As filed with the Securities and Exchange Commission on October 6, 1997
Registration No. 333-35619
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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 Identification No.)
of incorporation or organization)
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 - 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)
Copy to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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.|_|
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<TABLE>
<CAPTION>
CALCULATION OF ADDITIONAL REGISTRATION FEE
Proposed Proposed Maximum
Title of Each Class of Amount to Be Maximum Offering Aggregate Amount of Registration
Securities to Be Registered Registered (1) Price per Share Offering Price(2)(3) Fee(2)
<S> <C> <C> <C> <C>
Class A Common Stock, par 6,440,468 N/A $60,190,788 $18,240
value $.01 per share......
========================== ===================== ====================== ======================= ======================
</TABLE>
(1) The number of shares is based on the maximum Optional Exchange Ratio
multiplied by the total number of HCPH Special Shares outstanding.
This registration statement also registers such indefinite number of
additional shares, if any, as may be issued pursuant to a Mandatory
Exchange, which share amount will be calculated pursuant to the
Mandatory Exchange Number on the Mandatory Exchange Date. Capitalized
terms are used as defined in the prospectus forming apart hereof.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f). Computed on the basis of the average of the
high and low sales prices for the HCPH Special Shares on September 12,
1997 as reported on the Toronto Stock Exchange composite tape.
(3) In U.S. dollars calculated based on the federal reserve Canadian
dollar exchange ratio as of noon September 12, 1997.
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
<PAGE>
HOLLINGER INTERNATIONAL INC.
Class A Common Stock
(PAR VALUE $.01 PER SHARE)
---------------------------
This prospectus covers the exchange by Hollinger International Inc., a
Delaware corporation (the "Company") of shares of Class A Common Stock par
value $.01 per share (the "Class A Common Stock") upon the exchange by
holders of the Non-Voting Special Shares (the "HCPH Special Shares") issued
by its subsidiary, Hollinger Canadian Publishing Inc. ("HCPH"). See
"Background and Plan of Distribution". The Company will not receive any
cash proceeds from the Optional or Mandatory exchange of HCPH Special
Shares for Class A Common Stock.
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 October 3, 1997
was $13.88 per share.
---------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 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.
As described herein, the number of shares of Class A Common Stock, if
any, to be exchanged for each HCPH Special Shares surrendered in a
Mandatory Exchange will be determined based on the applicable Base Amount
and the Current Class A Market Price in effect at such time. The number of
Class A Common Stock, if any, to be exchanged for each HCPH Special Shares
surrendered in an Optional Exchange will be determined based on the
applicable Exchange Ratio in effect at such time. See "Background and Plan
of Distribution".
---------------------------
The date of this Prospectus is October 6, 1997
<PAGE>
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 Commission maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the Commission. The address of the Commission's
Web site is http://www.sec.gov. 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, 1996;
2. the Company's Quarterly Report on Form 10-Q for the quarters
ended March 31, 1997 and June 30, 1997;
3. the Company's Current Reports on Form 8-K dated May 5, 1997; and
July 14, 1997; and
4. the description of the Class A Common Stock contained in the
Company's Registration Statement on Form 8-A dated May 2, 1994,
as the same may be amended from time to time.
5. 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
<PAGE>
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) 321-2299.
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 paid daily
newspapers which the Company owns or has an interest are the Chicago
Sun-Times and The Daily Telegraph. In addition, the Company owns or has an
interest in several hundred non-daily newspapers as well as magazines and
other publications principally in small and medium sized communities in the
United States. 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 was incorporated in the State of Delaware on December 28,
1990 and is the successor to a business that was formed through
acquisitions in 1986. 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.
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 shares of Class A Common Stock
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 its Common Stock, its preferred stock or its Preferred Redeemable
Increased Dividend Equity Security PRIDES(SM) ("PRIDES") 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"), and its principal
United States and foreign subsidiaries, are subject to statutory
restrictions and restrictions in debt agreements that may limit their
ability to pay dividends. Substantially all of the shares of the
subsidiaries of the Company have been pledged to lenders of the Company.
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.
Risks Inherent in 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. In addition, the Company's acquisition
strategy is largely dependent on the Company's ability to obtain additional
debt or other financing on acceptable terms.
<PAGE>
Newspaper Industry Competition
Revenues in the newspaper industry are dependant primarily upon
advertising revenues and paid circulation. Competition for advertising and
circulation revenues 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. Some of the Company's competitors are larger and have
greater financial resources than the Company. For example, in the Chicago
metropolitan area, the Chicago Sun-Times competes with a large established
metropolitan daily and Sunday newspaper that is the fifth largest
metropolitan daily and Sunday newspaper in the United States such
competition is often intense. In the United Kingdom, The Daily Telegraph
competes with other national newspapers, principally The Times, which over
the past several years has from time to time substantially reduced its
cover price in an effort to increase its circulation. The Daily Telegraph
has met this competition and has from time to time engaged in its own price
reduction or promotional initiatives. These competitive activities can and
have from time to time had an adverse effect on revenues and operating
costs.
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. The Company believes, however, that the geographic
diversity of its global operations may mitigate, to some degree, the
effects of an economic downturn in any particular market served by the
Company.
Newsprint Costs
Newsprint represents the single largest raw material expense of the
Company's newspapers throughout the world and is one of its most
significant operating costs. Newsprint costs are cyclical and vary widely
period to period. For example, Newsprint cost increased approximately 40%
per metric ton in 1995 on an industry-wide basis, and the average cost per
metric ton of newsprint was substantially higher in the first half of 1996
than in the first half of 1995. However, Newsprint costs decreased
significantly in the second half of 1996 and have continued to decline
through the second quarter of 1997. Although the Company has implemented
measures in an attempt to offset a rise in newsprint prices, such as
reducing page width and managing its return policy, price increases have
had an adverse effect on the Company's results of operations. The Company
has no effective ability to use long term fixed price newsprint supply
contracts to hedge its exposure to price fluctuations.
Foreign Operations and Currency Exchange Rates
Operations outside of the United States accounted for approximately
67% of the Company's operating revenues and approximately 50% of the
Company's operating income for the year ended December 31, 1996. 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.
Control by Hollinger Inc.
The Company has outstanding two classes of common stock, Class A
Common Stock and Class B Common Stock, par value $.01 per shares (the
"Class B Common Shares and collectively the "Common Stock"). Hollinger Inc.
owns approximately 59.8% of the Common Stock of the Company and
approximately 84.3% of the combined voting power of the outstanding Common
Stock (without giving effect to the issuance of shares of Class A Common
Stock upon conversion of preferred stock including the PRIDES or the
exchange of the HCPH Special Shares) and 50.5% and 77.1%, respectively,
upon the issuance of up to approximately 20,700,000 Shares of Class A
Common Stock in connection with the PRIDES and upon exchange of all the
HCPH Special Shares (without giving effect to the issuance of Shares of
Class A Common Stock upon conversion of any other outstanding series of
preferred stock.
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
<PAGE>
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. 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.
The Class A Common Stock held by Hollinger Inc. is pledged to certain
lenders of Hollinger Inc. In addition, the stock of certain subsidiaries of
the Company have been pledged to secure borrowings by the Company's
subsidiaries. a default by any such borrower under their outstanding debt
instruments would entitle the lenders thereunder to foreclose on shares of
Class A Common Stock or subsidiary stock pledged to such lenders. Any such
foreclose sale could result in (i) a change in control of the company or
one or more of its principal subsidiaries, (ii) a default under or
acceleration of other debts instruments, or both.
Dividend Policy
The Company has paid quarterly dividends on its Common Stock since the
third quarter of 1994. The quarterly dividend was previously $0.025 per
share of Common Stock and was increased to $0.10 per share of Common Stock
in the first quarter of 1996. 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 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 prior
payment of dividends to holders of outstanding preferred stock, including
the PRIDES, the preference share terms 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. See "International
Holding Company Structure," "Restrictions in Debt Agreements" and "Other
Restrictive Agreements" above.
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 and a 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
services to be provided pursuant to the Services Agreement include, among
other things, strategic advice and planning and financial services
(including advice and assistance with respect to acquisitions); assistance
in operational matters; participation in group insurance programs; and
guarantees of indebtedness of the Company or other forms of credit
enhancements. 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 party of obtaining a bank letter of
credit in the amount of such guarantee. The party allocating its costs will
consider the salaries or other compensation payable to directors, officers
and employees actually providing services, out-of-pocket costs, the cost of
obtaining substantially equivalent services from a third party and other
factors as may be deemed appropriate. 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.
In addition, Hollinger Inc. and The Telegraph are parties to a
separate services agreement under which The Telegraph bears two-thirds of
the cost of the office of the Chairman incurred by Hollinger Inc. as long
as Mr. Black remains Chairman of the Board of The Telegraph, and requires
that other services will be provided at cost, including the arrangement of
insurance, assistance in the arrangement of financing and assistance and
<PAGE>
advice on acquisitions, dispositions and joint venture arrangements.
Hollinger Inc. has assigned its rights and obligations under The Telegraph
services agreement to the Company and Publishing on May 9, 1996 with the
consent of The Telegraph.
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
European Community, Australia and New Zealand (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. Hollinger Inc.,
with the consent of the Company, assigned its rights and obligations under
the Business Opportunities Agreement to a wholly owned subsidiary on
September 22, 1997.
USE OF PROCEEDS
The Company will not receive any proceeds from the Optional or
Mandatory exchange of HCPH Special Shares for Class A Common Stock.
However, the Company will receive and hold all such HCPH Special Shares
surrendered for exchange, thereby increasing its equity ownership of HCPH.
BACKGROUND AND PLAN OF DISTRIBUTION
Southam Bid and Southam-Linked Debenture Bid
On May 15, 1997 HCPH offered to purchase all of the common shares of
Southam Inc. (the "Southam Bid"), not already owned by HCPH for $23.50
(Cdn.) payable as $13.50 (Cdn.) in cash and by the issuance of one HCPH
Special Share. Upon the closing of the Southam Bid on July 7, 1997, HCPH
issued 6,552,445 HCPH Special Shares. On July 29, 1997 Hollinger Inc.
invited the holders of its 7.00% Southam-Linked Convertible Debentures due
November 1, 1998 (the "Southam-Linked Debentures") to exchange their
Southam-Linked Debentures for, at the option of the holder (i) $1,342.86
(Cdn.) in cash per $1,000 principal amount of the Southam-Linked
Debentures, plus accrued and unpaid interest of $23.59 (Cdn.); or (ii)
$771.43 (Cdn.) in cash and 57.143 HCPH Special Shares per $1,000 principal
amount of Debentures, plus accrued and unpaid interest of $23.59 (Cdn.).
Upon the closing of the Southam Linked Debenture Bid on September 3, 1997,
HCPH issued 4,146,107 HCPH Special Shares.
In conjunction with the Southam Bid and the Southam-Linked Debenture
Bid HCPH and the Company entered into an Exchange Indenture, dated July 18,
1997, among HCPH, the Company and Montreal Trust Company of Canada (the
"Exchange Indenture"). Pursuant to the terms of the Exchange Indenture, set
forth below, the HCPH Special Shares will be exchanged for shares of the
Class A Common Stock of the Company either automatically on the Mandatory
Exchange Date (as defined below) or at the option of the holder on any
Optional Exchange Date (as defined below).
Mandatory Exchange
Under the Exchange Indenture, subject to the cash payment option
described below, the HCPH Special Shares will be exchanged automatically
for the Mandatory Exchange Number (defined below) the earlier of June 26,
2000, or the date on which an Acceleration Event first occurs (the
"Mandatory Exchange Date"). An Acceleration Event occurs upon (i) the
insolvence, bankruptcy, liquidation, dissolution or winding up of HCPH, the
Company or Hollinger International Publishing; (ii) a payment default under
the second amended and Restated Credit Agreement, dated April 7, 1997
among, HCPH, Hollinger International Publishing and certain financial
institutions, as may be amended or supplemented from time to time (the
"Bank Credit Facility") or default in payment (after the expiration of any
cure or grace period) of the principal of or interest
<PAGE>
on any other indebtedness of HCPH, the Company or Hollinger International
Publishing, which, in the aggregate, exceeds U.S.$25,000,000 ("Material
Indebtedness"); or (iii) the acceleration of the maturity of indebtedness
of HCPH or Hollinger International Publishing under the Bank Credit
Facility upon any Event of Default thereunder or of any Material
Indebtedness.
The "Mandatory Exchange Number" will be calculated as of the Mandatory
Exchange Date as (i) the "Base Amount" calculated as U.S.$8.88 less the
amount of any dividends which have been paid per share on the HCPH Special
Shares, divided by (ii) 95% of the then Current Market Price of Class A
Common Stock. The "Current Market Price" on any particular date means the
weighted average trading price of the Class A Common Stock on the NYSE for
the 20 consecutive trading days ending on the 14th day preceding such date.
Not later than 14 days and not earlier than 30 days prior to the
Mandatory Exchange Date the Company shall send to the holders of the HCPH
Special Shares (the "Holders") and to the Montreal Trust Company of Canada
(the "Trustee") an exchange notice (the "Mandatory Exchange Notice")
together with an exchange form (the "Exchange Form"). In order to receive
certificates representing the Class A Common Stock and cash, if any, to
which any Holder is entitled pursuant to the Mandatory Exchange, the Holder
must surrender to the Trustee, at any time on or after the Mandatory
Exchange Date, the HCPH Special Share certificate(s) evidencing the HCPH
Special Shares, together with the Exchange Form duly completed and executed
by the Holder. Whether or not a Holder has surrendered the certificate(s)
evidencing his HCPH Special Shares, on and as of the Mandatory Exchange
Date each Holder shall be deemed to have transferred his HCPH Special
Shares to the Company and shall have no rights as a shareholder of HCPH.
Optional Exchange
Subject to the cash payment option described below, each HCPH Special
Share will be exchangeable at the option of the holder (an "Optional
Exchange") at any time between December 23, 1997 and June 26, 2000 (the
"Optional Exchange Date") for the following number (each, an "Exchange
Ratio") of Class A Common Stock:
Number of Shares of
Date of Optional Exchange Class A Common Stock
After December 23, 1997 but on or before June 23, 1998.... 0.510
Thereafter but on or before December 23, 1998............. 0.530
Thereafter but on or before June 23, 1999................. 0.550
Thereafter but on or before December 23, 1999............. 0.570
Thereafter but on or before June 8, 2000.................. 0.590
Thereafter but before June 26, 2000....................... 0.602
To exercise an Optional Exchange the Holder must deposit with the
Trustee at its stock and bond transfer department in its principal stock
transfer office in the Cities of Toronto, Montreal or Vancouver (or at such
additional place or places as may be decided by the Company from time to
time with the approval of the Trustee), or mail to the Trustee at its stock
and bond transfer department in the Trustee's principal stock transfer
office in the City of Toronto, the HCPH Special Share Certificate(s)
evidencing his HCPH Special Shares, together with an Exchange Form duly
competed and executed. The Exchange Form must specify the person or persons
in whose name or names the Shares of Class A Common Stock are to be
registered, his or their address or addresses and the number of Shares of
Class A Common Stock to be issued to each person. If any of the Class A
Common Stock are to be issued to a person or persons other than the Holder,
the Holder's signature shall be guaranteed by a Canadian chartered bank, by
a trust company that is a member of the Trust Companies Association of
Canada, by a member firm of the Toronto Stock Exchange or of the Montreal
Exchange, or by a member of the National Association of Securities Dealers
of the United States and the Holder shall pay to the Trustee all requisite
stamp or security transfer taxes or other governmental charges exigible in
connection with the issue of such Class A Common Stock to such other person
or persons or shall establish to the satisfaction of the Trustee that such
taxes and charges have been paid.
Cash Payment Option
<PAGE>
The Company will have the option, in lieu of issuing all or any of the
Class A Common Stock on the Mandatory Exchange or any Optional Exchange, to
make a cash payment in U.S. dollars equal to (i) in the case of a Mandatory
Exchange, that portion of the Base Amount for each HCPH Special Share
specified by the Company in the Mandatory Exchange Notice given at least
two weeks prior to the Mandatory Exchange Date, and (ii) in the case of an
Optional Exchange, the price per share for the last trade of a board lot on
the NYSE prior to the date of the Optional Exchange of all or such portion
of the Class A Common Stock to be exchanged as is specified by the Company
by notice to the Trustee within three business days after the date of the
Optional Exchange.
Certain Other Provisions Relating both Mandatory Exchanges and
Optional Exchanges
The Company shall send or cause to be sent to each Holder as soon as
practicable and in any event within 10 Business Days after an Optional
Exchange Date or, in the case of a Mandatory Exchange, the surrender of his
HCPH Special Share Certificate(s) and duly completed Exchange Form (i) a
certificate or certificates for the Class A Common Stock to which the
Holder is entitled; or (ii) if the Company has elected to satisfy all or
any part of its obligations upon the exchange of HCPH Special Shares by the
payment of cash, that amount of cash payable or that combination of cash
and certificates for Class A Common Stock to which the Holder is entitled.
In lieu of delivering a fraction of a share of Class A Common Stock,
the Company shall make a cash payment in Canadian dollars equal to the
fraction of the Class A Common Stock multiplied by (i) in the case of a
Mandatory Exchange, the Base Amount and (ii) in the case of an Optional
Exchange, the price per share for the last trade of a board lot of Class A
Common Stock on the NYSE prior to the Optional Exchange Date, in each case
rounded up to the nearest whole cent.
The Company shall satisfy its obligations on a Mandatory Exchange or
Optional Exchange without withholding any tax.
In connection with the foregoing, the Company and HCPH will enter into
arrangements with Hollinger Inc. pursuant to which Hollinger Inc. will
provide to the Company a number of shares of Class A Common Stock equal to
the number of shares, if any, that the Company may be required to deliver
upon the exercise of exchange rights.
CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
TO HOLDERS OF CLASS A COMMON STOCK
Consequences of Retraction to U.S. Holders of HCPH Special Shares
It is anticipated that a U.S. Holder of HCPH Special Shares will
recognize gain or loss on the exchange of the HCPH Special Shares in
exchange for either cash or Class A Common Stock. Such gain or loss will be
equal to the difference between the fair market value of the Class A Common
Stock at the time of the exchange (together with any cash received in the
exchange) and the U.S. Holder's tax basis in the HCPH Special Shares. The
gain or loss will be capital gain or loss, except that, with respect to any
declared but unpaid dividends on the HCPH Special Shares, ordinary income
may be recognized by the holder thereof. Capital gain or loss will be
long-term capital gain or loss if the HCPH Special Shares have been held
for more than one year at the time of the exchange. The U.S. Holder will
take as its tax basis in the Class A Common Stock the fair market value of
the Class A Common Stock at the time of the exchange. The holding period of
the Class A Common Stock received by the U.S. Holder in the exchange will
begin on the day after the U.S. Holder receives the Class A Common Stock.
For U.S. federal income tax purposes, gain realized on the retraction
of HCPH Special Shares for common shares generally will be treated as U.S.
source gain, except that, under the terms of the Canada-United States
Income Tax Convention, such gain may be treated as sourced in Canada. Any
Canadian tax imposed on the exchange will be available as a credit against
U.S. federal income taxes, subject to applicable limitations. a U.S. Holder
that is ineligible for a foreign tax credit with respect to any Canadian
tax paid may be entitled to a deduction therefor in computing U.S. taxable
income.
<PAGE>
U.S. Federal Income Tax Consequences to No-United States Holders
The following is a general discussion of certain United States federal
income and estate tax consequences of the purchase, ownership and
disposition of Class A Common Stock by a holder that, for United States
federal tax purposes, is not a "United States person" (a "Non-United States
Holder"). For purposes of this discussion, a "United States person" means
any person or entity which is (a) a citizen or resident of the United
States, (b) a corporation created or organized in or under the laws of the
United States or of any political subdivision thereof or (c) an estate or
Trust that is subject to United States federal taxation on its income
regardless of its source. This summary does not address all United States
federal income and estate tax considerations that may be relevant to a
Non-United States Holder in light of its particular circumstances or to
certain Non-United States Holders that may be subject to special treatment
under United States federal tax laws (i.e., insurance companies, tax-exempt
organizations, financial institutions or broker-dealers). Furthermore, this
summary does not discuss any aspects of foreign, state or local taxation.
This summary is based on current provisions of the Internal Revenue Code,
existing, temporary and proposed United States Treasury regulations
promulgated thereunder and administrative and judicial interpretations
thereof, all of which are subject to change, possibly with retroactive
effect. Each prospective Non-United States Holder is advised to consult its
tax advisor with respect to the tax consequences of purchasing, owning and
disposing of Class A Common Stock.
Dividends
Dividends paid to a Non-United States Holder will generally be subject
to withholding of United States Federal income tax at the rate of 30%
unless the dividend is effectively connected with the conduct of a trade or
business within the United States by the Non-United States Holder, in which
case the dividend will be subject to the United States Federal income tax
on net income that applies to United States persons (and, with respect to
corporate holders and under certain circumstances, a 30% branch profits
tax). Non-United States Holders should consult any applicable income tax
treaties, which may provide for reduced withholding or other rules
different from those described above. a Non-United States Holder may be
required to satisfy certain certification requirements in order to claim
treaty benefits or to otherwise claim a reduction of or exemption from
withholding under the foregoing rules.
Under current United States treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of
such country for purposes if the withholding discussed above (unless the
payer has knowledge to the contrary), and, under the current interpretation
of United States Treasury regulations, for purposes of determining the
applicability of a tax treaty rate. Under recently proposed United States
Treasury regulations (the "Proposed Regulations"), not currently in effect,
however, a Non-United States Holder of Class A Common Stock who wishes to
claim the benefit of an applicable treaty rate would be required to satisfy
applicable certification and other requirements. The Proposed Regulations
are proposed to be effective for payments made after December 31, 1997.
There can be no assurance that the Proposed Regulations will be adopted or
what the provisions will include if and when adopted in temporary or final
form. Certain certification and disclosure requirements must be complied
with in order to be exempt from withholding under the effectively connected
income exemption discussed above.
a Non-United States Holder of Class A Common Stock that is eligible
for a reduced rate of United States tax withholding pursuant to an income
tax treaty may obtain a refund of any excess amounts currently withheld by
filing an appropriate claim for refund with the Internal Revenue Service.
Sale or Disposition of Class A Common Stock
A Non-United States Holder generally will not be subject to United
States federal income tax on any gain recognized on the sale or other
disposition of Class A Common Stock unless (i) (a) the gain is effectively
connected with a trade or business of the Non-United States Holder in the
United States or (b) if a tax treaty applies, the gain is attributable to a
United States permanent establishment of the Non-United States Holder; (ii)
in the case of a Non-United States Holder who is an individual and holds
the Class A Common Stock as a capital asset, such holder is present in the
United States for 183 or more days in the taxable year of the disposition
and either (a) has a "tax home" for United States federal income tax
purposes in the United States or (b) has an office or other fixed place of
business in the United States to which the gain is attributable; (iii) the
Non-United States Holder is subject to tax pursuant to the provisions of
United States federal income tax laws applicable to certain United States
expatriates; or (iv)(a) the Company is or has been a "U.S. real property
holding corporation" for United States federal income tax purposes at any
time during the five-year period ending on the date of the disposition, or,
if shorter, the period during which the Non-United States
<PAGE>
Holder held the Class A Common Stock, and (b) assuming that the Class A
Common Stock continues to be "regularly traded on an established securities
market" for tax purposes, the Non-United States Holder holds, directly or
indirectly, at any time during the five-year period ending on the date of
disposition, more than 5% of the outstanding Class A Common Stock. The
Company believes it is not currently a U.S. Real property holding
corporation and does not anticipate becoming such a corporation.
If an individual Non-United States Holder falls under clause (i)
above, such individual generally will be taxed on the net gain derived from
a sale under regular graduated United States federal income tax rates. If
an individual Non-United States Holder falls under clause (ii) above, such
individual generally will be subject to a flat 30% tax on the gain derived
from a sale, which may be offset by certain United States capital losses
(notwithstanding the fact that such individual is not considered a resident
of the United States). Thus, NonUnited States Holders who have spent (or
expect to spend) 183 days or more in the United States in the taxable year
in which they contemplate a sale of Class A Common Stock are urged to
consult their tax advisors as to the tax consequences of such sale.
If a Non-United States Holder that is a foreign corporation falls
under clause (i) above, it generally will be taxed on its net gain under
regular graduated United States federal income tax rates. Effectively
connected gains realized by a Non-United States corporation may also, under
certain circumstances, be subject to an additional "branch profits tax" at
a 30% rate or such lower rate as may be specified by an applicable income
tax treaty.
Backup Withholding and Reporting Requirements
The Company must report annually to the Internal Revenue Service and
to each Non-United States Holder the amount of dividends paid to, and the
tax withheld with respect to, such holder, regardless of whether any tax
was actually withheld. This information may also be made available to the
tax authorities in the NonUnited Sates Holder's country of residence.
Under current law, United States backup withholding (which generally
is imposed at a 31% rate) generally will not apply to (i) the payment of
dividends paid on Class A Common Stock to a Non-United States Holder at an
address outside the United States or (ii) the payment of the proceeds of a
sale of Class A Common Stock to or through the foreign office of a broker.
However, under the Proposed Regulations, dividend payments may be subject
to information reporting and backup withholding unless applicable
certification requirements are satisfied. In the case of the payment of
proceeds from such a sale of Class A Common Stock through a foreign office
of a broker that is a United States person or a "U.S. related person,"
however, information reporting (but not backup withholding) is required
with respect to the payment unless the broker has documentary evidence in
its files that the owner is a Non-United States Holder (and has no actual
knowledge to the contrary) and certain other requirements are met or the
holder otherwise establishes an exemption. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for United States
federal income tax purposes or (ii) a foreign person 50% or more of whose
gross income from all sources for the three-year period ending with the
close of its taxable year preceding the payment (or for such part of the
period that the broker has been in existence) is derived from activities
which are effectively connected with the conduct of a United States trade
or business. The payment of the proceeds of a sale of shares of class A
Common Stock to or through a United States office of a broker is subject to
information reporting and possible backup withholding at a rate of 31%
unless the holder certifies, among other things, its non-United States
status under penalties or perjury or otherwise establishes an exemption.
Backup withholding is not an additional tax. Amounts withheld under
the backup withholding rules are generally allowable as refund or credit
against such Non-United States Holder's United States federal income tax
liability, if any, provided that the required information is furnished to
the Internal Revenue Service.
Federal Estate Taxes
Class A Common Stock owned or treated as owned by an individual who is
not a citizen or resident of the United States (as defined for United Sates
federal estate tax purposes) at the time of death with be included in such
individual's gross estate for United States federal estate tax purposes
unless an applicable estate tax treaty provides otherwise.
THE FOREGOING DISCUSSION IS A SUMMARY OF THE PRINCIPAL UNITED STATES
FEDERAL INCOME AND ESTATE TAX CONSEQUENCES OF THE RETRACTION TO U.S.
HOLDERS AND OF THE OWNERSHIP, SALE OR OTHER DISPOSITION OF CLASS A COMMON
STOCK BY NON-UNITED STATES HOLDERS. ACCORDINGLY, INVESTORS ARE URGED TO
<PAGE>
CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF CLASS A COMMON STOCK,
INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, LOCAL
FOREIGN OR OTHER TAXING JURISDICTION.
LEGAL MATTERS
Certain legal matters in connection with the shares of Class A Common
Stock offered hereby will be passed upon for the Company by Kenneth L.
Serota, Vice President Law and Finance of the Company.
EXPERTS
The consolidated financial statements of Hollinger International Inc.
and subsidiaries as of December 31, 1996 and 1995, and for each of the
years in the three-year period ended December 31, 1996, incorporated by
reference herein from the Company's 1996 Form 10-K, have been incorporated
by reference in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO ================================
GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, HOLLINGER INTERNATIONAL INC.
IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE Class A Common Stock
RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES ----------------------
NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY PROSPECTUS
ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR ----------------------
AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY October 6, 1997
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
Page
Available Information............. 2
Incorporation of Certain Documents
by Reference...................... 2
The Company....................... 3
Risk Factors...................... 3
Use of Proceeds................... 6
Background and Plan of
Distribution...................... 6
Certain United States Federal Tax
Consequences to Non-United States
Holders of Class A Common Stock... 8
Legal Matters..................... 11
Experts........................... 11
- -------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be paid by Hollinger Inc., Ontario Limited,
Canada Limited and/or the Company in connection with the distribution of
the securities being registered, other than underwriting discounts and
commissions, are as follows:
Securities and Exchange Commission Filing $18, 216
Fee.............................................
*Legal Fees and Expenses........................ $100,000
*Printing Expenses.............................. $30,000
*Miscellaneous Expenses......................... $1,784
----------
Total $150,000
--------------------
*Estimated.
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>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are filed as part of this
registration statement:
Exhibit
Number Description
- -------- ----------------------------------------------------
4.01 Exchange Indenture, dated July 17, 1997, among Hollinger
Canadian Publishing Inc., Hollinger International and
Montreal Trust Company of Canada *
4.02 Specimen certificate evidencing Class A Common Stocks
(filed as Exhibit 4.1 to Registration Statement on
Form S-1 (No. 33-74980))
5.01 Opinion of Kenneth L. Serota
23.01 Consent of Kenneth L. Serota (included in Exhibit 5.01)
23.02 Consent of KPMG Peat Marwick LLP *
24.01 Powers of Attorney *
- --------------------
* Previously filed.
<PAGE>
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; and
(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.
(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.
<PAGE>
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 to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on October 3, 1997.
HOLLINGER INTERNATIONAL INC.
By: /s/ KENNETH L. SEROTA
---------------------
Name: Kenneth L. Serota
Title: Vice President Law
& Finance
Pursuant to the requirements of the Securities Act of 1933, this to
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Chairman of the Board, Chief October 3, 1997
- ---------------------
Conrad M. Black Executive Officer and Director
(Principal Executive Officer)
* President, Chief Operating Officer October 3, 1997
- --------------------- and Director
F. David Radler
* Vice President and Chief Financial October 3, 1997
- --------------------- Officer (Principal Financial Officer)
J. A. Boultbee
* Group Corporate Controller October 3, 1997
- --------------------- (Principal Accounting Officer)
Frederick A. Creasey
* Director October 3, 1997
- ---------------------
Barbara Amiel Black
* Director October 3, 1997
- ---------------------
Dwayne O. Andreas
Director
- ----------------------
Richard Burt
Director
- ----------------------
Raymond G. Chambers
* Director October 8, 1997
- ---------------------
Daniel W. Colson
* Director October 3, 1997
- ---------------------
Henry A. Kissinger
* Director October 3, 1997
- ---------------------
Marie-Josee Kravis
Directory
- ----------------------
Shmuel Meitar
* Director October 3, 1997
- ----------------------
Richard N. Perle
<PAGE>
Signature Title Date
--------- ----- ----
* Director October 3, 1997
- ---------------------
Robert S. Strauss
Directory
- ---------------------
Alfred Taubman
* Director October 3, 1997
- ---------------------
James R. Thompson
* Director October 3, 1997
- ---------------------
Lord Weidenfeld
Director
- ---------------------
Leslie H. Wexner
* By: /s/ KENNETH L. SEROTA
Kennth L. Serota
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- ----------------------------------------------------
4.01 Exchange Indenture, dated July 17 1997, among Hollinger
Canadian Publishing Inc., Hollinger International and
Montreal Trust Company of Canada *
4.02 Specimen certificate evidencing Class A Common Stocks (filed
as Exhibit 4.1 to Registration Statement on Form S-1 (No.
33-74980))
5.01 Opinion of Kenneth L. Serota
23.01 Consent of Kenneth L. Serota (included in Exhibit 5.01)
23.02 Consent of KPMG Peat Marwick LLP *
24.01 Powers of Attorney *
- --------------------
* Previously filed.
[Letterhead of]
Hollinger International Inc.
October 1, 1997
Board of Directors
Hollinger International Inc.
401 North Wabash Avenue
Chicago, Illinois 60611
Hollinger International Inc.
Ladies and Gentlemen:
I am Vice President-Law and Finance and Secretary for Hollinger
International Inc., a Delaware corporation (the "Issuer"), in connection
with the Registration Statement on Form S-3 (the "Registration Statement")
being filed by the Issuer with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the exchange by the Issuer of shares of Class A
Common Stock par value $.01 per share (the "Class A Common Stock") upon the
exchange by holders of the Non-Voting Special Shares issued by its
subsidiary, Hollinger Canadian Publishing Inc.
In connection with the foregoing, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have deemed
necessary or appropriate for the purposes of this opinion, including (a)
the Restated Certificate of Incorporation of the Issuer, as amended, (b)
the By-laws of the Issuer, as amended, (c) certain resolutions of the Board
of Directors of the Issuer and (d) the Registration Statement.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, I am of opinion that:
1. Based solely on a certificate from the Secretary of State of
Delaware, the Issuer is a corporation validly existing and
in good standing under the laws of the State of Delaware.
2. Each share of Class A Common Stock has been duly and validly
authorized, and when issued and delivered to and paid for in
accordance with the terms
<PAGE>
of the Non-Voting Special Shares, will be validly
issued, fully paid and nonassessable.
I am aware that I am referred to under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement,
and I hereby consent to such use of my name therein and the filing of this
opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/KENNETH L. SEROTA
--------------------
Kenneth L. Serota
Vice President - Law and
Finance and Secretary
