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As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOLLINGER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 95-3518892
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-2999
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
KENNETH L. SEROTA, ESQ.
VICE PRESIDENT AND SECRETARY
HOLLINGER INTERNATIONAL INC.
401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-2999
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
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<S> <C>
MICHAEL C. MCLEAN WILLIAM P. ROGERS, JR.
KIRKPATRICK & LOCKHART LLP CRAVATH, SWAINE & MOORE
1500 OLIVER BUILDING WORLDWIDE PLAZA
PITTSBURGH, PENNSYLVANIA 15222-2312 825 EIGHTH AVENUE
(412) 355-6458 NEW YORK, NEW YORK 10019
(212) 474-1270
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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, check the following box. / /
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. /X/ Reg. No.
333-06619
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE(1), (2)
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PRIDESSM--Depositary Shares
$.01 per share(1)............. 3,450,000 shares $9.75 $33,637,500 $11,600
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Convertible Preferred
Stock(2)...................... 1,725,000 shares -- -- --
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Class A Common Stock, par
value $.01 per share(2)......... 3,450,000 shares -- -- --
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(1) Calculated in accordance with Rule 457.
(2) In accordance with Rule 457(i), no fee is payable with respect to the shares
of Convertible Preferred Stock and Class A Common Stock being registered.
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STATEMENT PURSUANT TO RULE 462(B)
THE CONTENTS CONTAINED IN REGISTRATION STATEMENT NO. 333-06619 FILED WITH
THE COMMISSION ON JUNE 21, 1996, AS AMENDED BY AMENDMENT NO. 1 THERETO FILED
WITH THE COMMISSION ON JULY 18, 1996, AMENDMENT NO. 2 THERETO FILED WITH THE
COMMISSION ON JULY 22, 1996 AND AMENDMENT NO. 3 THERETO FILED WITH THE
COMMISSION ON JULY 31, 1996 ARE INCORPORATED BY REFERENCE INTO, AND SHALL BE
DEEMED PART OF, THIS REGISTRATION STATEMENT.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 1, 1996.
HOLLINGER INTERNATIONAL INC.
By: /S/ CONRAD M. BLACK
Conrad M. Black,
Chairman of the Board
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth L. Serota and J. David Dodd, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/S/ CONRAD M. BLACK Chairman of the Board, Chief Executive August 1, 1996
- ----------------------------------- Officer and Director (Principal
Conrad M. Black Executive Officer)
/S/ F. DAVID RADLER President, Chief Operating Officer and August 1, 1996
- ----------------------------------- Director
F. David Radler
/S/ J. A. BOULTBEE Vice President and Chief Financial August 1, 1996
- ----------------------------------- Officer (Principal Financial Officer)
J. A. Boultbee
/S/ FREDERICK A. CREASEY Group Corporate Controller August 1, 1996
- ----------------------------------- (Principal Accounting Officer)
Frederick A. Creasey
/S/ BARBARA AMIEL BLACK Director August 1, 1996
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Barbara Amiel Black
/S/ DWAYNE O. ANDREAS Director August 1, 1996
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Dwayne O. Andreas
/S/ RICHARD BURT Director August 1, 1996
- -----------------------------------
Richard Burt
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SIGNATURE TITLE DATE
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Director August , 1996
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Raymond G. Chambers
/S/ DANIEL W. COLSON Director August 1, 1996
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Daniel W. Colson
/S/ HENRY A. KISSINGER Director August 1, 1996
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Henry A. Kissinger
/S/ MARIE-JOSEE KRAVIS Director August 1, 1996
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Marie-Josee Kravis
Director August , 1996
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Shmuel Meitar
/S/ RICHARD N. PERLE Director August 1, 1996
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Richard N. Perle
/S/ ROBERT S. STRAUSS Director August 1, 1996
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Robert S. Strauss
Director August , 1996
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Alfred Taubman
/S/ JAMES R. THOMPSON Director August , 1996
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James R. Thompson
Director August , 1996
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Lord Weidenfeld
/S/ LESLIE H. WEXNER Director August 1, 1996
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Leslie H. Wexner
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EXHIBIT INDEX
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EXHIBIT PRIOR FILING OR
NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
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*5.01 Opinion of Kirkpatrick & Lockhart LLP
*23.01 Consent of KPMG Peat Marwick LLP
*23.02 Consent of Kirkpatrick & Lockhart LLP (included in the
opinion at Exhibit 5.01)
*24.01 Powers of Attorney for the Company (included in the
signature page of this Registration Statement).
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* Filed herewith.
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EXHIBIT 5.01
August 1, 1996
Hollinger International Inc.
401 North Wabash Avenue
Chicago, Illinois 60611
Ladies and Gentlemen:
We are acting as counsel to Hollinger International Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (No. 333-06619), originally filed by the Company with the Securities
and Exchange Commission on June 21, 1996, as amended, in connection with the
registration pursuant to the Securities Act of 1933, as amended (the "Act"), of
(i) 17,250,000 9-3/4% PRIDES(SM) Depositary Shares ("PRIDES"), (ii) 8,625,000
shares of Convertible Preferred Stock, and (iii) 17,250,000 shares of Class A
Common Stock issuable in connection with the PRIDES, and a Registration
Statement filed on August 1, 1996 in accordance with Rule 462(b) under the Act
in connection with the registration of (i) 3,450,000 PRIDES, (ii) 1,725,000
shares of Convertible Preferred Stock, and (iii) 3,450,000 shares of Class A
Common Stock issuable in connection with the PRIDES (together, the "Registration
Statement").
We have examined the Registration Statement and we have examined the
Company's Restated Certificate of Incorporation and By-laws, each as amended to
date. We have also examined such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as
we have deemed necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that the issuance of the
PRIDES, the shares of Convertible Preferred Stock and the shares of Class A
Common Stock into which the PRIDES are convertible has been duly authorized by
the Company, and if and when sold by the Company as contemplated by the
Prospectus contained in the Registration Statement and, in the case of the
shares of Class A Common Stock, upon conversion in accordance with the terms of
the PRIDES, each will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.01 to the Registration
Statement and to the reference to the undersigned in the Prospectus that forms
part of the Registration Statement.
Yours truly,
/s/ KIRKPATRICK & LOCKHART LLP
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EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Hollinger International Inc.
We consent to the use of our report dated February 27, 1996, relating to the
consolidated balance sheets of Hollinger International Inc. and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, included in this Prospectus and
incorporated herein by reference from the Company's Annual Report on 1995 Form
10-K for the year ended December 31, 1995, and to the reference to our firm
under the heading "Selected Consolidated Historical Financial Information and
Other Data" and "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
August 1, 1996
