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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): January 7, 1997
Hollinger International Inc.
(Exact name of registrant as specified in charter)
Delaware 0-24004 95-3518892
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(State or other (Commission (IRS employer
jurisdiction of incorp.) file number) identification no.)
401 North Wabash Avenue,
Chicago, Illinois 60611
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including
area code: (312) 321-2299
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Item 5. Other Events.
On January 7, 1997, the Boards of Directors of Hollinger International
Inc. (the "Company") and Hollinger Inc., the parent corporation of the Company
("Hollinger"), announced that they had reached an agreement in principle for the
transfer by Hollinger of its owned and controlled Canadian publishing interests
to a Canadian company included in the Company's consolidated group. Hollinger
proposes to transfer to Hollinger Eastern Publishing Inc. ("Hollinger Eastern")
all of Hollinger's interests in (a) certain newspaper assets located mainly in
Ontario, including 12 daily and seven non-daily newspapers, (b) certain
newspaper assets located mainly in Saskatchewan, including two daily and eight
non-daily newspapers, (c) certain newspaper assets located mainly in British
Columbia, including nine daily and 19 non-daily newspapers, (d) UniMedia Inc.,
and (e) Saturday Night Magazine Limited, for an aggregate consideration of
approximately $382,000,000 (Cdn. $523,000,000), subject to working capital
adjustments. The purchase price is proposed to be satisfied as to approximately
$250,000,000 (Cdn. $342,000,000) by the issuance of a debt instrument payable on
demand after six months; as to approximately $90,00,000 (Cdn. $123,000,000) by
the issuance of debentures exchangeable into a new series of
mandatorily-convertible preferred stock of the Company similar to the Preferred
Redeemable Increased Dividend Equity Securities issued by the Company in August
1996; and as to approximately $42,000,000 (Cdn. $58,000,000) by the issuance of
debentures exchangeable into Class A Common Stock, par value $.01 per share, of
the Company.
The reorganization will not be completed until a definitive
acquisition agreement has been negotiated and executed, approval by the
Company's stockholders of the issuance of the mandatorily-convertible preferred
stock and Class A Common Stock has been obtained, other terms and conditions
have been satisfied and regulatory approvals obtained. It is intended that
holders of the Company's Class A and Class B Common Stock will vote as a single
class at a meeting of the Company's stockholders. Hollinger has sufficient
voting power to approve the reorganization. A copy of the Company's press
release dated January 7, 1997 is attached hereto as Exhibit 99.1 and is
incorporated by reference herein in its entirety.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
99.1 Press Release dated January 7, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HOLLINGER INTERNATIONAL INC.
By: /s/ KENNETH L. SEROTA
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Kenneth L. Serota
Title: Vice President --
Law and Finance
Date: January 13, 1997
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INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Document Page No.
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<S> <C> <C>
99.1 Press Release dated January 7, 1997
</TABLE>
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<PAGE> 1
Exhibit 99.1
For immediate release on Tuesday, January 7, 1997
HOLLINGER INC. (Canada)
HOLLINGER INTERNATIONAL INC. (U.S.)
PRESS RELEASE
REORGANIZATION OF CANADIAN PUBLISHING INTERESTS
Toronto, Canada, January 7, 1997 - The Boards of Directors of
Hollinger Inc. ("Hollinger") (TSE, MSE, VSE: HLG; Nasdaq: HLGRF) and its
subsidiary, Hollinger International Inc. ("Hollinger International")(NYSE:HLR),
announce that they have reached agreement in principle for the transfer by
Hollinger of its owned and controlled Canadian publishing interests to a
subsidiary of Hollinger International. Hollinger proposes to transfer to
Hollinger Eastern Publishing Inc. ("Hollinger Eastern"), a Canadian company in
the Hollinger International consolidated group, all of Hollinger's interests in
(a) certain newspaper assets located mainly in Ontario, including 12 daily and
seven non-daily newspapers, (b) certain newspaper assets located mainly in
Saskatchewan, including two daily and eight non-daily newspapers, (c) certain
newspaper assets located mainly in British Columbia, including nine daily and
19 non-daily newspapers, (d) UniMedia Inc., and (e) Saturday Night Magazine
Limited, for an aggregate consideration of approximately (Cdn.)$523,000,000
(U.S.$382,000,000), subject to working capital adjustments. The purchase price
is proposed to be satisfied as to approximately (Cdn.)$342,000,000
(U.S.$250,000,000) by the issuance of a debt instrument payable on demand after
six months; as to approximately (Cdn.)$123,000,000 (U.S.$90,000,000) by the
issuance of debentures exchangeable into a new series of
mandatorily-convertible preferred stock ("Prefs") of Hollinger International
similar to the Preferred Redeemable Increased Dividend Equity Securities issued
by Hollinger International in 1996; and as to approximately (Cdn.)$58,000,000
(U.S.$42,000,000) by the issuance of debentures exchangeable into Class A
Common Stock of Hollinger International.
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The reorganization will not be completed until a definitive
acquisition agreement has been negotiated and executed, approval by the
Hollinger International stockholders of the issuance of the PRIDES and Class A
Common Stock has been obtained, other terms and conditions have been satisifed
and regulatory approvals obtained. It is intended that, at the Hollinger
International stockholders' meeting holders of Class A and Class B Common
Shares will vote as a single class. Hollinger has sufficient voting power to
approve the reorganization. In connection with the meeting Hollinger
International will furnish its stockholders with proxy materials describing in
detail the proposed reorganization.
The price at which the Class A common stock and the Prefs will be
issued will be 105% of the weighted average trading value of the common shares
for the ten trading day period ended five business days prior to the mailing of
the notice of the stockholders' meeting (expected to be mailed in the second
half of March).
In arriving at the agreed purchase price a Committee of the Board of
Directors of Hollinger International made up of Directors who are independent
of Hollinger was advised by RBC Dominion Securities Inc., which provided its
opinion to the effect that the consideration proposed to be paid to Hollinger
in connection with the reorganization is fair to the minority stockholders of
Hollinger International, from a financial point of view. Hollinger was advised
by Dirks, Van Essen and Associates which provided its opinion to the effect
that the consideration proposed to be received by Hollinger is fair and
equitable to the shareholders of Hollinger and representative of the current
fair market value of the assets being sold.
Managements of Hollinger and Hollinger International believe that the
consolidation of these publishing interests in Hollinger International should
further improve the equity markets' valuation of the group's assets and
facilitate future expansion in the international newspaper industry.
Hollinger is a Canadian-based international newspaper company that,
directly and through its subsidiaries and associated companies, is engaged
primarily in the publishing, printing and distribution of newspapers and
magazines in the United Kingdom, the United States, Canada and Israel.
Hollinger holds 57.5% of the equity shares and 83.6% of the voting power in
Hollinger International.
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Hollinger International, through subsidiaries and affiliated
companies, is a leading publisher of English-language newspapers in the United
States, the United Kingdon, Canada and Israel. Included among the 142 paid
daily newspapers that the company owns or has an interest in are the CHICAGO
SUN-TIMES and THE DAILY Telegraph. These 142 newspapers have a world-wide daily
combined circulation of 4,021,000. In addition, the company owns or has an
interest in 358 non-daily newspapers as well as magazines and other
publications.
For information please call:
J.A. Boultbee
Vice President and Treasury
Hollinger Inc. and
Vice-President and Chief Financial Officer
Hollinger International Inc.
(416) 363-8721
Paul B. Healy
Vice-President, Investor
Relations and Corporate Development
Hollinger International Inc.
(212) 586-5666
F. David Radler
President and Chief Operating Officer
Hollinger Inc. and
Hollinger International Inc.
(604) 732-4443
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