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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): July 14, 1997
Hollinger International Inc.
(Exact name of registrant as specified in charter)
Delaware 0-24004 95-3518892
(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.
Hollinger International Inc. (the "Company") and its parent corporation,
Hollinger Inc., announced that on July 14, 1997, the Company received a Notice
of Motion and Verified Complaint filed on behalf of one individual who owns
shares of Class A Common Stock and Series B Convertible Preferred Stock of the
Company and who is seeking to be certified as representative of a class of
plaintiffs. The complaint arises out of matters to be voted on at a special
meeting of the stockholders of the Company scheduled for July 21, 1997 (the
"July Meeting"). The complaint also names as defendants Hollinger Inc. and the
directors of the Company and seeks injunctive and monetary relief based on (i)
alleged violations of the provision of the Delaware General Corporation Law
requiring a class vote of the Company's preferred stock in connection with a
proposed increase of the total preferred stock, and (ii) alleged breaches by
Hollinger Inc. and the Company's directors of their fiduciary duties in
connection with the July Meeting and in connection with certain intercompany
stock exchanges described in the proxy statement relating to the July Meeting.
The Company is reviewing the complaint and will respond accordingly. The press
release of the Company dated July 15, 1997 describing the complaint is attached
hereto as Exhibit 99.01 and incorporated by reference herein in its entirety.
The Company announced on July 16, 1997 that is has postponed for a
brief period the July Meeting previously scheduled to occur on July 21, 1997, in
order to consider certain modifications and clarifications to the proposals to
be acted on at the special meeting, none of which would affect the fundamental
nature of the transactions underlying the proposals. Hollinger International
also announced that the parties to the recently filed litigation relating to the
special meeting have agreed to adjourn indefinitely the previously scheduled
hearing on the plaintiff's motion for a temporary restraining order. The press
release of the Company dated July 16, 1997 announcing the postponement of
the July Meeting and the adjournment of the hearing is attached hereto as
Exhibit 99.02 and incorporated by reference herein in its entirety.
The Company announced on July 21, 1997 that it had settled the
litigation referred to above. As a result of the settlement, the Company has
made certain procedural and other modifications in the transactions to be acted
upon at a special meeting of stockholders, none of which affects the fundamental
nature of the transactions. The Company issued on July 21, 1997 a Second
Supplemental Proxy Statement reflecting the modifications that have been agreed
to as part of the settlement. The July Meeting has been rescheduled for July 31,
1997. The settlement is subject to final approval by the Delaware Chancery
Court. The press release of the Company dated July 21, 1997 is attached hereto
as Exhibit 99.03 and incorporated by reference herein in its entirety.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
99.01 Press Release dated July 15, 1997.
99.02 Press Release dated July 16, 1997.
99.03 Press Release dated July 21, 1997.
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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 & Finance
and Secretary
Date: July 22, 1997
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Exhibit Index
Exhibit Sequential
No. Document Page No.
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99.01 Press Release dated July 15, 1997.
99.02 Press Release dated July 16, 1997.
99.03 Press Release dated July 21, 1997.
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EXHIBIT 99.01
HOLLINGER INC. (Canada)
HOLLINGER INTERNATIONAL INC. (U.S.)
PRESS RELEASE
Toronto, Canada, July 15, 1997 - Hollinger Inc. ("Hollinger") (TSE, MSE,
VSE: HLG; Nasdaq: HLGRF) and Hollinger International Inc. (NYSE: HLR) (the
"Company") announce that on July 14, 1997 the Company received a Notice of
Motion and Verified Complaint filed on behalf of one individual who owns shares
of Class A Common Stock and Series B Convertible Preferred Stock of the Company
and who is seeking to be certified as representative of a class of plaintiffs.
The complaint arises out of matters to be voted on at a special meeting of the
stockholders of the Company scheduled for July 21, 1997 (the "July Meeting").
The complaint also names as defendants Hollinger Inc. and the directors of the
Company and seeks injunctive and monetary relief based on (i) alleged violations
of the provision of the Delaware General Corporation Law requiring a class vote
of the Company's Preferred Stock in connection with a proposed increase of the
total authorized Preferred Stock, and (ii) alleged breaches by Hollinger Inc.
and the Company's directors of their fiduciary duties in connection with the
July Meeting and in connection with certain intercompany stock exchanges
described in the Proxy Statement.
The purpose of the July Meeting is to authorize the issuance of securities
as required by agreements entered into on the closing of the acquisition of
certain Canadian newspaper assets announced by the Company on April 18, 1997, to
authorize the issuance of Class A common shares upon the exchange of Hollinger
Canadian Publishing Holdings Inc. ("HCPH") Special Shares to be issued in
connection with the recent HCPH take-over bid for Southam Inc. and to approve an
increase in the Company's authorized preferred stock.
The Company is reviewing the complaint and will respond accordingly.
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 51.2% of the equity shares and 77.7% of the voting power in Hollinger
International.
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Hollinger International, through its subsidiaries and affiliated companies,
is a leading publisher of English-language newspapers in the United States, the
United Kingdom, Canada and Israel. Included among the 163 paid daily newspapers
that the Company wholly owns or has an interest in are the Chicago Sun-Times,
The Daily Telegraph (London) and The Ottawa Citizen. These 163 newspapers have
a world-wide daily combined circulation of approximately 4,451,000. In addition,
the Company owns or has an interest in 441 non-daily newspapers as well as
magazines and other publications.
For information please call:
Peter Y. Atkinson Kenneth L. Serota
Vice-President Vice-President, Law and Finance
and General Counsel and Secretary
Hollinger Inc. and Hollinger International Inc.
Vice-President (312) 321-2206
Hollinger International Inc.
(416) 363-8721
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EXHIBIT 99.02
HOLLINGER INC. (Canada)
HOLLINGER INTERNATIONAL INC. (U.S.)
PRESS RELEASE
Toronto, Canada, July 16, 1997 - Hollinger International Inc. (NYSE: HLR)
("Hollinger International"), the U.S. subsidiary of Hollinger Inc. ("Hollinger")
(TSE, MSE, VSE: HLG; Nasdaq: HLGRF) announced today that is has postponed for
a brief period the special meeting of stockholders previously scheduled to occur
on July 21, 1997, in order to consider certain modifications and clarifications
to the proposals to be acted on at the special meeting, none of which would
affect the fundamental nature of the transactions underlying the proposals.
Hollinger International also announced that the parties to the recently
filed litigation relating to the special meeting have agreed to adjourn
indefinitely the previously scheduled hearing on the plaintiff's motion for a
temporary restraining order.
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 51.2% of the equity shares and 77.7% of the voting power in Hollinger
International.
Hollinger International, through its subsidiaries and affiliated
companies, is a leading publisher of English-language newspapers in the United
States, the United Kingdom, Canada and Israel. Included among the 163 paid
daily newspapers that the company wholly owns or has an interest in are the
Chicago Sun-Times, The Daily Telegraph (London) and The Ottawa Citizen. These
163 newspapers have a world-wide daily combined circulation of approximately
4,451,000. In addition, the company owns or has an interest in 441 non-daily
newspapers as well as magazines and other publications.
For information please call:
Peter Y. Atkinson Kenneth L. Serota
Vice-President and General Counsel Vice-President, Law and Finance
Hollinger Inc. and and Secretary
Vice-President Hollinger International Inc.
Hollinger International Inc. (312) 321-2206
(416) 363-8721
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Exhibit 99.03
HOLLINGER INTERNATIONAL INC.
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PRESS RELEASE
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HOLLINGER INC. (CANADA)
HOLLINGER INTERNATIONAL INC. (U.S.)
PRESS RELEASE
FOR IMMEDIATE RELEASE
For information please call:
Peter Y. Atkinson Kenneth L. Serota
Vice President and General Counsel Vice President -
Hollinger Inc. and Law & Finance and Secretary
Vice President Hollinger International Inc.
Hollinger International Inc. (312) 321-2206
(416) 363-8721
New York, New York, July 21, 1997 - Hollinger International (NYSE: HLR)
("Hollinger International"), the U.S. subsidiary of Hollinger Inc.
("Hollinger") (TSE, MSE, VSE: HLG: Nasdaq: HLGRF), announced today that it
has settled the stockholders lawsuit brought against it, its directors and
Hollinger Inc. last week in the Delaware Chancery Court. As a result of the
settlement, the Company has made certain procedural and other modifications in
the transactions to be acted upon at a special meeting of stockholders, none of
which affects the fundamental nature of the transactions. The Company has today
issued a Second Supplemental Proxy Statement reflecting the modifications that
have been agreed to as part of the settlement. The Special Meeting, which had
been scheduled for July 21, 1997, has been rescheduled for July 31, 1997. The
Settlement is subject to final approval by the Court.
Hollinger International, through its subsidiaries and affiliated company, is a
leading publishing of English-language newspapers in the United States, United
Kingdom, Canada, and Israel. Included among the 163 paid daily newspapers that
the company wholly owns or has an interest in are the Chicago Sun-Times, The
Daily Telegraph (London) and The Ottawa Citizen. These 163 newspapers have a
world-wide daily combined circulation of approximately 4,451,000. In addition,
the company owns or has an interest in 441 non-daily newspapers as well as
magazines and other publications.
Hollinger Inc. 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 51.87% of the equity shares and 78.15% of the voting power in
Hollinger International.
For more information of Hollinger International Inc., free of charge,
dial 1-800-PRO-INFO and enter the company code; "HLR"
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