11 3/4
11/17/99 267,500 $11 3/4
TBK:
11/09/99 147,775 $11.5815
11/10/99 41,390 $11.5078
VANDERBILT:
11/04/99 46,735 $10.64200
08/17/99 11,650 $28 1/2
(d) To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.
To the best knowledge of TBK, no person other than TBK has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the TBK Shares, except that the General Partners and Thomas P.
Knapp may be deemed to have such rights and powers solely by reason of being
general partners in TBK.
To the best knowledge of Vanderbilt, no person other than Vanderbilt
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Vanderbilt Shares, except that the General
Partners in Vanderbilt may be deemed to have such rights and powers solely by
reason of being general partners in Vanderbilt.
(e) Not applicable.
<PAGE> 10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as otherwise described herein, none of TBC, TBK or Vanderbilt,
nor, to the best knowledge of TBC, TBK or Vanderbilt, any other person named in
Item 2 hereof, has any contract, arrangement, understanding or relationship with
respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 - - Agreement pursuant to Rule 13d-1(f)(1)(iii).
SIGNATURE
Each of Tweedy, Browne Company LLC, TBK Partners, L.P. and Vanderbilt
Partners, L.P., after reasonable inquiry and to the best of its knowledge and
belief, hereby certifies that the information set forth in this Statement (which
includes the Exhibit annexed hereto) is true, complete and correct.
TWEEDY, BROWNE COMPANY LLC
By /s/ Christopher H. Browne
------------------------------
Christopher H. Browne
Member
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
------------------------------
Christopher H. Browne
General Partner
VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne
------------------------------
Christopher H. Browne
General Partner
Dated: November 22, 1999
<PAGE> 1
EXHIBIT 99.1
AGREEMENT dated as of November 22, 1999 among Tweedy, Browne Company
LLC, a Delaware limited liability company ("TBC"), TBK Partners, L.P., a
Delaware limited partnership ("TBK"), and Vanderbilt Partners L.P., a Delaware
limited partnership ("Vanderbilt").
WITNESSETH:
WHEREAS, TBC, TBK and Vanderbilt may be deemed to have acquired, in the
aggregate, beneficial ownership of more than five percent of the Common Stock
(the "Common Stock") of Hollinger International Inc. (the "Company ") and
WHEREAS, pursuant to Rule 13d-1 under the Securities Exchange Act of
1934 (the "Act"), a Statement on Schedule 13D must be filed by any person who
acquires more than five percent of registered equity securities; and
WHEREAS, in accordance with Rule 13d-1(f) of the Act, only one such
Statement need be filed whenever two or more persons are required to file such a
Statement pursuant to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing that such Statement is
filed on behalf of each of them.
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto agree as follows:
TBC, TBK and Vanderbilt do hereby agree, in accordance with Rule
13d-1(f) under the Act, to file one Statement on Schedule 13D relating to their
ownership of the Common Stock, and do hereby further agree that said Statement
shall be filed on behalf of each of TBC, TBK and Vanderbilt. Nothing herein,
however, shall be, or shall be deemed to be, an admission that the parties
hereto, or any of them, are members of a "group" (within the meaning of Section
13(d) of the Act and the rules and regulations promulgated thereunder) with
respect to any securities of the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
TWEEDY, BROWNE COMPANY LLC VANDERBILT PARTNERS, L.P.
By /s/ Christopher H. Browne By /s/ Christopher H. Browne
------------------------- -------------------------
Christopher H. Browne Christopher H. Browne
Member General Partner
TBK PARTNERS, L.P.
By /s/ Christopher H. Browne
-------------------------
Christopher H. Browne
General Partner
