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As filed with the Securities and Exchange Commission on March 12, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOLLINGER HOLLINGER INTERNATIONAL
INTERNATIONAL INC. PUBLISHING INC.
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
95-3518892 51-0370603
(I.R.S. employer (I.R.S. employer
identification number identification number
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization
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401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-2299
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
KENNETH L. SEROTA, ESQ.
VICE PRESIDENT-LAW AND FINANCE AND SECRETARY
HOLLINGER INTERNATIONAL INC.
401 NORTH WABASH AVENUE
CHICAGO, ILLINOIS 60611
(312) 321-2299
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
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MICHAEL C. MCLEAN WILLIAM P. ROGERS, JR.
KIRKPATRICK & LOCKHART LLP CRAVATH, SWAINE & MOORE
1500 OLIVER BUILDING WORLDWIDE PLAZA
PITTSBURGH, PENNSYLVANIA 15222-2312 825 EIGHTH AVENUE
(412) 355-6458 NEW YORK, NEW YORK 10019
(212) 474-1270
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Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Reg. No.
333-17113
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE(1) REGISTRATION FEE(1), (2)
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Debt Securities...............
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Guarantee(2)
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Total ...................... $20,000,000 100% $20,000,000 $6,061
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(1) Calculated in accordance with Rule 457.
(2) In accordance with Rule 457, no fee is payable with respect to the
unconditional guarantee of Hollinger International Inc.
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STATEMENT PURSUANT TO RULE 462(B)
THE CONTENTS CONTAINED IN REGISTRATION STATEMENT NO. 333-17113 FILED WITH
THE COMMISSION ON NOVEMBER 29, 1996, AS AMENDED BY AMENDMENT NO. 1 THERETO FILED
WITH THE COMMISSION ON FEBRUARY 28, 1997, AMENDMENT NO. 2 THERETO FILED WITH THE
COMMISSION ON MARCH 4, 1997 AND AMENDMENT NO. 3 THERETO FILED WITH THE
COMMISSION ON MARCH 12, 1997 ARE INCORPORATED BY REFERENCE INTO, AND SHALL BE
DEEMED PART OF, THIS REGISTRATION STATEMENT.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on March 12, 1997.
HOLLINGER INTERNATIONAL INC.
HOLLINGER INTERNATIONAL PUBLISHING INC.
By: /S/ CONRAD M. BLACK
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Conrad M. Black,
Chairman of the Board
and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kenneth L. Serota and J. David Dodd, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/S/ CONRAD M. BLACK Chairman of the Board, Chief Executive March 12, 1997
- ----------------------------------- Officer and Director (Principal
Conrad M. Black Executive Officer)
/S/ F. DAVID RADLER President, Chief Operating Officer and March 12, 1997
- ----------------------------------- Director
F. David Radler
/S/ J. A. BOULTBEE Vice President and Chief Financial March 12, 1997
- ----------------------------------- Officer (Principal Financial Officer)
J. A. Boultbee
/S/ FREDERICK A. CREASEY Group Corporate Controller March 12, 1997
- ----------------------------------- (Principal Accounting Officer)
Frederick A. Creasey
/S/ BARBARA AMIEL BLACK Director March 12, 1997
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Barbara Amiel Black
/S/ DWAYNE O. ANDREAS Director March 12, 1997
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Dwayne O. Andreas
/S/ RICHARD BURT Director March 12, 1997
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Richard Burt
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SIGNATURE TITLE DATE
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<C> <S> <C>
Director March , 1997
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Raymond G. Chambers
/S/ DANIEL W. COLSON Director March 12, 1997
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Daniel W. Colson
/S/ HENRY A. KISSINGER Director March 12, 1997
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Henry A. Kissinger
/S/ MARIE-JOSEE KRAVIS Director March 12, 1997
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Marie-Josee Kravis
Director March , 1997
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Shmuel Meitar
/S/ RICHARD N. PERLE Director March 12, 1997
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Richard N. Perle
Director March , 1997
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Robert S. Strauss
/S/ ALFRED TAUBMAN Director March 12, 1997
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Alfred Taubman
/S/ JAMES R. THOMPSON Director March 12, 1997
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James R. Thompson
Director March , 1997
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Lord Weidenfeld
Director March , 1997
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Leslie H. Wexner
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EXHIBIT INDEX
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EXHIBIT PRIOR FILING OR
NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
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*5.01 Opinion of Kirkpatrick & Lockhart LLP
*23.01 Consent of KPMG Peat Marwick LLP
*23.02 Consent of Kirkpatrick & Lockhart LLP (included in the
opinion at Exhibit 5.01)
*24.01 Powers of Attorney for the Company (included in the
signature page of this Registration Statement).
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* Filed herewith.
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Exhibit 5.01
March 12, 1997
Hollinger International Publishing Inc.
401 North Wabash Avenue
Chicago, Illinois 60611
Ladies and Gentlemen:
We are acting as counsel to Hollinger International Publishing Inc., a
Delaware corporation ("Publishing"), and Hollinger International Inc., a
Delaware corporation (the "Guarantor"), in connection with the Registration
Statement on Form S-3 (No. 333-17113), originally filed by Publishing and the
Guarantor with the Securities and Exchange Commission on November 29, 1996, as
amended (the "Registration Statement"), in connection with the registration
pursuant to the Securities Act of 1933, as amended (the "Act"), of $530,000,000
aggregate principal amount debt securities of Publishing (the "Debt
Securities"), and the guarantee by the Guarantor (the "Guarantee") related
thereto, and a Registration Statement filed on March 12, 1997 in accordance with
Rule 462(b) under the Act in connection with the registration of $20,000,000
aggregate principal amount of additional Debt Securities and related Guarantee.
The Debt Securities will be issued as "Senior Debt Securities" and "Senior
Subordinated Debt Securities" with a corresponding "Senior Guarantee" and
"Senior Subordinated Guarantee".
We have examined (i) the proposed form of indenture relating to the
Senior Debt Securities (the "Senior Indenture") among Publishing, the Guarantor
and Fleet National Bank, as Trustee, under which the Senior Debt Securities may
be issued and in which the terms of the Senior Guarantee will be set forth, (ii)
the proposed form of indenture relating to the Senior Subordinated Debt
Securities (the "Senior Subordinated Indenture") among Publishing, the Guarantor
and Fleet National Bank, as Trustee, under which the Senior Subordinated Debt
Securities may be issued and in which the terms of the Senior Subordinated
Guarantee will be set forth, (iii) the Registration Statement, (iv) Publishing's
Restated Certificate of Incorporation and By-laws, each as amended to date, and
(v) the Guarantor's Restated Certificate of Incorporation and By-laws, each as
amended to date. We
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Hollinger International Publishing Inc.
March 11, 1997
Page 2
have also examined such other public and corporate documents, certificates,
instruments and corporate records, and such questions of law, as we have deemed
necessary for purposes of this opinion. We are familiar with the proceedings
taken and proposed to be taken by Publishing and the Guarantor in connection
with the issuance and sale of the Debt Securities and in connection with the
Guarantees.
Based on the foregoing, we are of the opinion that, subject to (i) the
proposed additional proceedings being taken as now contemplated prior to the
issuance of the Debt Securities, (ii) the terms of the Debt Securities being
otherwise in compliance with then applicable law, (iii) the due execution,
acknowledgement and delivery of the Senior Indenture and the Senior Subordinated
Indenture by the Trustee, Publishing and the Guarantor, (iv) the effectiveness
of the Registration Statement under Rule 462(b) under the Act and the
qualification of the Senior Indenture and the Senior Subordinated Indenture
under the Trust Indenture Act of 1939, and (v) the due execution, authentication
and delivery of the Debt Securities in accordance with the provisions of their
respective Indentures, the $20,000,000 additional Debt Securities will, upon
issuance and sale thereof and payment therefor as described in the Registration
Statement, be legally issued and binding obligations of Publishing and the
related Guarantee will be a legally binding obligations of the Guarantor,
subject in each case to the effect of bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws affecting the rights and
remedies of creditors generally and subject to the effect of general principles
of equity, whether applied by a court of law or equity.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to the undersigned in the
Prospectus that forms part of the Registration Statement.
Yours truly,
/s/ Kirkpatrick & Lockhart LLP
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EXHIBIT 23.01
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Hollinger International Inc.
Hollinger International Publishing Inc.:
We consent to the use of our report dated February 27, 1996, relating to the
consolidated balance sheets of Hollinger International Inc. and subsidiaries as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, incorporated herein by reference from
the Company's Annual Report on Form 10-K (as amended) for the year ended
December 31, 1995, and to the reference of our firm under the heading "Experts"
in the Prospectus.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
March 12, 1997
