HOLLINGER INTERNATIONAL INC, S-3, 1996-05-29

HOLLINGER INTERNATIONAL INC
S-3, 1996-05-29
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING

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<PAGE> 1
As filed with the Securities and Exchange Commission on May 29, 1996

Registration No. 33-
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________

HOLLINGER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

DELAWARE 95-3518892
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-3000

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
______________________________

KENNETH L. SEROTA
VICE PRESIDENT AND SECRETARY
HOLLINGER INTERNATIONAL INC.
401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________________

Copy to:

MICHAEL C. MCLEAN
KIRKPATRICK & LOCKHART LLP
1500 OLIVER BUILDING
PITTSBURGH, PENNSYLVANIA 15222-2312
(412) 355-6458

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
______________________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$.01 per share . . . . . . . . . . 33,610,754 shares $12.125 $407,530,393 $140,528
===================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
Computed in accordance with Rule 457(c) on the basis of the average of the
high and low sales prices for the Class A Common Stock on May 22, 1996
as reported on the New York Stock Exchange Composite Tape.

______________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
===============================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

SUBJECT TO COMPLETION, DATED _______, 1996

33,610,754 SHARES

HOLLINGER INTERNATIONAL INC.

CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)

_____________________

This prospectus provides for the offering by the Pledgees, as defined below,
of up to an aggregate of 33,610,754 shares (the "Pledged Shares") of the Class A
Common Stock, par value $.01 per share ("Class A Common Stock"), of Hollinger
International Inc. (the "Company"). The Pledged Shares were acquired by
Hollinger Inc. ("Hollinger Inc."), a Canadian corporation and the parent
corporation of the Company, on October 13, 1995 pursuant to the terms of a Share
Exchange Agreement dated as of July 19, 1995 (the "Share Exchange Agreement")
entered into between Hollinger Inc. and the Company as part of the corporate
reorganization of the international newspaper operations of the Company and
Hollinger Inc. (the "Reorganization"). See "Background--Hollinger Inc." The
Pledged Shares are being registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to the terms of a Registration Rights Agreement
dated February 29, 1996 (the "Registration Rights Agreement") described under
"Background -- Pledges."

UNTIL SUCH TIME AS THE PLEDGEES HAVE FORECLOSED UPON THE PLEDGED SHARES IN
ACCORDANCE WITH THE PLEDGES, THE TERMS OF THE HOLLINGER INC. INDEBTEDNESS (AS
DEFINED BELOW) AND APPLICABLE LAW, AND RECORD OWNERSHIP OF THE PLEDGED SHARES
HAS BEEN TRANSFERRED FROM HOLLINGER INC. TO THE PLEDGEES, NO PLEDGED SHARES
WILL BE SOLD PURSUANT TO THIS PROSPECTUS.

TERMS OF PLEDGE ARRANGEMENTS. Pursuant to the terms of the Hypothecation of
Specific Securities dated October 13, 1995 (the "Hypothecation") by Hollinger
Inc. in favor of the Canadian Imperial Bank of Commerce ("CIBC"), Hollinger
Inc. pledged the Pledged Shares and certain other securities of the Company
held by Hollinger Inc. to CIBC as collateral security for the obligations of
Hollinger Inc. and certain affiliated companies under a demand operating
facility and a revolving debt facility (together, the "CIBC Facility"). See
"Background--Pledges."

Hollinger Inc. subsequently transferred, subject to the Hypothecation,
7,539,028 of the Pledged Shares to 3184081 Canada Limited, a wholly owned
subsidiary of Hollinger Inc. ("Canada Limited"), and 15,950,000 of the Pledged
Shares to 1159670 Ontario Limited, a wholly owned subsidiary of Hollinger Inc.
("Ontario Limited"). As used in this Prospectus, unless the context otherwise
requires, "Hollinger Inc." refers to Hollinger Inc. and its wholly owned
subsidiaries, including but not limited to Canada Limited and Ontario Limited.

Pursuant to the terms of a Securities Pledge Agreement dated February 29,
1996 (the "Securities Pledge Agreement", and together with the Hypothecation,
the "Pledges"), Ontario Limited has pledged the 15,950,000 Pledged Shares held
by it (the "Ontario Limited Shares") as collateral security for its obligations
under a Cdn.$90,000,000 Credit Agreement dated February 29, 1996 (the "Credit
Agreement") among Ontario Limited, Hollinger Inc., CIBC, as agent for the
Lenders, and CIBC, The Toronto-Dominion Bank and The Bank of Nova Scotia
(collectively, the "Lenders", and together with CIBC in its own capacity under
the Hypothecation and the CIBC Facility, the "Pledgees").

In addition to the Pledges, Hollinger Inc. may pledge the Pledged Shares,
subject to the Pledges and/or upon release from one or both of the Pledges, to
secure other present or future indebtedness of Hollinger Inc. ("Other
Indebtedness") to one or more of the Pledgees or to parties other than the
Pledgees. As used in this Prospectus, unless the context otherwise requires:
(i) "Pledges" refers to the Pledges, any additional pledges of the Pledged
Shares to the Pledgees or other parties as described above; (ii) "Hollinger
Inc. Indebtedness" refers to the CIBC Facility, the Credit Agreement and Other
Indebtedness, so long as such indebtedness continues to be collateralized by a
pledge of the Pledged Securities; and (iii) "Pledgees" refers to both the
Pledgees and any additional pledgees.
<PAGE> 3
MANNER OF SALE OF PLEDGED SHARES. Upon a default by Hollinger Inc. under
Hollinger Inc. Indebtedness and a foreclosure upon the Pledged Shares by one or
more Pledgees in accordance with the Pledges, the terms of the Hollinger Inc.
Indebtedness and applicable law (a "Foreclosure"), such Pledged Shares may be
offered or sold by or for the account of the Pledgees, or their transferees,
from time to time or at one time, at prices and on terms to be determined at
the time of sale, to purchasers directly or by or through brokers, dealers,
underwriters or agents who may receive compensation in the form of discounts,
commissions or concessions. The Pledgees, or their transferees, and any
brokers, dealers, underwriters or agents that participate in the distribution
of the Pledged Shares may be deemed to be "underwriters" within the meaning of
the Securities Act and any discounts, concessions and commissions received by
any such broker, dealer, underwriter or agent may be deemed to be underwriting
commissions or discounts under the Securities Act. The Company will not
receive any of the proceeds from any sale of the Pledged Shares that may be
offered hereby. See "Use of Proceeds," "Background -- Pledges" and "Plan of
Distribution."

The Class A Common Stock is listed on the New York Stock Exchange (the
"NYSE") and traded under the symbol "HLR." The last sale price of the Class A
Common Stock as reported on the NYSE Composite Tape on May 28, 1996 was $12.75
per share.
_____________________

SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN CONSIDERATIONS RELEVANT TO
AN INVESTMENT IN THE CLASS A COMMON STOCK.

_____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

_____________________

The date of this Prospectus is _______________, 1996.

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<PAGE> 4
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic reports, proxy solicitation materials and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy solicitation materials and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices located at Seven World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. The Class A Common Stock is listed on the
NYSE. Such reports, proxy solicitation materials and other information can
also be inspected and copied at the NYSE at 20 Broad Street, New York, New York
10005.

The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
made hereby. This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which are omitted in
accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statement, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (File No.
0-24004) pursuant to the Exchange Act are incorporated herein by reference:

1. the Company's Annual Report on Form 10-K for the year ended December 31,
1995;

2. the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;

3. the Company's Current Reports on Form 8-K dated February 7, 1996 and
April 24, 1996; and

4. the description of the Class A Common Stock contained in the Company's
Registration Statement on Form 8-A, as the same may be amended.

All reports and other documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
shall be deemed to be incorporated by reference herein. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents that are incorporated herein by reference,
other than exhibits to such information (unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to
Hollinger International Inc., 401 North Wabash Avenue, Chicago, Illinois 60611,
Attention: Secretary, telephone number (312) 321-3000.

3
<PAGE> 5
THE COMPANY

The Company, through subsidiaries and affiliated companies, is a leading
publisher of English-language newspapers in the United States, the United
Kingdom, Australia, Canada and Israel. Included among the 136 paid daily
newspapers which the Company owns or has an interest are the Chicago Sun-Times
and The Daily Telegraph. These 136 newspapers have a world-wide daily combined
circulation of approximately 4,300,000 (including 2,100,000 attributable to the
publications in which the Company has a minority equity interest). In
addition, the Company owns or has an interest in 395 non-daily newspapers as
well as magazines and other publications. The Company's strategy is to achieve
growth through acquisitions and improvements in the cash flow and profitability
of its newspapers, principally through cost reductions. Since the Company's
formation in 1986, the existing senior management team has acquired over 425
newspapers and related publications in the United States, The Daily Telegraph
in the United Kingdom and The Jerusalem Post in Israel, and has made
significant investments in newspapers in Australia and Canada.

The Company was incorporated in the State of Delaware on December 28, 1990
and its executive offices are located at 401 North Wabash Avenue, Chicago,
Illinois 60611, telephone number (312) 321-3000. References herein to the
Company refer to Hollinger International Inc. and its subsidiaries, unless the
context requires otherwise.

RECENT DEVELOPMENTS

The Telegraph. On April 24, 1996, the Company announced a proposal to acquire
all of the outstanding ordinary shares of The Telegraph plc (The Telegraph plc
and its consolidated subsidiaries and affiliated companies are referred to
herein as "The Telegraph"), not presently controlled by the Company for 560p
($8.46) per share, plus a special cash dividend of 10p ($0.15) per share and a
contingent cash payment, each as more fully described below. The total
consideration payable by Hollinger International (not including the special
dividend to be paid by The Telegraph or the contingent payment) is estimated at
approximately $420 million, based on the April 24, 1996 exchange rates.

The acquisition will be effected by means of a "scheme of arrangement" under
the United Kingdom Companies Act 1985 (the "Plan"). As a result, The Telegraph
would become a wholly owned subsidiary of the Company. Consummation of the
Plan will require the approval of a majority in number, representing
three-fourths in value, of the relevant minority holders of The Telegraph
shares present and voting at meetings of The Telegraph's shareholders, as well
as approval of an English court. It is expected that the Plan, if approved,
would be completed in early August 1996. At present, the Company, through
certain indirect subsidiaries, owns approximately 64% of The Telegraph's
ordinary shares.

The Company has received commitments for bank credit facilities and bridge
financing from The Toronto-Dominion Bank and Toronto Dominion Capital,
respectively, to provide the necessary financing for the Plan. In addition,
the Company is considering raising up to $150 million in equity financing,
subject to market conditions, which may be used to reduce or repay indebtedness
to be incurred in connection with the Plan. Consummation of the Plan is not
conditioned upon any such equity financing.

Upon completion of the Plan, The Telegraph will pay a special dividend of 10p
per share in place of its normal interim dividend of about half that amount.
In lieu of an immediate cash payment, The Telegraph minority shareholders
outside of the United States, Canada and Australia will be entitled to elect to
receive payments under the Plan over time through a guaranteed loan note. The
Telegraph minority shareholders will be entitled to receive a further cash
payment if The Telegraph's 25% interest in John Fairfax Holdings Limited
("Fairfax") is sold in the next two years at a price (net of any tax incurred
in the disposal or distribution of disposal proceeds) in excess of $3.00
(Australian) per share. The per share amount of any such additional cash
payment will be paid pro rata to minority shareholders of The Telegraph on the
basis of the minority's holdings as of the effective date of the Plan. The
closing market price of the ordinary shares of Fairfax was $2.90 (Australian)
per share on April 23, 1996.

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<PAGE> 6
The Telegraph's ownership of Fairfax is limited at present by Australian law
to 25% of issued capital. The Telegraph has stated that the outcome of a
current review of media ownership rules by the Australian government will be
taken into account in determining The Telegraph's strategy in relation to its
investment in Fairfax. Management of the Company has stated that if The
Telegraph is not able to increase its ownership to a level of unambiguous
control, it will reluctantly consider disposing of its investment in Fairfax.

Management of the Company believes that The Telegraph will benefit from being
a wholly owned subsidiary in the more broadly-based Hollinger International
Group. In addition, the transaction would provide the Company with greater
access to The Telegraph's substantial cash flow and enhanced financing and
corporate flexibility. The significant administrative costs of maintaining The
Telegraph as a separate listed company would be eliminated.

Southam. On May 24, 1996, Hollinger Inc. announced that one of its wholly
owned subsidiaries purchased from a subsidiary of Power Corporation of Canada
the 16,349,743 common shares (the "Southam Shares") of Southam Inc. ("Southam")
held by Power Corporation, or 21.5% of the outstanding common shares, at a price
of $18 per share. The purchase increases Hollinger Inc.'s holdings in Southam to
41% of Southam's outstanding common shares, including 19.4% which is held
indirectly by the Company. Hollinger Inc. stated that it intends to further
increase its holdings in Southam through permissible off-market transactions to
or above 50% of Southam's outstanding common shares. Hollinger Inc. and the
Company intend to pool their interests in Southam in a manner that maintains
Southam's Canadian tax status as a publisher of Canadian newspapers and
periodicals, while ensuring that the maximum possible equity interest in Southam
will be owned by the Company.

The purchase of the Southam Shares was financed through a bank credit facility
from CIBC to the Company (the "Southam Facility"), which is guaranteed by
Hollinger Inc. The funds under the Southam Facility were advanced by the Company
to Hollinger Inc. as an intercompany loan to finance Hollinger Inc.'s purchase.
The Hollinger Inc. guarantee is secured by a pledge of the Southam Shares. The
Pledged Shares also serve as collateral for the Southam Facility. In addition,
Hollinger Inc. has pledged 14,990,000 shares of the Company's Class B Common
Stock to CIBC in connection with the Southam Facility as well for other existing
indebtedness. Hollinger Inc. and the Company plan to refinance the Southam
Facility through the issuance of debt and equity securities.

The CIBC Letter Agreement (as defined herein) and the Registration Rights
Agreement (as defined herein) were amended to reflect the terms of the Southam
Facility. Pursuant to such amendments, it is anticipated that this Prospectus
will be amended to reflect the changes to the CIBC Letter Agreement and the
Registration Rights Agreement within 60 days of May 24, 1996.

RISK FACTORS

Prospective investors should carefully consider the following factors
relating to the business of the Company, together with the other factors,
information and financial data included or incorporated by reference in this
Prospectus, before acquiring any of the Pledged Shares that may be offered
hereby.

INTERNATIONAL HOLDING COMPANY STRUCTURE

The Company is an international holding company and its assets consist solely
of investments in its subsidiaries and affiliated companies. As a result, the
Company's ability to meet its future financial obligations is dependent upon
the availability of cash flows from its United States and foreign subsidiaries
and affiliated companies (subject to applicable withholding taxes) through
dividends, intercompany advances, management fees and other payments.
Similarly, the Company's ability to pay dividends on the Class A Common Stock
will be limited as a result of its dependence upon the distribution of earnings
of its subsidiaries and affiliated companies. The Company's subsidiaries and
affiliated companies are under no obligation to pay dividends and, in the case
of Hollinger International Publishing Inc., a Delaware corporation and a wholly
owned subsidiary of the Company through which the Company holds all the shares
of its other subsidiaries ("Publishing"), its principal United States
subsidiaries and its majority owned subsidiary, The Telegraph, are or will be
subject to statutory restrictions and restrictions in debt agreements that may
limit their ability to pay dividends. The Company's right to participate in
the distribution of assets of any subsidiary or affiliated company upon its
liquidation or reorganization will be subject to the prior claims of the
creditors of such subsidiary or affiliated company, including trade creditors,
except to the extent that the Company may itself be a creditor with recognized
claims against such subsidiary or affiliated company.

GROWTH STRATEGY

The Company's strategy is to achieve growth through acquisitions and
improvements in the cash flow and profitability of its newspapers, principally
through cost reductions. The Company's growth strategy presents risks inherent
in assessing the value, strengths and weaknesses of acquisition opportunities,
in evaluating the costs of new growth opportunities at existing operations and
in managing the numerous publications it has acquired and improving their
operating efficiency. While the Company believes that there are significant
numbers of potential acquisition candidates, the Company is unable to predict
the number or timing of future acquisition opportunities or whether any such
opportunities will meet the Company's acquisition criteria or, if such
acquisitions occur, whether the Company will be able to achieve improved
operating efficiencies or enhanced profitability. Accordingly, there can be no
assurance that the Company will continue to experience the rate of growth that
it has had in the past or that any future acquisitions will have a positive
effect on earnings and cash flow. In addition, the Company's acquisition
strategy is largely dependent on the Company's ability to obtain additional
debt financing on acceptable terms.

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<PAGE> 7
SUBSTANTIAL LEVERAGE; RESTRICTIVE ARRANGEMENTS

The Company and its subsidiaries have substantial leverage and have
substantial debt service obligations as well as obligations under the Series A
Convertible Redeemable Preferred Stock, par value $.01 per share ("Series A
Preferred Stock"), of the Company (which is convertible into shares of Class A
Common Stock) and redeemable preferred shares of its subsidiaries. The
instruments governing the terms of the principal indebtedness and redeemable
preferred stock of the Company, Publishing and its principal United States and
foreign subsidiaries contain various covenants, events of default and other
provisions that could limit the financial flexibility of the Company, including
the payment of dividends with respect to outstanding Common Stock and Preferred
Stock and the implementation of its growth strategy.

The substantial leveraged position of the Company could make it vulnerable to
a downturn in the operating performance of its business or a downturn in
economic conditions and could have the following consequences: (i) the
Company's ability to obtain additional debt financing on attractive terms for
corporate or other purposes, including the financing of future acquisitions,
may be impaired; (ii) the funds available to the Company for its operations and
for dividends on its Common Stock may be reduced as a result of the use of an
increased portion of available cash flow to pay debt service; (iii) certain of
the Company's borrowings are and will continue to be at variable rates of
interest, which could result in higher interest expenses in the event of
increases in interest rates; and (iv) such indebtedness and outstanding
redeemable preferred stock contain financial and restrictive covenants
(including certain change of control provisions related to Hollinger Inc.'s
control of the Company), the failure to comply with which may result in an
event of default which, if not cured or waived, could have a material adverse
effect on the Company.

On February 7, 1996, Publishing completed a public offering of $250 million
principal amount of 9 1/4% senior subordinated notes due February 1, 2006 (the
"Notes") priced at par (the "Notes Offering"). Payment of the principal of,
premium, if any, and interest on the Notes was guaranteed by the Company on an
unsecured senior subordinated basis. Concurrently with the Notes Offering,
Publishing entered into a credit agreement with two banks (the "Publishing
Credit Facility"). The Publishing Credit Facility consists of a five-year
non-amortizing revolving credit facility with a maximum of $100 million of
available credit (including a $10 million letter of credit subfacility). As
of the date hereof, no amounts have been borrowed under the Publishing Credit
Facility other than $2.4 million under letters of credit issued pursuant to the
letter of credit subfacility. The Company has guaranteed on a senior basis,
the payment of Publishing's obligations under the Publishing Credit Facility.

The Publishing Credit Facility contains customary events of default,
including, without limitation, certain change of control provisions that are
substantially similar to those applicable to the Notes, described below. The
indenture relating to the Notes (the "Indenture") provides that upon a change
of control (as defined below), each holder of the Notes has the right to
require that Publishing purchase all or any portion of such holder's Notes at a
purchase price in cash equal to 101% of the principal amount of such Notes,
plus accrued and unpaid interest, if any, to the date of purchase. A "change
of control" is defined in the Indenture to include, among other things, (i) any
person other than Conrad M. Black beneficially owning voting stock representing
more than 50% of the total voting power of Hollinger Inc. or the Company, (ii)
the Company ceasing to directly or indirectly own 100% of the voting stock of
Publishing, (iii) the occurrence of a business combination in which either (a)
Publishing or the Company is not the surviving corporation or (b) there shall
be a reclassification of the voting stock of Publishing or the Company in which
the holders of 50% of the voting stock of Publishing prior to such transaction
shall no longer hold at least 50% of the voting stock of Publishing or the
Company, or (iv) any person shall own or control a greater percentage of the
voting stock of the Company than Conrad M. Black and a Rating Decline (as
defined in the Indenture) shall occur.

CONTROL BY HOLLINGER INC.

Hollinger Inc. owns the Pledged Shares and all of the outstanding shares of
the Company's Class B Common Stock, par value $.01 per share ("Class B Common
Stock," and together with Class A Common Stock, "Common Stock"), constituting
approximately 66.5% of the combined equity interest in the Company and

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<PAGE> 8
approximately 88.2% of the combined voting power of the Company's Common Stock
(without giving effect to any conversion of Series A Preferred Stock into
shares of Class A Common Stock). Hollinger Inc. is effectively controlled by
Mr. Conrad M. Black, Chairman of the Board and Chief Executive Officer of
Hollinger Inc. and the Company, through his direct and indirect ownership and
control of Hollinger Inc.'s securities. As a result, Hollinger Inc. is in a
position to control the outcome of substantially all actions requiring
stockholder approval, including the election of the entire Board of Directors.
The retention by Hollinger Inc. of securities representing more than 50% of the
voting power of the Company's outstanding Common Stock will preclude any
acquisition of control of the Company not favored by Hollinger Inc. Subject to
the fiduciary responsibilities of the directors of the Company to all
stockholders and the terms of agreements defining the ongoing relationships
between Hollinger Inc. and the Company, Hollinger Inc., through its ability to
control the outcome of any election of directors, will continue to be able to
direct management policy, strategic direction and financial decisions of the
Company. Mr. Black has advised the Company that Hollinger Inc. does not
presently intend to reduce its voting power in the Company's outstanding Common
Stock to less than 50%. Furthermore, Mr. Black has advised the Company that he
does not presently intend to reduce his voting control over Hollinger Inc. such
that a third party would be able to exercise effective control over it.

If the Pledgees were to effect a Foreclosure upon all of the Pledged Shares,
Hollinger Inc. would continue to own 20.5% of the combined equity interest and
72.1% of the combined voting power of the outstanding Common Stock of the
Company (without giving effect to any conversion of Series A Preferred Stock
into shares of Class A Common Stock). As a result, Hollinger Inc. would
continue to be able to control the outcome of any election of directors and to
direct management policy, strategic direction and financial decisions of the
Company. Also, a default by Ontario Limited under the Credit Agreement and a
foreclosure upon only the Ontario Limited Shares in accordance with the
Securities Pledge Agreement, the terms of the Credit Agreement and applicable
law is not expected to result in a change of control of the Company; provided,
however, that CIBC may determine that such a default constitutes a default under
the CIBC Facility. A default by Hollinger Inc. under the CIBC Facility and a
foreclosure upon the Pledged Shares and the other securities of Company owned by
Hollinger Inc. that are subject to the Hypothecation, in accordance with the
Hypothecation, the terms of the CIBC Facility and applicable law could result in
a change of control of the Company.

NEWSPAPER INDUSTRY COMPETITION

Revenues in the newspaper industry are dependent primarily upon advertising
revenues and paid circulation. Competition for advertising and circulation
revenue comes from local and regional newspapers, radio, broadcast and cable
television, direct mail, and other communications and advertising media that
operate in the Company's markets. The extent and nature of such competition
is, in large part, determined by the location and demographics of the markets
and the number of media alternatives in those markets.

CYCLICALITY OF REVENUES

Advertising and, to a lesser extent, circulation revenues of the Company, as
well as those of the newspaper industry in general, are cyclical and dependent
upon general economic conditions. Historically, increases in advertising
revenues have corresponded with economic recoveries while decreases, as well as
changes in the mix of advertising, have corresponded with general economic
downturns and regional and local economic recessions.

NEWSPRINT COSTS

Newsprint represents the single largest raw material expense of the Company's
newspapers throughout the world and, together with employee costs, is one of
the most significant operating costs. Newsprint costs increased approximately
40% per metric ton in 1995 on an industry-wide basis and are expected to
continue to increase in 1996. Although the Company has implemented measures in
an attempt to offset the rise in newsprint prices, such as reducing page width
and managing its return policy, such increases have had an adverse effect on
the Company's

7
<PAGE> 9
results of operations. The Company has no effective ability to use long term
fixed price newsprint supply contracts to hedge its exposure fluctuations.

FOREIGN OPERATIONS AND CURRENCY EXCHANGE RATES

Operations outside of the United States accounted for approximately 42% of the
Company's operating revenues and approximately 42% of the Company's operating
income for the year ended December 31, 1995. In addition, equity in earnings of
affiliates (principally Fairfax and Southam) are in foreign currencies. In
general, the Company does not hedge against foreign currency exchange rate
risks. As a result, the Company may experience economic loss and a negative
impact on earnings with respect to its investments and on dividends from its
foreign subsidiaries, solely as a result of currency exchange rate fluctuations.

DIVIDEND POLICY

The Company has paid quarterly dividends on its Common Stock since the third
quarter of 1994. As an international holding company, the Company's ability to
declare and pay dividends in the future with respect to its Common Stock will
be dependent, among other factors, upon its results of operations, financial
condition and cash requirements, the ability of its United States and foreign
subsidiaries (principally The Telegraph) to pay dividends and make other
payments to the Company under applicable law and subject to restrictions
contained in existing and future loan agreements, the preference share and
other financing obligations to third parties relating to such United States or
foreign subsidiaries or the Company, as well as foreign and United States tax
liabilities with respect to dividends and other payments from those entities.

LIMITATIONS ON CONTROL OF THE TELEGRAPH, FAIRFAX AND SOUTHAM

Various undertakings and contractual agreements entered into by Hollinger
Inc., as well as The Telegraph's Articles of Association, presently restrict
the Company's future conduct with respect to The Telegraph. Such restrictions
may be modified or eliminated upon consummation of the April 24, 1996 proposal
to acquire all of the outstanding ordinary shares of The Telegraph not
indirectly owned by the Company.

London Stock Exchange Undertakings. When ordinary shares of The Telegraph
were publicly sold and listed on the London Stock Exchange in 1992, an
undertaking was given by Hollinger Inc. (on behalf of itself and the other
members of the Hollinger Inc. group) to The Telegraph and to the financial
advisors to The Telegraph to the effect that neither Hollinger Inc. nor any
member of the Hollinger Inc. group will make further purchases of ordinary
shares from time to time if, as a result of any such purchase, less than 25% of
the issued share capital of The Telegraph (or such other percentage as the
London Stock Exchange may accept as not affecting the listing of the ordinary
shares) will remain owned by persons not associated with the directors or
substantial shareholders of The Telegraph. The purpose of this undertaking was
to ensure that The Telegraph's ordinary shares remain listed on the London
Stock Exchange. Mr. Black, the Chairman and Chief Executive Officer of
Hollinger Inc. and the Company, had made a similar undertaking. The effect of
this undertaking is that, unless a general bid for 100% of the shares
outstanding is made and succeeds or a scheme of arrangement under the United
Kingdom Companies Act 1985 is approved by The Telegraph, its unaffiliated
shareholders and an English court, the upper limit of the investment by
Hollinger Inc. and affiliated companies and their directors and associates in
The Telegraph cannot exceed 75% of the ordinary shares outstanding.

Co-operation Agreement. Hollinger Inc. is also a party to a Co-operation
Agreement with The Telegraph which restricts members of the Hollinger Inc. group
(other than The Telegraph and its subsidiaries), from engaging in media
businesses in the United Kingdom, the rest of the European Community, Australia
or New Zealand (the "Telegraph Territory"), except through their holding of
shares in The Telegraph, without The Telegraph's prior consent. In addition,
The Telegraph and its subsidiaries are not permitted to engage in media
businesses in North America, the Caribbean and Israel without Hollinger Inc.'s
prior consent. Hollinger Inc. has also undertaken in the Co-operation Agreement
to refrain from exercising any voting

8
<PAGE> 10
rights under its control in The Telegraph on any proposal to change the
corporate governance provisions of the Articles of Association described below.

Articles of Association. The Articles of Association of The Telegraph
provide that there must at all times be a majority of directors on the board
and on any committee of the board who are "independent directors," that is, a
person who is not a director, officer or employee of Hollinger Inc. or a person
having a relationship, association or interest which is material to him with or
in Hollinger Inc. For the purpose of these provisions, Hollinger Inc. includes
its subsidiaries (including the Company) and any person having a relationship,
association or interest which is material to it or him with Hollinger Inc.
Matters subject to approval by the independent directors alone and by the Audit
Committee do not include matters in respect of which Hollinger Inc. or its
subsidiaries are treated in a manner similar to other holders of shares of The
Telegraph, including the payment of dividends or the issuance of shares.
Currently, only three of the 22 directors of The Telegraph (Messrs. Conrad
Black, Daniel Colson and David Radler) are non-independent. The Articles of
Association of The Telegraph also provide that the Audit Committee of the board
must be comprised of independent directors but may include one director who is
not an independent director (currently Mr. Colson).

The Company has agreed that all ordinary shares of The Telegraph within its
control will be voted to ensure that Lord Hartwell remains on the Board of
Directors of The Telegraph until November 12, 1996 and that The Hon. Adrian M.
Berry remains on the Board until he reaches age 65 (he is now 58).

Southam Joint Venture. The terms of the joint venture between The Telegraph
and Hollinger Inc. (to which the Company is bound) relating to the joint
investment of First DT Holdings Limited, a United Kingdom holding company and
wholly owned subsidiary of the Company, and The Telegraph in Southam through
Hollinger-Telegraph Holdings Inc., a United Kingdom holding company owned
equally by the Company and The Telegraph, restrict each party's ability to deal
both with the underlying shares of Southam and with their own interests in HTH,
the jointly owned holding company for the Southam investment. The parties may
pledge their interests in HTH to secure financing, so long as the lender agrees
to be bound by the terms of the joint venture agreement. The Company's
interest in HTH has been pledged to secure the Southam-Linked Debentures. The
parties' holdings in Southam are also subject to rights of first refusal under
an agreement with an unrelated third party.

Fairfax. The Telegraph is the single largest shareholder of Fairfax, a
publicly owned company, but its ownership is currently limited under Australian
law to 25% of Fairfax's issued capital. While The Telegraph has no contractual
entitlement to board representation, it is closely involved in the management
of Fairfax and is able to exert significant influence over the financial and
operating policy decision of Fairfax.

POTENTIAL CONFLICTS OF INTEREST

The Company and Hollinger Inc. have entered into agreements for the purpose
of defining their ongoing relationships, including a Services Agreement (to
which Publishing is also a party) and Business Opportunities Agreement. These
agreements were developed in the context of a parent-subsidiary relationship
and, therefore, were not the result of arms-length negotiations between
independent parties.

Services Agreement. The Services Agreement governs the provision by
Hollinger Inc. of certain advisory, consultative, procurement and
administrative services to the Company. The Services Agreement also
contemplates that the Company may provide services to Hollinger Inc. The party
receiving the services will reimburse the party rendering the services for its
allocable costs in providing those services, as determined by the provider
thereof or, in the case of a guarantee, for an amount equal to the cost to the
company of obtaining a bank letter of credit in the amount of such guarantee.
The Services Agreement will be in effect for so long as Hollinger Inc. holds at
least 50% of the voting power of the Company, subject to termination by either
party under certain specified circumstances. Payments made pursuant to the
Services Agreement are subject to the review and approval of the Audit
Committee of the Board of Directors of the Company.

9
<PAGE> 11
Business Opportunities. The Business Opportunities Agreement provides that
the Company will be Hollinger Inc.'s principal vehicle for engaging in and
effecting acquisitions in newspaper businesses and in related media businesses
in the United States, Israel and, through The Telegraph, the Telegraph
Territory. Hollinger Inc. has reserved to itself the ability to pursue
newspaper and all media acquisition opportunities outside the United States,
Israel and the Telegraph Territory, and media acquisition opportunities
unrelated to the newspaper business in the United States, Israel and the
Telegraph Territory, except that the Company is permitted to increase its
indirect investment in Southam. The Business Opportunities Agreement does not
restrict newspaper companies in which Hollinger Inc. has a minority investment
from acquiring newspaper or media businesses in the United States, Israel or
the Telegraph Territory, nor does it restrict subsidiaries of Hollinger Inc.
from acquiring up to 20% interests in publicly held newspaper businesses in the
United States. The Business Opportunities Agreement will be in effect for so
long as Hollinger Inc. holds at least 50% of the voting power of the Company,
subject to termination by either party under specified circumstances.

Continuing Agreements Relating to the Reorganization. Under the Share
Exchange Agreement, Hollinger Inc. and the Company have agreed that if the
Company proposes to effect a public offering of its equity or equity-linked
securities for cash, or to issue equity-linked securities in any acquisition by
the Company of the stock or assets of an unrelated corporation or entity, at
any time during the 24 months following the closing date of such agreement, the
Company's efforts to raise capital through such offering shall have priority
over any proposal by Hollinger Inc. to effect a public offering or sale of the
Company's equity securities by Hollinger Inc., unless a majority of the
disinterested members of an Independent Committee of the Company's Board of
Directors shall otherwise agree. For these purposes, an "Independent
Committee" means a committee of the Company's Board the majority of the members
of which are not employees or directors of Hollinger Inc. or employees of the
Company, or another committee of the Company's Board whose membership satisfies
any more restrictive requirements of independence of any securities exchange or
market in which the Company's equity securities are traded or listed. If
during such period Hollinger Inc. proposes to sell or otherwise dispose of any
shares of Series A Preferred Stock (other than certain transfers to Hollinger
Inc. subsidiaries or affiliates and pledges) or to offer or sell publicly any
shares of Class A Common Stock held by it or its affiliates, it shall first
consult with the Independent Committee so as not to interfere with any planned
capital market activities of the Company to be undertaken within this period.

Registration Rights Agreements. In connection with the Hypothecation,
Hollinger Inc. entered into a letter agreement dated October 13, 1995 with CIBC
(the "CIBC Letter Agreement"), pursuant to which Hollinger Inc. has agreed
that, in the event that CIBC becomes the record holder of the securities of the
Company pledged under the Hypothecation as a result of a foreclosure upon them
in accordance with the Hypothecation, the terms of the CIBC Facility and
applicable law, Hollinger Inc. will, at the written request of CIBC, use its
reasonable best efforts to cause the Company to effect the registration under
the Securities Act of all or part of such securities and the shares of Class A
Common Stock into which certain of such securities are convertible (but not
less than 5,000,000 shares of Class A Common Stock), unless certain exemptions
from the registration provisions of the Securities Act are applicable to the
transactions proposed by CIBC. Hollinger Inc. has further agreed to pay all
registration expenses (other than any underwriting discounts or commissions) in
connection with such a registration. Hollinger Inc.'s undertakings in the CIBC
Letter Agreement are subject to Hollinger Inc.'s obligations under the Share
Exchange Agreement (including those described above) and were modified by the
Registration Rights Agreement.

In connection with the Securities Pledge Agreement, Ontario Limited,
Hollinger Inc. and the Lenders entered into the Registration Rights Agreement.
The Registration Rights Agreement provides that Hollinger Inc. and Ontario
Limited will use their reasonable best efforts to cause the Company to effect a
"shelf registration" under the Securities Act of the Pledged Shares (consisting
of the 10,121,726 shares held directly by Hollinger Inc., the 7,539,028 shares
held by Canada Limited, and the 15,950,000 shares held by Ontario Limited) at
the earliest possible date, but, in any case, not later than May 29, 1996. In
connection with such registration, Hollinger Inc. will pay all registration
expenses (other than any underwriting discounts or commissions), and all other
selling expenses incurred by the Lenders will be borne by Hollinger Inc. and
Ontario Limited. In accordance with the Registration Rights Agreement, this
Registration Statement is being used to register the Pledged Shares pledged as
collateral to both CIBC and the Lenders. The Registration Rights Agreement
also provides that with respect to the

10
<PAGE> 12
shares of Class B Common Stock and the Series A Preferred Stock the
registration rights undertaking by Hollinger Inc. pursuant to the CIBC Letter
Agreement shall remain in full force and effect.

USE OF PROCEEDS

None of the net proceeds from any sale of the Pledged Shares offered hereby
will be available for use by the Company or otherwise for the Company's
benefit.

BACKGROUND

HOLLINGER INC.'S CONTROL OF THE COMPANY

Hollinger Inc. owns the Pledged Shares and all of the 14,990,000 outstanding
shares of Class B Common Stock of the Company.

The Company's Restated Certificate of Incorporation, as amended, provides
that holders of Class B Common Stock are entitled to ten votes per share and
holders of Class A Common Stock are entitled to one vote per share. The
holders of Class A Common Stock and Class B Common Stock vote together as a
single class on all matters on which stockholders may vote, except when class
voting is required by applicable law or on a vote to issue or increase the
authorized number of shares of Class B Common Stock. Each share of Class B
Common Stock is convertible at any time at the option of the holder into one
share of Class A Common Stock.

As a result, Hollinger Inc. owns 66.5% of the combined equity interest and
88.2% of the combined voting power of the outstanding Common Stock of the
Company and is in a position to control the outcome of substantially all actions
requiring stockholder approval, including the election of the entire Board of
Directors. In addition, Hollinger Inc. owns all outstanding shares of Series A
Preferred Stock of the Company, which are convertible at any time into shares of
Class A Common Stock at the initial conversion price of $14 per share. Based on
the initial conversion price, 5,791,043 shares (the "Initial Conversion Shares")
of Class A Common Stock would have been issuable upon the conversion of the
Series A Preferred Stock as of October 13, 1995, the date on which the shares of
Series A Preferred Stock were acquired pursuant to the Share Exchange Agreement
(with each share of Series A Preferred Stock having a redemption price of
Cdn.$146.625 and assuming an exchange rate of $1.00 per Cdn.$1.3374, as in
effect on October 13, 1995). The number of shares of Class A Common Stock into
which the Series A Preferred Stock may be converted will fluctuate from time to
time based on changes in the conversion rate and/or the exchange rate. If the
Initial Conversion Shares were deemed to be outstanding, Hollinger Inc. would
own 69.0% of the combined equity interest and 88.6% of the combined voting power
of the outstanding Common Stock of the Company.

Hollinger Inc. is effectively controlled by Mr. Conrad M. Black, Chairman of
the Board and Chief Executive Officer of Hollinger Inc. and the Company,
through his direct and indirect ownership and control of Hollinger Inc.'s
securities. Mr. Black has advised the Company that Hollinger Inc. does not
presently intend to reduce its voting power in the Company's outstanding Common
Stock to less than 50%. Furthermore, Mr. Black has advised the Company that he
does not presently intend to reduce his voting control over Hollinger Inc. such
that a third party would be able to exercise effective control over it.

If the Pledgees were to effect a Foreclosure upon all of the Pledged Shares,
Hollinger Inc. would continue to own 20.5% of the combined equity interest and
72.1% of the combined voting power of the outstanding Common Stock of the
Company (26.4% and 72.8%, respectively, if the Initial Conversion Shares were
deemed to be outstanding). As a result, Hollinger Inc. would continue to be
able to control the outcome of any election of directors and to direct
management policy, strategic direction and financial decisions of the Company
after a Foreclosure.

In addition to being convertible at any time at the option of the holder into
one share of Class A Common Stock, each share of Class B Common Stock is
transferable by Hollinger Inc. to a subsidiary or an affiliate of

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<PAGE> 13
Hollinger Inc. In addition, each share of Class B Common Stock is
automatically convertible into a share of Class A Common Stock at the time it
is sold, transferred or otherwise disposed of by Hollinger Inc. or a subsequent
permitted transferee to any third party (other than a subsidiary or an
affiliate of Hollinger Inc. or such subsequent permitted transferee) unless
such purchaser or transferee offers to purchase all shares of Class A Common
Stock from the holders thereof for an amount per share equal to the amount per
share received by the holder of the Class B Common Stock (a "Permitted
Transaction").

Accordingly, Hollinger Inc. may sell or transfer shares of Class B Common
Stock, and thus potentially voting control of the Company, to an unaffiliated
third person provided such purchaser or transferee offers to purchase all
shares of Class A Common Stock from the holders thereof for an amount per share
equal to the amount per share received by Hollinger Inc. for the Class B Common
Stock.

PLEDGES

Notwithstanding the restrictions on permitted transfers, any holder of Class
B Common Stock may pledge his or its shares of Class B Common Stock to a
pledgee pursuant to a bona fide pledge of such shares as collateral security
for indebtedness due to the pledgee, provided that such shares shall not be
transferred to or registered in the name of the pledgee and shall remain
subject to the transfer restrictions described above. In the event that shares
of Class B Common Stock are so pledged, the pledged shares shall not be
converted automatically into Class A Common Stock. However, if any such
pledged shares become subject to any foreclosure, realization or other similar
action of the pledgee, such shares shall be converted automatically into shares
of Class A Common Stock unless they are sold in a Permitted Transaction.

The Company's Restated Certificate of Incorporation, as amended, also
provides that no sale, transfer or other disposition of the Series A Preferred
Stock shall be valid unless made to a subsidiary or affiliate of Hollinger Inc.
or unless the Company, by resolution adopted by its Board of Directors, shall
first have consented to the proposed transfer and approved the proposed
transferee (the "Series A Transfer Restriction"). Notwithstanding the
foregoing sentence, any holder of Series A Preferred Stock may pledge such
shares to a pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness or other obligations due to the pledgee, provided
that such shares shall remain subject to, and upon foreclosure, realization or
other similar action by the pledgee, shall be transferred only in accordance
with, the Series A Transfer Restriction.

Pursuant to the terms of the Hypothecation, Hollinger Inc. has pledged the
Pledged Shares, the Class B Common Stock and the Series A Preferred Stock
(together, the "Pledged Securities") to CIBC as collateral security for the
obligations of Hollinger Inc. and certain affiliated companies under the CIBC
Facility. The CIBC Facility requires compliance by Hollinger Inc. with certain
financial and other covenants and is subject to customary default and other
provisions. A default by Hollinger Inc. under the CIBC Facility and a
foreclosure upon the Pledged Securities in accordance with the Hypothecation,
the terms of the CIBC Facility and applicable law could result in a change of
control of the Company.

In connection with the Hypothecation, Hollinger Inc. entered into the CIBC
Letter Agreement, pursuant to which Hollinger Inc. has agreed that, in the
event that CIBC becomes the record holder of the Pledged Securities as a result
of a foreclosure upon them in accordance with the Hypothecation, the terms of
the CIBC Facility and applicable law, Hollinger Inc. will, at the written
request of CIBC, use its reasonable best efforts to cause the Company to effect
the registration under the Securities Act of all or part of the Pledged Shares
and the shares of Class A Common Stock into which the Class B Common Stock and
Series A Preferred Stock are convertible (but not less than 5,000,000 shares of
Class A Common Stock), unless certain exemptions from the registration
provisions of the Securities Act are applicable to the transactions proposed by
CIBC. Hollinger Inc. has further agreed to pay all registration expenses
(other than any underwriting discounts or commissions) in connection with such
a registration. Hollinger Inc.'s undertakings in the CIBC Letter Agreement are
subject to Hollinger Inc.'s obligations under the Share Exchange Agreement
(including those described above) and were modified by the Registration Rights
Agreement.

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<PAGE> 14
On February 29, 1996 Hollinger Inc. transferred the Ontario Limited Shares
and the Class B Common Stock, subject to the Hypothecation, to Ontario Limited.
Pursuant to the terms of the Securities Pledge Agreement, Ontario Limited has
pledged the Ontario Limited Shares as collateral security for its obligations
under the Credit Agreement. The obligations of Ontario Limited under the
Credit Agreement are guaranteed by Hollinger Inc. and certain of its Canadian
subsidiaries. The Credit Agreement requires compliance by Hollinger and
Ontario Limited with certain financial and other covenants and is subject to
customary default and other provisions. A default by Ontario Limited under the
Credit Agreement and a foreclosure upon only the Ontario Limited Shares in
accordance with the Pledge Agreement, the Credit Agreement and applicable law
is not expected to result in a change of control of the Company; provided,
however, that CIBC may determine, in its discretion, that a default under the
Credit Agreement constitutes a default under the CIBC Facility, which in turn
could result in a change of control of the Company.

In connection with the Securities Pledge Agreement, Ontario Limited,
Hollinger Inc. and the Lenders entered into the Registration Rights Agreement.
The Registration Rights Agreement provides that Hollinger and Ontario Limited
will use their reasonable best efforts to cause the Company to effect a "shelf
registration" under the Securities Act of the Pledged Shares (consisting of the
10,121,726 shares held directly by Hollinger Inc., the 7,539,028 shares held by
Canada Limited and the 15,950,000 shares held by Ontario Limited) at the
earliest possible date, but, in any case, not later than May 29, 1996. In
connection with such registration, Hollinger Inc. will pay all registration
expenses (other than any underwriting discounts or commissions), and all other
selling expenses incurred by the Lenders will be borne by Hollinger Inc. and
Ontario Limited. In accordance with the Registration Rights Agreement, this
Registration Statement is being used to register the Pledged Shares pledged as
collateral to both CIBC and the Lenders. The Registration Rights Agreement
also provides that with respect to the Class B Common Stock and the Series A
Preferred Stock the registration rights undertaking by Hollinger Inc. pursuant
to the CIBC Letter Agreement shall remain in full force and effect.

In addition to any present Pledges, Hollinger Inc. may pledge the Pledged
Shares, subject to the Pledges and/or upon release from one or more of the
Pledges, to secure Other Indebtedness to one or more of the Pledgees or to
parties other than the Pledgees.

PLAN OF DISTRIBUTION

Upon a Foreclosure, Pledged Shares registered hereby may be sold from time to
time by or for the account of the Pledgees, or their transferees, on one or
more exchanges or otherwise; directly to purchasers in negotiated transactions;
by or through brokers or dealers, in ordinary brokerage transactions or
transactions in which the broker solicits purchasers; in block trades in which
the broker or dealer will attempt to sell Pledged Shares as agent but may
position and resell a portion of the block as principal; in transactions in
which a broker or dealer purchases as principal for resale for its own account;
through underwriters or agents; or in any combination of the foregoing methods.
Pledged Shares may be sold at a fixed offering price, which may be changed, at
the prevailing market price at the time of sale, at prices related to such
prevailing market price or at negotiated prices. Any brokers, dealers,
underwriters or agents may arrange for others to participate in any such
transaction and may receive compensation in the form of discounts, commissions
or concessions from the Pledgees, or their transferees, and/or the purchasers
of Pledged Shares. The proceeds to the Pledgees, or their transferees, from
any sale of Pledged Shares will be net of any such compensation. If required
at the time that a particular offer of Pledged Shares is made, a supplement to
this Prospectus will be delivered that describes any material arrangements for
the distribution of Pledged Shares and the terms of the offering, including,
without limitation, the names of any underwriters, brokers, dealers or agents
and any discounts, commissions or concessions and other items constituting
compensation from the Pledgees, or their transferees, or otherwise. The
Company may agree to indemnify any such brokers, dealers, underwriters, or
agents against certain civil liabilities, including liabilities under the
Securities Act.

The Pledgees, or their transferees, and any brokers, dealers, underwriters or
agents that participate with the Pledgees, or their transferees, in the
distribution of Pledged Shares may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any discounts, commissions or
concessions received by any such

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<PAGE> 15
brokers, dealers, underwriters or agents and any profit on the resale of the
Pledged Shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.

Hollinger Inc. has informed the Pledgees that the provisions of Rules 10b-6
and 10b-7 under the Exchange Act may apply to its sales of Pledged Shares and
has furnished the Pledgees with a copy of these rules. Hollinger Inc. has
advised the Pledgees of the requirement for delivery of a prospectus in
connection with any sale of the Pledged Shares.

Any Pledged Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Pledgees, or their
transferees, will sell any or all of the Pledged Shares. The Pledgees, or
their transferees, may transfer, devise or gift such Pledged Shares by other
means not described herein.

Hollinger Inc. will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with state securities or "blue sky" laws,
incident to the registration of the Pledged Shares, other than any underwriting
discounts and selling commissions, which will be borne by the Pledgees selling
any of the Pledged Shares.

LEGAL MATTERS

Certain legal matters in connection with the Pledged Shares offered hereby
will be passed upon for the Company by Kirkpatrick & Lockhart LLP, Pittsburgh,
Pennsylvania.

EXPERTS

The consolidated financial statements of Hollinger International Inc. and
subsidiaries as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, incorporated by reference herein and
elsewhere in the Registration Statement from the Company's 1995 Form 10-K, have
been included therein and incorporated by reference herein and elsewhere in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, included therein and incorporated
herein by reference, and upon the authority of said firm as experts in
accounting and auditing.

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=============================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, AND, IF GIVEN OR MADE,SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES
IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.

_____________

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . .
The Company . . . . . . . . . . . . . . . . . . . . . . . .
Recent Developments . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .
Background . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

=============================================================

33,610,754 SHARES

HOLLINGER INTERNATIONAL INC.

CLASS A COMMON STOCK

----------

PROSPECTUS

----------

___________________, 1996

=============================================================
<PAGE> 17
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses to be paid by Hollinger Inc. and/or Ontario Limited in
connection with the distribution of the securities being registered, other than
underwriting discounts and commissions, which will be borne by the Pledgees, or
their transferees, are as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . $140,528
*Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . .
*Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . .
*Printing Expenses . . . . . . . . . . . . . . . . . . . . . . . . .
*Miscellaneous Expenses . . . . . . . . . . . . . . . . . . . . . .
--------

Total $
</TABLE>

_______________________
*To be supplied by amendment.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Restated Certificate of Incorporation provides that no
director of the Company will be personally liable to the Company or any of its
stockholders for monetary damages arising from the director's breach of the
duty of care as a director, with certain limited exceptions.

Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify
applies only if such person acted in good faith and in a manner he reasonably
believed to be in the best interest, or not opposed to the best interest, of
the corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

The power to indemnify applies to actions brought by or in the right
of the corporation as well, but only to the extent of defense and settlement
expenses and to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication or liability unless the court,
in its discretion, believes that in light of all the circumstances
indemnification should apply.

To the extent any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification
as described above.

The Company's Restated Certificate of Incorporation and Amended and
Restated Bylaws provide for indemnification to officers and directors of the
Company to the fullest extent permitted by the Delaware General Corporation
Law.

The Company maintains a policy of liability insurance which insures
its officers and directors against losses resulting from certain wrongful acts
committed by them in their capacity as officers and directors of the Company.
<PAGE> 18
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. The following exhibits are filed as part of this
registration statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------------------------
<S> <C>
5.01 Opinion of Kirkpatrick & Lockhart LLP*

23.01 Consent of Kirkpatrick & Lockhart LLP (included in Exhibit 5.01)*

23.02 Consent of KPMG Peat Marwick LLP

24.01 Powers of Attorney (included on signature page of this registration statement)

99.01 Hypothecation of Specific Securities dated October 13, 1995 by Hollinger Inc.
in favor of the Canadian Imperial Bank of Commerce

99.02 Letter Agreement dated October 13, 1995 between Hollinger Inc. and the
Canadian Imperial Bank of Commerce

99.03 Securities Pledge Agreement dated February 29, 1996 by 1159670 Ontario Limited
in favor of the Canadian Imperial Bank of Commerce, as agent for the Lenders,
and the Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and The Bank
of Nova Scotia

99.04 Registration Rights Agreement dated February 29, 1996 among Hollinger Inc.,
1159670 Ontario Limited and the Canadian Imperial Bank of Commerce, The
Toronto-Dominion Bank and The Bank of Nova Scotia

99.05 Letter Agreement dated May __, 1996 by Hollinger Inc., Hollinger International Inc.,
1159670 Ontario Limited, 3184081 Canada Limited and the Canadian Imperial Bank of
Commerce amending the Letter Agreement dated October 13, 1995 and the Registration
Rights Agreement dated February 29, 1996*
- ---------------
* To be filed by amendment.
</TABLE>

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement.

Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.

II-2
<PAGE> 19
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-3
<PAGE> 20
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 May 29, 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.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CONRAD M. BLACK Chairman of the Board, Chief Executive May 29, 1996
- ----------------------------------- Officer and Director (Principal
Conrad M. Black Executive Officer)

/s/ F. DAVID RADLER President, Chief Operating Officer and May 29, 1996
- ----------------------------------- Director
F. David Radler

/s/ J. A. BOULTBEE Vice President, Finance and Treasury May 29, 1996
- ----------------------------------- (Principal Financial Officer)
J. A. Boultbee

/s/ J. DAVID DODD Vice President (Principal Accounting May 29, 1996
- ----------------------------------- Officer)
J. David Dodd

/s/ BARBARA AMIEL BLACK Vice President, Editorial and Director May 29, 1996
- -----------------------------------
Barbara Amiel Black

/s/ DWAYNE O. ANDREAS Director May 29, 1996
- -----------------------------------
Dwayne O. Andreas

/s/ RICHARD BURT Director May 29, 1996
- -----------------------------------
Richard Burt

Director May , 1996
- -----------------------------------
Raymond G. Chambers

/s/ DANIEL W. COLSON Director May 29, 1996
- -----------------------------------
Daniel W. Colson
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ HENRY A. KISSINGER
- ----------------------------------- Director May 29, 1996
Henry A. Kissinger

- ----------------------------------- Director May , 1996
Marie-Josee Kravis

/s/ SHMUEL MEITAR
- ----------------------------------- Director May 29, 1966
Shmuel Meitar

- ----------------------------------- Director May , 1966
Richard N. Perle

/s/ ROBERT S. STRAUSS
- ----------------------------------- Director May 29, 1996
Robert S. Strauss

/s/ ALFRED TAUBMAN
- ----------------------------------- Director May 29, 1966
Alfred Taubman

/s/ JAMES R. THOMPSON
- ----------------------------------- Director May 29, 1966
James R. Thompson

/s/ LORD WEIDENFELD
- ----------------------------------- Director May 29, 1966
Lord Weidenfeld

/s/ LESLIE H. WEXNER
- ----------------------------------- Director May 29, 1996
Leslie H. Wexner
</TABLE>
<PAGE> 22
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
- ------- ----------------------------------------------------------- ---------------
<S> <C>
5.01 Opinion of Kirkpatrick & Lockhart LLP*

23.01 Consent of Kirkpatrick & Lockhart LLP (included in
Exhibit 5.01)*

23.02 Consent of KPMG Peat Marwick LLP

24.01 Powers of Attorney (included on signature page of this
registration statement)

99.01 Hypothecation of Specific Securities dated October 13,
1995 by Hollinger Inc. in favor of the Canadian Imperial
Bank of Commerce

99.02 Letter Agreement dated October 13, 1995 between Hollinger
Inc. and the Canadian Imperial Bank of Commerce

99.03 Securities Pledge Agreement dated February 29, 1996 by
1159670 Ontario Limited in favor of the Canadian Imperial
Bank of Commerce, as agent for the Lenders, and the Canadian
Imperial Bank of Commerce, The Toronto-Dominion Bank and
The Bank of Nova Scotia

99.04 Registration Rights Agreement dated February 29, 1996
among Hollinger Inc., 1159670 Ontario Limited and the
Canadian Imperial Bank of Commerce, The Toronto-Dominion
Bank and The Bank of Nova Scotia

99.05 Letter Agreement dated May __, 1996 by Hollinger Inc.,
Hollinger International Inc., 1159670 Ontario Limited,
3184081 Canada Limited, and the Canadian Imperial Bank of
Commerce amending the Letter Agreement dated October 13, 1995
and the Registration Rights Agreement dated February 29, 1996*
- ---------------
* To be filed by amendment.
</TABLE>

<PAGE> 1

EXHIBIT 23.02

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Hollinger International Inc.:

We consent to incorporation by reference in the registration statement on
Form S-3 of Hollinger International Inc. of our report dated February 27,
1996, relating to the consolidated balance sheet 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 the years in the three-year period ended December 31, 1995, which report
appears in the December 31, 1995 annual report on Form 10-K of Hollinger
International Inc.

/s/ KPMG Peat Marwick LLP

Chicago, Illinois
May 29, 1996

<PAGE> 1

EXHIBIT 99.01

October 13, 1995

HYPOTHECATION OF SPECIFIC SECURITIES

In the case of stocks the number of shares only need be recorded; in the case
of bonds, the par value, coupon rate and date of maturity; in the case of bills
or notes, the due date, name of the principal debtor and amount.

LIST OF SECURITIES LODGED AS COLLATERAL SECURITIES
WITH
CANADIAN IMPERIAL BANK OF COMMERCE

HOLLINGER INC.
----------------------
(NAME OF CUSTOMER)

33,610,754 SHARES OF CLASS A COMMON STOCK
OF HOLLINGER INTERNATIONAL INC.

739,500 SHARES OF SERIES A REDEEMABLE
CONVERTIBLE PREFERRED STOCK
OF HOLLINGER INTERNATIONAL INC.

14,990,000 SHARES OF CLASS B COMMON STOCK
OF HOLLINGER INTERNATIONAL INC.

The securities listed above and any renewals thereof, substitutions therefor,
additions thereto and proceeds thereof and all rights and claims of the
undersigned in respect of the same or evidenced thereby (including the claims
of the undersigned against the drawee's of any unaccepted bills listed above)
are hereby assigned to and are to be held by Canadian Imperial Bank of Commerce
(the "Bank") as a general and continuing collateral security for the payment of
the liabilities of the above-named customer to the Bank; AND ALSO, if the
undersigned is not the above-named customer, the liabilities of the
undersigned to the Bank.

As used herein "customer" means the above-named customer and "liabilities"
includes all present and future indebtedness and liability wheresoever and
howsoever incurred, direct or indirect, absolute or contingent, and whether
matured or not and any ultimate unpaid balance thereof. In the event of any
default in such payment or prior thereto, if, in the Bank's opinion, the
security hereby constituted or any part thereof from time to time

<PAGE> 2
shall depreciate in value, the assigned premises or any part thereof may from
time to time be realized, collected, sold, transferred and delivered by the
Bank in such manner as may seem to it advisable, without notice or
advertisement, and for the purposes thereof each and every requirement relating
thereto and prescribed by law or otherwise is hereby waived; provided, however,
that the Bank shall not be bound to deal with the assigned premises as
aforesaid and shall not be liable for any loss which may be occasioned by any
failure so to do. The Bank may charge on its own behalf and also pay to others
reasonable sums for expenses incurred and for services rendered (expressly
including legal advice and services) in or in connection with realizing,
collecting, selling, transferring, delivering and/or obtaining payment of the
assigned premises or any part thereof and may deduct the amount of such sums
from the proceeds thereof.

The balance of such proceeds may be held in lieu of the assigned premises or
any part thereof and may, as and when the Bank thinks fit, be applied on
account of such parts of the liabilities hereby secured as to the Bank seems
best, without prejudice to the Bank's claims upon the customer or the
undersigned (as the case may be) for any deficiency. The Bank may grant
extensions of time and other indulgences, take and give up securities, accept
compositions, grant releases and discharges and otherwise deal with the
customer and with other parties and securities as the Bank may see fit without
prejudice to the liabilities hereby secured or the Bank's rights in respect of
the security hereby constituted. Any moneys which may be received by the
undersigned, or any of them, for or in respect of the assigned premises shall
be received as trustee for the Bank and shall be forthwith paid over to the
Bank. The Bank shall be bound to exercise in the keeping of such securities
only the same degree of care as it would exercise with respect to its own
securities kept at the same place. The Manager for the time being of the
above-named branch is hereby appointed the irrevocable attorney of the
undersigned with full powers of substitution from time to time to endorse
and/or transfer such securities or any of them to the Bank or its nominees, and
the Bank and its nominees are hereby empowered to exercise all rights and
powers and to perform all acts of ownership in respect of such securities to
the same extent as the undersigned might do, and any consequent outlay and
expense shall be payable by the undersigned with interest on demand. The Bank
shall be entitled to make advances on the security hereby constituted
notwithstanding the death of the undersigned or any of them, until the
undersigned (including the executors or administrators of any deceased
undersigned) shall have given to the Bank notice in writing to make no further
advances on such security. This security is in addition and without prejudice
to any other security now or hereafter held by the Bank.

- 2 -
<PAGE> 3
This document must be signed by the owner of the securities lodged and by any
other person having any right or title therein or thereto.

HOLLINGER INC.

Signature By: /s/ CHARLES G. COWAN
------------------------
Authorized Officer Vice President and Secretary

Signature By:
-----------------------
Authorized Officer

N.B. If any bill or note lodged has been given for the accommodation of the
customer, the accommodation maker or endorser must sign this document, and if
any bill or note payable on demand is included, on which there is an endorser
other than the customer, such endorser must sign also.

- 3 -

<PAGE> 1

EXHIBIT 99.02
Hollinger

Telephone: (416) 363-8721
Fax: (416) 364-2088

October 13, 1995

Canadian Imperial Bank of Commerce
Commerce Court
Toronto, Canada M5H 3T7

Re: Registration Rights Undertaking
-------------------------------

Gentlemen:

Upon consummation of the transactions contemplated by the Share Exchange
Agreement dated as of July 19, 1995 ("Share Exchange Agreement") between
Hollinger Inc. ("Hollinger") and Hollinger International Inc., a Delaware
corporation formerly named American Publishing Company (the "U.S. Subsidiary"),
Hollinger owns, as of the date hereof, the following securities issued by the
U.S. Subsidiary:

(i) 33,610,754 shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock");

(ii) 14,990,000 shares of Class B Common Stock, par value $.01 per share
("Class B Common Stock"); and

(iii) 739,500 shares of non-voting Series A Redeemable Convertible
Preferred Stock, par value $.01 per share ("Series A Preferred Stock").

This is to confirm our understanding and agreement with respect to certain
registration rights relating to the above shares of Class A Common Stock, the
above shares of Class B Common Stock (and the shares of Class A Common Stock
into which the Class B Common Stock is automatically convertible upon transfer
of such shares to you pursuant to the terms of the Restated Certificate of
Incorporation, as amended, of the U.S.

<PAGE> 2
Canadian Imperial Bank of Commerce
October 13, 1995
Page 2

Subsidiary), and the shares of Class A Common Stock into which the above shares
of Series A Preferred Stock are convertible (collectively, the "Pledged
Securities"), which have been pledged to you to secure indebtedness of
Hollinger and certain affiliated companies now or hereafter outstanding under
existing agreements or arrangements. The Pledged Securities are "restricted
securities" within the meaning of the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold, transferred or disposed of in the
absence of registration under the Securities Act or an exemption thereunder.

Accordingly, Hollinger, intending to be legally bound, agrees, if but only
if (i) Hollinger is in default on indebtedness now or hereafter outstanding
under existing agreements or arrangements and secured by the Pledged
Securities, (ii) you have effected foreclosure upon the Pledged Securities in
accordance with applicable law, and (iii) as a result you have duly become the
record owner of the Pledged Securities, as follows: upon written request from
you, Hollinger agrees to use its reasonable best efforts to cause the U.S.
Subsidiary to effect, at the earliest possible date, the registration under the
Securities Act of all or part of the Pledged Securities (but not less than
5,000,000 shares of Class A Common Stock of the U.S. Subsidiary); provided,
however, that if the transaction to sell Pledged Securities referred to in your
written request may be accomplished pursuant to an applicable exemption from
registration under the Securities Act, Hollinger shall not be required to cause
the U.S. Subsidiary to effect the registration of such Pledged Securities.
Registration shall be on such appropriate form of the Securities Exchange
Commission as shall be reasonably selected by the U.S. Subsidiary.
Registration may be effected, if requested, by means of a "shelf registration"
pursuant to Rule 415 under the Securities Act (but only if the U.S. Subsidiary
is then eligible to use a shelf registration and the appropriate registration
form is then available to the U.S. Subsidiary). Hollinger will pay all
registration expenses (other than any underwriting discounts or commissions) in
connection with a registration requested hereunder.
<PAGE> 3
Canadian Imperial Bank of Commerce
October 13, 1995
Page 3

It is understood and agreed that this undertaking by Hollinger to use its
reasonable best efforts to cause the registration of the Pledged Securities by
the U.S. Subsidiary is subject to (i) compliance by Hollinger with its
obligations under the Share Exchange Agreement (including without limitation
Sections 5(h) and 5(i) thereof), and (ii) such other terms, provisions and
procedures which would customarily be contained in a standard registration
rights agreement.

Very truly yours,

Hollinger Inc.

/s/ CHARLES G. COWAN
Acknowledged and agreed to this ------------------------
13th day of October, 1995. Vice-President &
Secretary

CANADIAN IMPERIAL BANK OF COMMERCE

By /s/ PHILIP BASSETT
----------------------------

Title Director
----------------------------

<PAGE> 1
EXHIBIT 99.03
SECURITIES PLEDGE AGREEMENT
---------------------------

TO: CANADIAN IMPERIAL BANK OF COMMERCE
Commerce Court West - 7th Floor
Toronto, Ontario
M5L 1A2

WHEREAS in order to secure the due payment and performance of the Obligations
(as defined below), the undersigned (the "Debtor") has agreed to pledge the
Pledged Securities (as hereinafter defined) to Canadian Imperial Bank of
Commerce, as agent (in that capacity, the "Security Agent") for the benefit of
the Security Agent and lenders (collectively, the "Lenders", the present
Lenders being Canadian Imperial Bank of Commerce, The Toronto-Dominion Bank and
The Bank of Nova Scotia) from time to time parties to the credit agreement (as
amended or restated from time to time, the "Credit Agreement") dated as of
February 29, 1996 among the Debtor, Hollinger Inc., the Debtor, the Lenders and
the Security Agent;

THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are conclusively acknowledged by the parties hereto, the parties
hereby agree as follows:

1. Defined Terms. In this Agreement, the following words have the following
meanings:

"Companies" means the corporations, companies, partnerships, limited
partnerships, trusts and other entities listed under the heading "Companies" in
Schedule "A" and their respective successors;

"Default" means the occurrence of an Event of Default (as such term is
defined in the Credit Agreement) so long as the same is continuing;

"Lien" means a mortgage, hypothec, title retention, pledge, lien, charge,
security interest or other encumbrance whatsoever, whether fixed or floating
and howsoever created or arising;

"Obligations" means all present and future indebtedness, liabilities and
obligations of every kind, nature and description (whether direct or indirect,
joint or several, absolute or contingent, matured or unmatured) of the Debtor
to the Security Agent and the Lenders under the Credit Agreement and the other
Documents (as such term is defined in the Credit Agreement) to which it is a
party and any unpaid balance thereof; and

<PAGE> 2
- 2 -

"Pledged Securities" means the securities listed under the heading "Pledged
Securities" in Schedule "A", together with any other securities in the capital
of the Companies (other than Hollinger International Inc.) owned by the Debtor
from time to time.

2. Pledge. As general and continuing collateral security for the payment and
performance of all Obligations, the Debtor hereby assigns and pledges to and in
favour of the Security Agent, and the Debtor hereby grants to the Security
Agent a continuing security interest in the following (collectively, the
"Collateral"): (i) the Pledged Securities, together with any replacements
thereof and substitutions therefor, and all certificates and instruments
evidencing or representing such securities; (ii) all dividends, whether in
cash, kind or stock, received or receivable upon or in respect of any of the
Pledged Securities and all moneys or other property payable or paid on account
of any return or repayment of capital in respect of any of the Pledged
Securities or otherwise distributed in respect thereof or which will in any way
be charged to, or payable or paid out of, the capital of any of the Companies
on account of the Pledged Securities; (iii) all other property that may at any
time be received or receivable by or otherwise distributed to the Debtor in
respect of, or in substitution for, or in exchange for, any of the foregoing;
and (iv) all cash, securities and other proceeds of the foregoing and all
rights and interests of the Debtor in respect thereof or evidenced thereby,
including all moneys received from time to time by the Debtor in connection
with the sale or other disposition of any of the Pledged Securities; provided,
however, that the Debtor will not sell or otherwise dispose of any of the
Pledged Securities or purport to do any of the foregoing without the prior
written consent of the Security Agent and the Lenders.

3. Delivery of Pledged Securities. The certificates representing the Pledged
Securities duly endorsed by the appropriate person in blank for transfer or
accompanied by powers of attorney satisfactory to the Security Agent will
forthwith be delivered to and remain in the custody of the Security Agent or
its nominee. All Pledged Securities may, at the option of the Security Agent,
be registered in the name of the Security Agent or any Lender or its nominee.
If the Security Agent so requests, the certificates representing the Pledged
Securities will also be guaranteed by a Canadian chartered bank.

4. Representations and Warranties. The Debtor hereby represents and warrants
to the Security Agent and acknowledges that the Security Agent is relying
thereon, notwithstanding any investigation by the Security Agent or any Lender
or otherwise, that: (i) the Debtor is the lawful owner of the Collateral, free
and clear of any and all Liens or claims of others other than any Lien granted
by the Debtor to the Security Agent hereunder or,
<PAGE> 3
- 3 -

with respect to securities of Hollinger International Inc. only, Liens in
favour of Canadian Imperial Bank of Commerce, with full right to deliver,
assign, pledge and charge the Collateral to the Security Agent pursuant hereto;
(ii) the Pledged Securities represent all of the issued and outstanding shares
in the capital of each of the Companies (other than Hollinger International
Inc.) held by the Debtor; (iii) the Pledged Securities are validly issued,
fully paid and non-assessable; (iv) there is no existing agreement, option,
right or privilege capable of becoming an agreement or option pursuant to which
the Debtor would be required to sell or otherwise dispose of any of the Pledged
Securities; (v) except as otherwise agreed by the Lenders in writing, the Liens
granted by the Debtor to the Security Agent pursuant to this Agreement
constitute Liens on the Collateral in favour of the Security Agent which are
prior to all other Liens on the Collateral, whether created by the Debtor or
any other Person, and in existence on the date hereof; (vi) the Debtor has the
power and authority and the legal right to execute and deliver, to perform its
obligations under, and to grant the Lien on the Collateral pursuant to, this
Agreement and the Debtor has taken all necessary corporate action to authorize
its execution, delivery and performance of, and grant of the Lien on the
Collateral pursuant to, this Agreement; (vii) this Agreement constitutes a
legal, valid and binding obligation of the Debtor, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity;
(viii) the execution, delivery and performance of this Agreement will not
violate any provision or requirement of any law or contractual obligation of
the Debtor and will not result in the creation or imposition of any Lien on any
of the properties or revenues of the Debtor pursuant to any requirement of law
or contractual obligation of the Debtor; (ix) no consent or authorization of,
filing with, or other act by or in respect of, any arbitrator or governmental
authority and no consent of any other person (including any shareholder or
creditor of the Debtor), is required in connection with the execution,
delivery, performance, validity or enforceability of this Agreement, except for
such as have been obtained or made and are in full force and effect, and the
terms of which have been disclosed to the Security Agent; and (x) no
litigation, investigation or proceeding of or before any arbitrator or
governmental authority is pending or, to the knowledge of the Debtor,
threatened by or against the Debtor or against any of its properties or
revenues which may materially adversely affect the business, property or
financial or other condition of the Debtor.

5. Covenants. The Debtor covenants and agrees with the Security Agent that:
(i) at any time and from time to time, upon the written request of the Security
Agent, and at the sole expense of the Debtor, the Debtor will promptly and duly
execute
<PAGE> 4
- 4 -

and deliver such further instruments and documents and take such further action
as the Security Agent may request for the purpose of obtaining or preserving
the full benefits of this Agreement and of the rights and powers herein
granted, including the filing or execution of any financing or financing change
statements under any applicable legislation in effect in any jurisdiction with
respect to the Liens created hereby; (ii) the Debtor authorizes the Security
Agent to file any such financing or financing change statement without the
signature of the Debtor to the extent permitted by applicable law; (iii) the
Debtor will not create, incur or permit to exist, but will defend the
Collateral against, and will take such other action as is necessary to remove,
any Lien or claim on or to the Collateral, other than the Liens created hereby
and, with respect to securities of Hollinger International Inc. only, Liens in
favour of Canada Imperial Bank of Commerce and other than as permitted in
writing by the Security Agent and the Lenders; (iv) the Debtor will not sell,
transfer, lease or otherwise dispose of any of the Collateral except as
permitted in writing by the Security Agent and the Lenders; and (v) the Debtor
will ensure that at the request of the Security Agent, all Pledged Securities
are registered in the name of the Security Agent or its nominee, that the
certificates representing the Pledged Securities will be forthwith delivered to
and remain in the custody of the Security Agent or its nominee, and that all
certificates, instruments or other documents representing or evidencing any
Pledged Securities acquired or issued subsequent to the date hereof will be
registered in the name of the Security Agent or its nominee and will forthwith
after issuance be delivered to, and remain in the custody of, the Security
Agent or its nominee.

6. Rights and Duties of Security Agent and Lenders. The Security Agent will
have and be entitled to exercise all such powers hereunder as are specifically
delegated to the Security Agent by the terms hereof, together with such powers
as are incidental thereto. The Security Agent may execute any of its duties
hereunder by or through agents and will be entitled to retain counsel and to
act in reliance upon the advice of such counsel concerning all matters
pertaining to its duties hereunder. The Security Agent and any nominee on its
behalf will be bound to exercise in the holding of the Pledged Securities and
other Collateral only the same degree of care as it would exercise with respect
to similar property of its own held in the same place. Neither the Security
Agent, nor any Lender, nor any nominee acting on behalf of the Security Agent
or any Lender, nor any director, officer or employee of the Security Agent or
any Lender or such nominee, will be liable for any action taken or admitted to
be taken by it hereunder or in connection herewith except for its own gross
negligence or wilful misconduct.

7. Voting Rights. Unless a Default has occurred and is continuing, the Debtor
will be entitled to exercise all voting
<PAGE> 5
- 5 -

power from time to time exercisable in respect of the Pledged Securities and
give consents, waivers and ratifications in respect thereof. Immediately upon
the occurrence and during the continuance of any Default, all such rights of
the Debtor to vote and give consents, waivers and ratifications will cease and
the Security Agent will be entitled to exercise all such voting rights and to
give all consents, waivers and ratifications as permitted by the Lenders.

8. Dividends. Unless a Default has occurred and is continuing, the Debtor
will, subject to any agreement with the Security Agent or the Lenders to the
contrary, be entitled to receive any and all cash dividends and other
distributions on the Pledged Securities which it is otherwise entitled to
receive. If a Default has occurred and is continuing, the Security Agent will
have the sole and exclusive right and authority to receive and retain the
dividends and other distributions which the Debtor would otherwise be
authorized to receive. Any money and other property paid over to or received
by the Security Agent pursuant to the provisions of this Section 8 will be
retained by the Security Agent as additional Collateral hereunder and be
applied in accordance with the provisions hereof.

9. Remedies. If a Default has occurred and is continuing, the Security Agent
may at the request of the Lenders, without notice to or the consent of the
Debtor or any other person (other than as required by applicable law), take all
or any of the following actions:

(a) transfer all or any part of the Collateral into the name of the Security
Agent or any Lender or any nominee on behalf of the Security Agent or any
Lender, with or without disclosing that such Collateral is subject to the
Lien hereunder;

(b) notify any parties obligated on any of the Collateral to make payment to
the Security Agent and/or any Lender of any amounts due or to become due
thereunder;

(c) exercise any and all rights of conversion, exchange, subscription or any
other rights, privileges or options pertaining to any of the Pledged
Securities as if it were the absolute owner thereof;

(d) from time to time realize upon, collect, sell, transfer, assign, give
options to purchase, or otherwise dispose of and deliver the Pledged
Securities and other Collateral, or any part thereof, in such a manner as
may seem to it advisable, and for the purposes thereof each and every
requirement relating thereto and prescribed by law or otherwise is hereby
waived to the extent permitted by law;
<PAGE> 6
- 6 -

(e) enforce collection of any of the Collateral by suit or otherwise, and
surrender, release or exchange all or any part of any property in addition
to the Collateral, securing any of the Obligations, or compromise or
extend or renew for any period (whether or not longer than the original
period) any obligations of any nature of any party with respect to any
property; and

(f) to the extent permitted by applicable law, the Security Agent or any
Lender may purchase any or all of the Pledged Securities and other
Collateral, whether in connection with a sale made under the power of sale
herein contained or pursuant to judicial proceedings or otherwise;

provided, however, that the Security Agent and the Lenders will not be bound to
deal with the Pledged Securities and other Collateral as aforesaid, and will
not be liable for any loss which may be occasioned by any failure to do so and
no action of the Security Agent or any Lender permitted hereunder will impair
or affect any rights of the Security Agent or any Lender in and to the
Collateral.

10. Application of Proceeds. After payment of expenses as provided in Section
11 hereof, the balance of any proceeds received by the Security Agent in or in
connection with realizing, collecting, selling, transferring, delivering or
obtaining payment of the Collateral or any part thereof may be held by the
Security Agent and may, as and when the Security Agent thinks fit, be applied
on account of such part of the Obligations as to the Security Agent and the
Lenders seems best, without prejudice to the Security Agent's and any Lender's
claims upon the Debtor for any deficiency.

11. Payment of Expenses. The Security Agent may charge on its own behalf and
also pay to others all out-of-pocket expenses of the Security Agent and others
retained by the Security Agent, incurred in connection with realizing,
collecting, selling, transferring, delivering or obtaining payment of the
Pledged Securities or any other Collateral or any part thereof, or in
connection with the administration or amendment of this Agreement or incidental
to the care, safe keeping, or otherwise of any and all of the Collateral, and
may deduct the amount of such sums from any proceeds of the Collateral. The
Debtor agrees to indemnify and hold harmless the Security Agent and the Lenders
from and against any and all liability incurred by the Security Agent, any
Lender or any nominee, agent or employees of the Security Agent or any Lender
hereunder or in connection herewith, unless such liability was due to wilful
misconduct or gross negligence on the part of the Security Agent or Lender or
such nominee or agent.
<PAGE> 7
- 7 -

12. Assignment. This Agreement will be binding upon the Debtor and its
successors and permitted assigns and will enure to the benefit of and be
enforceable by the Security Agent and the Lenders and their respective
successors and assigns. The Debtor will not assign all or any part of this
Agreement without the Security Agent's and each Lender's prior written consent.

13. No Waiver; Cumulative Remedies. Neither the Security Agent nor any Lender
will by any act, delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any breach of any
of the terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Security Agent or any Lender, any right, power
or privilege hereunder will operate as a waiver thereof.

14. Communication. All communications provided for or permitted hereunder
shall be in writing, and delivered in the manner set out in the Credit
Agreement.

15. Dealings by Security Agent and Lenders. The Security Agent and the
Lenders may grant extensions of time and other indulgences, take and give up
security, accept compositions, grant releases and discharges and otherwise deal
with the Debtor and any third party having dealings with the Debtor, and with
the Collateral or any part thereof, and with other security and sureties, as
the Security Agent and the Lenders may see fit, all without prejudice to the
Obligations or to the rights of the Security Agent and the Lenders under this
Agreement. The Security Agent and the Lenders will be accountable only for
amounts that the Security Agent or any Lender actually receives as a result of
the exercise of such powers, and neither the Security Agent nor any Lender nor
any of their officers, directors, employees or agents will be responsible to
the Debtor for any act or failure to act hereunder, except for its or their own
gross negligence or wilful misconduct.

16. Non-Exclusivity of Remedies. This Agreement and the Liens arising
hereunder are in addition to and not in substitution for any other security now
or hereafter held by the Security Agent or any Lender in respect of the Debtor,
the Obligations or the Collateral. No remedy for the enforcement of the rights
of the Security Agent and the Lenders hereunder will be exclusive of or
dependent on any other such remedy but any one or more of such remedies may
from time to time be exercised independently or in combination.

17. Power of Attorney. The Debtor hereby irrevocably constitutes and appoints
the Security Agent and any officer or agent thereof, with full power of
substitution, as its true and lawful attorney-in-fact, with full irrevocable
power and authority in the place and stead of the Debtor and in the name of
<PAGE> 8
- 8 -

the Debtor or in its own name, from time to time in the Security Agent's
discretion, for the purpose of carrying out the terms of this Agreement, to
take any and all appropriate action, to do, make and execute any and all
statements, acts, matters, documents, instruments and things which may be
necessary or desirable to accomplish the purposes of this Agreement and from
time to time to exercise all rights and powers and to perform all acts of
ownership in respect to the Pledged Securities to the same extent as the Debtor
might have done were it not for this Agreement. The Debtor hereby ratifies all
that said attorneys will lawfully do or cause to be done by virtue hereof.
This power of attorney is a power coupled with an interest and will be
irrevocable until the Obligations have been paid and performed in full.

18. No Merger. Neither the taking and holding of the Pledged Securities and
other Collateral nor the obtaining of any judgment by the Security Agent or any
Lender will operate as a merger of any Obligation or any other indebtedness or
liability of the Debtor to the Security Agent or any Lender or operate to
prejudice the security constituted by this Agreement.

19. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction will not invalidate or render unenforceable such provision in any
other jurisdiction.

20. Governing Law. This Agreement will be governed by and construed in
accordance with the laws of Ontario.

21. Survival of Representations and Warranties. All agreements,
representations, warranties and covenants made by or on behalf of the Debtor
herein are material, will be considered to have been relied upon by the
Security Agent and the Lenders and will survive the execution and delivery of
this Agreement or any investigation made at any time by or on behalf of the
Security Agent or any Lender and any disposition or payment of the Obligations
until repayment in full thereof.
<PAGE> 9
- 9 -

22. Acknowledgement of Receipt. The Debtor acknowledges receipt of an
executed copy of this Agreement.

Dated: February 29, 1996

ADDRESS 1159670 ONTARIO LIMITED
- -------
10 Toronto Street
Toronto, Ontario By: /s/ J. A. BOULTBEE
M5K 1N2 -------------------------
Name: J.A. Boultbee
Title: President

Attention: President c/s
By: /s/ PETER Y. ATKINSON
-----------------------------------------
Name: Peter Atkinson
Facsimile: (416) 364-2088 Title: Vice President

Schedule A - Pledged Securities
<PAGE> 10
SCHEDULE "A"

<TABLE>
<S> <C> <C>
Certificate
Companies Pledged Securities Number
- --------- -------------------- -----------
No. Class
--------------------

1. Hollinger
International Inc. 15,950,000 Class A Common

2. Roblin Review Ltd.

3. The Dauphin Herald
Company Limited

4. Yorkton This Week Ltd.
</TABLE>

<PAGE> 1

EXHIBIT 99.04

HOLLINGER INC.

February 29, 1996

Canadian Imperial Bank of Commerce
Commerce Court West, 7th Floor
Toronto, Canada M5H 3T7

The Toronto-Dominion Bank
55 King Street West, 8th Floor
Toronto, Canada M5K 1H1

The Bank of Nova Scotia
44 King Street West, 16th Floor
Toronto, Canada M5H 1H1

Re: Registration Rights
-------------------

Gentlemen:

Hollinger Inc. and certain of its subsidiaries ("Hollinger") own, as of the
date hereof, the following securities issued by Hollinger International Inc., a
Delaware corporation (the "U.S. Subsidiary"):

(i) 33,610,754 shares of Class A Common Stock, par value $.01 per share
("Class A Common Stock");

(ii) 14,900,000 shares of Class B Common Stock, par value $.01 per share
("Class B Common Stock"); and

(iii) 739,500 shares of non-voting Series A Redeemable Convertible
Preferred Stock, par value $.01 per share ("Series A Preferred Stock").

<PAGE> 2
Canadian Imperial Bank of Commerce
The Toronto-Dominion Bank
The Bank of Nova Scotia
February 29, 1996
Page 2

All the foregoing securities are currently pledged to Canadian Imperial Bank
of Commerce ("CIBC") pursuant to a Hypothecation of Specific Securities dated
October 13, 1995 made by Hollinger in favor of CIBC (the "1995 Pledge") to
secure obligations of Hollinger Inc. to CIBC, subject to the following actions
which are effective as of the date hereof:

(x) Hollinger Inc. and CIBC have agreed, in connection with the execution
and delivery of a new bank credit facility in the amount of Cdn.$90 million
("New Bank Facility"), to permit the transfer of up to 16,000,000 shares of
Class A Common Stock and 14,990,000 shares of Class B Common Stock owned by
Hollinger Inc. to 1159670 Ontario Limited ("Ontario"), a wholly-owned
subsidiary of Hollinger Inc., subject to the 1995 Pledge, and to cause
Ontario to pledge up to 16,000,000 shares of Class A Common Stock to CIBC as
Agent for itself and The Toronto-Dominion Bank and Bank of Nova Scotia
(collectively, the "Banks") to secure Ontario's obligations under the New
Bank Facility;

(y) All remaining outstanding shares of Class A Common Stock owned by
Hollinger Inc., together with the Series A Preferred Stock owned by
Hollinger Inc., will continue to be subject to pledge to CIBC pursuant to
the 1995 Pledge.

All shares of Class A Common Stock owned by Hollinger Inc. or Ontario or
3184081 Canada Limited and subject to pledge are hereinafter called the
"Pledged Shares".

This is to confirm our understanding and agreement with respect to certain
registration rights relating to the Pledged Shares. The Pledged Shares are
"restricted securities" within the meaning of the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and may not be sold, transferred or disposed
of in the absence of registration under the Securities Act or an exemption
thereunder. The Banks acknowledge that they do not possess the Pledged Shares
with a view to any sale or distribution thereof within the meaning of the
Securities Act and the rules and regulations thereunder.

The Banks confirm that they have had access to all information concerning
the business and financial condition of the U.S. Subsidiary that each of the
Banks requires. Without limiting the foregoing, the Banks have been provided
copies of

<PAGE> 3
Canadian Imperial Bank of Commerce
The Toronto-Dominion Bank
The Bank of Nova Scotia
February 29, 1996
Page 3

the principal organizational documents of the U.S. Subsidiary, including the
Restated Certificate of Incorporation, as filed on May 10, 1994 with the
Secretary of State of Delaware, the Certificate of Amendment of Restated
Certificate of Incorporation as filed on October 13, 1995.

Accordingly, each of Hollinger and Ontario, intending to be legally bound,
agrees to use its reasonable best efforts to cause the U.S. Subsidiary to
effect, at the earliest possible date (but in any case not later than 90 days
following the date of this agreement) the registration under the Securities Act
of all of the Pledged Shares. Registration shall be effected by means of a
"shelf registration" pursuant to Rule 415 under the Securities Act. Hollinger
will pay all registration expenses (other than any underwriting discounts or
commissions) in connection with the registration requested hereunder. All
selling expenses related to the Pledged Shares, including reasonable internal
costs and expenses incurred by each of you, shall be borne by Hollinger and
Ontario.

The U.S. Subsidiary may terminate such registration (x) 30 days after the
date the Banks no longer hold shares of Class A Common Stock exceeding in the
aggregate one per cent of the outstanding shares of Class A Common Stock (and
securities convertible into Class A Common Stock) or (y) such earlier date
which concludes the holding period for Class A Common Stock held by persons
that are not deemed to be "affiliates" of the U.S. Subsidiary as specified in
Rule 144 promulgated by the U.S. Securities and Exchange Commission
("Commission") as then in effect. In addition, upon the payment or
satisfaction in full of the obligations of Hollinger Inc. or its subsidiaries,
as the case may be, to the Banks under all credit arrangements secured by the
Pledged Shares and the termination of such credit arrangements, the U.S.
Subsidiary may terminate such registration.

In connection with the registration and any subsequent offers and sales of
the Pledged Shares pursuant thereto, each of you shall furnish to the U.S.
Subsidiary such information regarding the Pledged Shares to be owned by you
after default by Hollinger under the obligations secured by such shares, the
lending arrangements and other circumstances related to the Pledged Shares, the
distribution proposed by you and other related matters as the U.S. Subsidiary
may request and as shall be required in connection with the registration,
qualification or

<PAGE> 4
Canadian Imperial Bank of Commerce
The Toronto-Dominion Bank
The Bank of Nova Scotia
February 29, 1996
Page 4

compliance with the Securities Act and applicable state securities laws.

Each of you covenants that you will comply with the prospectus delivery
requirements of the Securities Act with respect to the registration statement
to be filed pursuant to this letter agreement. Furthermore, each of you agrees
to make customary representations and warranties to Hollinger and the U.S.
Subsidiary and the underwriters, agents, or distributors, if any, in form,
substance and scope as are customarily made as to ownership of stock by selling
stockholders in underwritten public offerings, but you shall not be required to
make any representation or warranty as to the accuracy or completeness of the
registration statement (except for written information furnished to the U.S.
Subsidiary expressly for use therein). In addition, each of you agrees that
you will refrain from offering for sale or selling any Pledged Shares if you
are not notified by Hollinger or the U.S. Subsidiary that the registration
statement is not accurate or is not complete in all material respects, and
Hollinger shall notify you of any material fact or change which results in the
registration statement not being accurate or complete in all material respects
from time to time as any such fact or change occurs. You may make sales of the
Pledged Shares after notification by the U.S. Subsidiary that the registration
statement is current or, based on an opinion of counsel for the U.S.
Subsidiary, that the Pledged Shares could be sold in compliance with the
Securities Act and the Securities Exchange Act of 1934, as amended, without
disclosure of any nonpublic information which may be the subject of the
notification.

With respect to the Class B Common Stock and the Series A Preferred Stock of
the U.S. Subsidiary owned by Hollinger or Ontario which are subject to the 1995
Pledge, the registration rights undertaking by Hollinger dated October 13, 1995
shall remain in full force and effect and Hollinger and CIBC agree to remain
bound by its terms.

Very truly yours,

HOLLINGER INC.

By /s/ PETER Y. ATKINSON
---------------------
<PAGE> 5
Canadian Imperial Bank of Commerce
The Toronto-Dominion Bank
The Bank of Nova Scotia
February 29, 1996
Page 5

1159670 ONTARIO LIMITED

By /s/ PETER Y. ATKINSON
---------------------

Acknowledged and agreed to this
29th day of February, 1996.

CANADIAN IMPERIAL BANK OF COMMERCE

By /s/ STEVEN SLOANE
------------------------------

Title
---------------------------

THE TORONTO-DOMINION BANK

By /s/ MICHAEL COLLINS
------------------------------

/s/ JOHN COOMBS
------------------------------

Title
---------------------------

THE BANK OF NOVA SCOTIA

By /s/ KEN LEHNER
-----------------------------

Title
---------------------------