<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)*
of
Tweedy, Browne Company LLC
SCHEDULE 13D
(Amendment No. 2)*
of
TBK Partners, L.P.
SCHEDULE 13D
(Amendment No. 1)*
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)
FEBRUARY 23, 2000
(Date of Event which Required Filing of this Statement)
<PAGE> 2
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 theAct,
but shall be subject to all the provisions of the Act (however, see the Notes).
<PAGE> 3
CUSIP No. 435569108
- ----------------------------------------------------------------------------
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 7,072,835 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
7,389,700 shares held in accounts of TBC
(as hereinafter defined).
- ----------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,389,700 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)
7.45%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
BD, IA & 00
<PAGE> 4
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) [x]
- ----------------------------------------------------------------------------
(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
398,810 shares, except that the
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
398,810 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
398,810 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)
0.40%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
<PAGE> 5
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) [X]
- ----------------------------------------------------------------------------
(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
71,960 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
71,960 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
71,960 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)
0.07%
- ----------------------------------------------------------------------------
(14) Type of Reporting Person (See Instructions)
PN
<PAGE> 6
PRELIMINARY NOTE
This Statement constitutes (a) Amendment No. 2 to a Statement on
Schedule 13D originally filed by Tweedy, Browne Company LLC , a Delaware limited
liability company ("TBC"), and dated as of November 2, 1999 (the "TBC
Statement"); (b) Amendment No. 2 to a Statement filed on Schedule 13D originally
filed by TBK Partners, L.P., a Delaware limited partnership ("TBK") and dated as
of November 2, 1999 (the "TBK Statement"); and (c) Amendment No. 1 to a
Statement on Schedule 13D filed by Vanderbilt Partners, L.P., a Delaware limited
partnership ("Vanderbilt") and dated as of November 22, 1999. (collectively the
"Joint Amendment No. 1"). However, the filing of this Joint Amendment No. 1
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 and Exchange Act of
1934, as amended (the "Act").
This Joint Amendment No. 1 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 Joint Amendment No. 1, 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.
This Joint Amendment No. 1 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 it has
obtained sole or shared voting power.
Other than as set forth below, to the best knowledge of TBC, TBK and
Vanderbilt, there has been no material change in the information set forth in
response to Items 1,2,4,6 and 7 of the Statement, as amended. Accordingly, those
Items are omitted from this Joint Amendment No. 1.
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 7,389,700 shares of Common Stock
(the "TBC Shares"), all of which shares were purchased in open market
<PAGE> 7
transactions. The aggregate cost of the TBC Shares, including brokerage
commissions, was $ 82,730,646.
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 the 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
securitites 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 398,810 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 $4,629,257.
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 of in the amount $20,000. Borrowings made by TBK
pursuant to that understanding bear interest at the brokers' call rate in effect
from time to time to 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 borrowing 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 71,960
shares of Common Stock (the "Vanderbilt Shares"), all of which shares were
purchased in open market transactions. The aggregate cost of the Vanderbilt
Shares, including brokerage commisssions, was $787,258.
<PAGE> 8
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 and
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 applicable statutes and regulations.
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 7,389,700 shares of Common Stock, which constitutes
approximately 7.45% 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 398,810 shares of
Common Stock, which constitutes approximately 0.40% 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 71,960
shares of Common Stock, which constitutes approximately 0.07% 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 905 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 in TBK
and Vanderbilt.
Additionally 80,000 shares are held in a certain TBC account for John
D. Spears. Mr. Spears is a member of TBC and is also a general partners in 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
7,860,470 shares, which constitutes approximately 7.92% 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
<PAGE> 9
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 Members may be deemed to be the beneficial owner by
reason of his being a Member of TBC and a general partner in TBK and Vanderbilt,
respectively, is 7,860,470 shares, which constitutes approximately 7.92% 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 398,810 shares of Common Stock which constitutes approximately 0.40% 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 of
the Statement, beneficially owns any shares of Common Stock.
(b) TBC has investment discretion with respect to 7,389,700 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 7,072,835 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 7,072,835 shares of Common Stock
held in certain TBC Accounts.
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
during the sixty-day period ended as of the date hereof are set forth below:
<PAGE> 10
REPORTING NO. OF SHARES NO. OF SHARES PRICE
PERSON DATE PURCHASED SOLD PER SHARE
TBC Accounts 12/23/99 80,000 $12.4219
01/04/00 1,900 $13 1/6
01/05/00 7,200 $12 1/2
01/06/00 47,800 $12.743600
01/07/00 10,000 $12.562500
01/10/00 2,100 $12.562500
01/12/00 17,900 $12.687500
01/13/00 25,000 $12.687500
01/14/00 25,000 $12 3/4
01/18/00 11,100 $12.662700
01/20/00 6,200 $12.75000
01/21/00 31,500 $12.7466
01/24/00 40,500 $12 3/4
01/25/00 50,000 $12.36
01/31/00 20,000 $12 11/16
02/01/00 2,600 $12 11/16
02/03/00 600 $12 15/16
02/09/00 29,000 $12.588
02/09/00 460 $12 11/16
02/10/00 45,000 $12.5694
02/11/00 114,100 $12.633042
02/14/00 51,600 $12.442600
02/15/00 21,845 $12.7052
02/15/00 540 $12 5/8
02/16/00 166,400 $12.7601
02/17/00 102,145 $12.062500
02/18/00 47,055 $11.781300
02/22/00 14,100 $11.781300
02/23/00 20,000 $12 1/16
02/23/00 125,000 $12.0658
TBK: 02/15/00 25,000 $12.7052
02/17/00 51,865 $12.062500
02/18/00 12,945 $11.781300
Vanderbilt: 02/17/00 10,990 $12.062500
(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> 11
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 Joint Amendment
No. 1 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: February 29, 2000
