UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)
Hollinger International Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
435569 10 8
(CUSIP Number)
Charles G. Cowan, Q.C.
Vice-President and Secretary
Hollinger Inc.
10 Toronto Street
Toronto, Ontario
Canada M5C 2B7
(416) 363-8721
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), (f) or (g), check the
following box / /.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act.
<PAGE>
Page 2 of 12 Pages
Schedule 13D/A
1. NAME OF REPORTING PERSON HOLLINGER INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON -------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
----------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
----------
7. SOLE VOTING POWER 53,809,235
NUMBER OF SHARES ----------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235
----------
10. SHARED DISPOSITIVE POWER 0
----------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 53,809,235
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.8%
----------
14. TYPE OF REPORTING PERSON HC
----------
<PAGE>
Page 3 of 12 Pages
Schedule 13D/A
THE RAVELSTON
1. NAME OF REPORTING PERSON CORPORATION LIMITED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
----------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
----------
7. SOLE VOTING POWER 53,809,235
NUMBER OF SHARES ----------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235
----------
10. SHARED DISPOSITIVE POWER 0
----------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 53,809,235
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.8%
----------
14. TYPE OF REPORTING PERSON HC
----------
<PAGE>
Page 4 of 12 Pages
Schedule 13D/A
1. NAME OF REPORTING PERSON CONRAD M. BLACK
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS 00
----------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION CANADA
7. SOLE VOTING POWER 54,208,835
NUMBER OF SHARES ----------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
PERSON WITH 9. SOLE DISPOSITIVE POWER 54,208,835
----------
10. SHARED DISPOSITIVE POWER 0
----------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 54,208,835
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.2%
----------
14. TYPE OF REPORTING PERSON IN
----------
<PAGE>
Page 5 of 12 Pages
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
(Amendment No. 7)
This Schedule 13D, Amendment No. 7 (the "Amendment"), amends and
restates in their entirety Items 4, 5 and 7 of the Schedule 13D of the
filing persons dated October 20, 1995, as amended by Amendment No. 1
thereto dated February 7, 1996, Amendment No. 2 thereto dated March 7,
1996, Amendment No. 3 thereto dated June 17, 1996, Amendment No. 4 thereto
dated August 28, 1996, Amendment No. 5 thereto dated August 11, 1997 and
Amendment No. 6 thereto dated June 12, 1998.
Item 4. Purpose of Transaction.
Hollinger Inc. beneficially owns shares of both classes of the
Issuer's Common Stock and shares of Series C Preferred Stock representing
in the aggregate approximately 74% of the combined voting power of all
outstanding voting securities of the Issuer. As a result, Hollinger Inc. is
in a position to control the outcome of substantially all actions of the
Issuer requiring stockholder approval, including the election of the entire
Board of Directors of the Issuer. Subject to the fiduciary responsibilities
of the directors of the Issuer to all stockholders and the terms of certain
agreements defining the ongoing relationships between Hollinger Inc. and
the Issuer, Hollinger Inc., through its ability to control the outcome of
any election of directors, is able to direct the management policy,
strategic direction and financial decisions of the Issuer.
Ravelston effectively controls Hollinger Inc. through its direct
or indirect control or direction over 62.3% of the outstanding retractable
common shares of Hollinger Inc. The foregoing percentage includes Hollinger
Inc. retractable common shares held by Ravelston and by the following
direct and indirect subsidiaries of Ravelston: Argus Corporation Limited,
176264 Canada Limited, 2753430 Canada Limited, 176268 Canada Limited and
176295 Canada Limited. Conrad Black Capital Corporation holds 65.7% of the
common shares of Ravelston. Mr. Black is the sole shareholder and Chairman
of Conrad Black Capital Corporation.
By virtue of his control over Conrad Black Capital Corporation,
Mr. Black indirectly controls Ravelston and Hollinger Inc., and may be
deemed to possess indirect beneficial ownership of the Issuer's Class A
Common Stock owned directly or indirectly by such entities.
As a result of the performance of their duties as directors and
officers of the Issuer, certain directors and officers of Hollinger Inc.
and Ravelston, including Mr. Black, expect to have continually under
consideration various plans or proposals which may relate to or might
result in one or more of the matters described in paragraphs (a) through
(j), inclusive, of Item 4 of Schedule 13D. Any such plans or proposals
would, however, be subject to consideration and approval by the Board of
Directors of the Issuer.
As stockholders, the filing persons intend to periodically review
and evaluate the market for the Issuer's Common Stock, the Issuer's
business prospects and financial condition, general economic conditions and
other opportunities available to the filing persons. On the basis of such
periodic reviews and evaluations, the filing persons may, subject to
restrictions imposed by the agreements described in Item 6, determine to
increase or decrease their investment in the Issuer's Common Stock through
purchases, sales, gifts, or other means of acquisition or disposition. The
filing persons do not currently anticipate that any dispositions, if made,
would
<PAGE>
Page 6 of 12 Pages
reduce their beneficial ownership to less than 50% of the combined voting
power of the Issuer's outstanding voting securities.
Item 5. Interest in Securities of the Issuer.
Hollinger Inc. and Ravelston
(a) Amount Beneficially Owned: 53,809,235 shares of Class A Common
Stock; 59.8% (calculated pursuant to Rule 13d-3). Comprised of the
following: (i) 18,749,186 shares of Class A Common Stock held directly
by Hollinger Inc.; (ii) 10,746,073 shares of Class A Common Stock held
by NBCo, a wholly owned subsidiary of Hollinger Inc.; (iii) 14,990,000
shares of Class A Common Stock that may be acquired at any time by the
conversion of 14,990,000 shares of Class B Common Stock, 2,000,000 of
which are held by Hollinger Inc. and 12,990,000 of which are held by
NBCo; (iv) 7,052,465 shares of Class A Common Stock that may be
acquired at any time by the conversion of 829,409 shares of Series C
Preferred Stock held by Hollinger Inc. and NBCo; and (v) 2,271,511
shares of Class A Common Stock that may be acquired at any time by the
conversion of 330,949 shares of Series D Preferred Stock held by NBCo
(taking each share of Series D Preferred Stock at Cdn. $146.625 and
assuming an exchange rate of $1.00 per Cdn. $1.5259, as in effect on
September 30, 1998). The number of shares of Class A Common Stock into
which the Series D Preferred Stock may be converted will fluctuate
from time to time based on changes in the exchange rate. Through its
relationship with Hollinger Inc. described in Item 4, Ravelston may be
deemed to beneficially own all of the securities of the Issuer that
are held by Hollinger Inc. and its subsidiaries.
(b) Voting Power; Dispositive Power: Hollinger Inc. has the sole power
to vote or to direct the vote of and to dispose of or direct the
disposition of 53,809,235 shares of Class A Common Stock. Through its
relationship with Hollinger Inc. described in Item 4, Ravelston may
also be deemed to have the sole power to vote or to direct the vote of
these shares.
(c) Pursuant to the terms of letter agreements each dated September
30, 1998 (filed herewith as Exhibits 16-19), Hollinger Inc.
transferred (i) 18,995 shares of Series D Preferred Stock held by NBCo
(convertible at any time into Class A Common Stock) and 7 shares of
Class A Common Stock to Toronto Dominion (New York), Inc., (ii)
144,280 shares of Series D Preferred Stock held by NBCo (convertible
at any time into Class A Common Stock) and 3 shares of Class A Common
Stock to NMS Services, Inc., (iii) 100,996 shares of Series D
Preferred Stock held by NBCo (convertible at any time into Class A
Common Stock) and 2 shares of Class A Common Stock to First Chicago
Hedging Services Corporation and (iv) 144,280 shares of Series D
Preferred Stock held by NBCo (convertible at any time into Class A
Common Stock) and 3 shares of Class A Common Stock to Scotiabanc Inc.
Pursuant to retraction notices with respect to the retractable common
shares of Hollinger Inc., each dated October 1, 1998, on October 1,
1998, Hollinger Inc. transferred (i) 261,518 shares of Class A Common
Stock to Toronto-Dominion (New York), Inc., (ii) 2,615,188 shares of
Class A Common Stock to NMS Services, Inc., (iii) 1,830,631 shares of
Class A Common Stock to First Chicago Hedging Services Corporation and
(iv) 2,615,188 shares of Class A Common Stock to Scotiabanc Inc.
(d) Right to Receive Dividends or Proceeds: NBCo has the right to
receive the dividends from or the proceeds from the sale of the
securities which it holds. The shares of Class A Common Stock owned by
NBCo constitute 11.9% of the outstanding shares of Class A Common
Stock. The shares of Class B Common Stock and Series D Preferred Stock
held by
<PAGE>
Page 7 of 12 Pages
NBCo represent 86.7% and 100% of the outstanding shares of Class B
Common Stock and Series D Preferred Stock, respectively.
(e) Not applicable.
The amount and percentage of Class A Common Stock beneficially owned
by Hollinger Inc. and Ravelston exclude 399,600 shares of Class A Common
Stock beneficially owned by Mr. Black. Pursuant to Rule 13d-4, Hollinger
Inc. and Ravelston hereby expressly disclaim beneficial ownership of such
shares.
Directors and Executive Officers of Hollinger Inc. and Ravelston
(Other Than Mr. Black):
Except as set forth below, the directors and executive officers of
Hollinger and Ravelston (other than Mr. Black) do not beneficially own any
shares of Class A Common Stock.
Name Number of Shares of Class A Common
Stock Beneficially Owned(1)
Peter Y. Atkinson 18,750
Barbara Amiel Black(2) 5,000
J. A. Boultbee 48,250
Dixon S. Chant 35,000
Charles G. Cowan 23,500
F. David Radler(3) 112,100
(1) Includes shares subject to presently exercisable options or options
exercisable within 60 days of October 1, 1998 held by all directors and
executive officers of the Issuer under the Issuer's 1994 Stock Option Plan
and 1997 Stock Incentive Plan as follows: Peter Y. Atkinson 18,750 shares;
Mrs. Black 5,000 shares; Mr. Boultbee 48,250 shares; Mr. Chant 23,500
shares; Mr. Cowan 20,500 shares; and Mr. Radler 102,500 shares.
(2) Excludes 9,600 shares of Class A Common Stock which are held by Conrad
Black Capital Corporation, 14,990,000 shares of Class A Common Stock
issuable upon conversion of 14,990,000 shares of Class B Common Stock,
7,052,465 shares of Class A Common Stock into which 829,409 shares of
Series C Preferred Stock are convertible and 5,316,407 shares of Class A
Common Stock into which 739,500 shares of Series D Preferred Stock are
convertible, all of which are held by Hollinger Inc. and NBCo and as to
which Mr. Black may be deemed to have indirect beneficial ownership. Also
excludes 399,600 shares of Class A Common Stock beneficially owned by Mr.
Black. Mrs. Black disclaims beneficial ownership of all such securities.
(3) Includes 9,600 shares of Class A Common Stock held by F. D. Radler
Ltd., 200 shares of Class A Common Stock by Mr. Radler's wife, 200 shares
of Class A Common Stock held by one daughter, and 200 shares of Class A
Common Stock held by another daughter, and as to which Mr. Radler may be
deemed to have indirect beneficial ownership. Mr. Radler disclaims
beneficial ownership of the Class A Common Stock held by his wife and
daughters.
Mr. Black
(a) Amount Beneficially Owned: 54,208,835 shares of Class A Common
Stock; 60.2% of class (calculated pursuant to Rule 13d-3). Comprised
of the following: (i) 53,809,235 shares of Class A Common Stock
beneficially owned by Hollinger Inc. and Ravelston; (ii) 9,600 shares
of Class A Common Stock held by Conrad Black Capital Corporation; and
(iii) 390,000 shares of Class A Common Stock that may be acquired by
Mr. Black upon the exercise of all outstanding options held by him,
whether or not presently exercisable or exercisable within 60 days of
October 1, 1998.
<PAGE>
Page 8 of 12 Pages
(b) Voting Power; Dispositive Power: Through his relationships with
Hollinger Inc., Ravelston and Conrad Black Capital Corporation
described in Item 4, Mr. Black may be deemed to have the sole power to
vote or to direct the vote and to dispose of or direct the disposition
of 53,809,235 shares of Class A Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 7. Materials to Be Filed as Exhibits.
Exhibit No. Description
1 Joint Filing Agreement dated October 20, 1995, among Hollinger
Inc., The Ravelston Corporation Limited and The Hon. Conrad M.
Black, P.C., O.C. (individually and on behalf of Conrad Black
Capital Corporation).
2 Share Exchange Agreement dated as of July 19, 1995 between
American Publishing Company and Hollinger Inc. (incorporated by
reference to the definitive proxy statement of the Issuer dated
September 28, 1995).
3 UniMedia Class A Stock Purchase Agreement dated as of April 18,
1997 among Hollinger Inc., UniMedia Holding Company and Hollinger
International Inc.
4 UniMedia Class B Stock Purchase Agreement dated as of April 18,
1997 among Hollinger Inc., UniMedia Holding Company and Hollinger
International Inc.
5 Amended and Restated First Exchange Agreement dated as of July
21, 1997 among Hollinger Inc., UniMedia and Hollinger
International Inc.
6 Second Amended and Restated Second Exchange Agreement dated as of
July 21, 1997 among Hollinger Inc., UniMedia and Hollinger
International Inc.
7 Amended and Restated Term Sheet dated as of April 21, 1997
regarding loan facility and pledge of securities of the Issuer by
Hollinger Inc. in favor of the Canadian Imperial Bank of
Commerce.
8 Securities Pledge Agreement dated May 24, 1996 by 1159670 Ontario
Limited in favor of the Canadian Imperial Bank of Commerce.
9 Promissory Note dated September 3, 1997 made by Hollinger Inc. in
favor of Hollinger International Inc.
10 Limited Recourse Guarantee and Securities Pledge Agreement dated
September 3, 1997 between Hollinger International Inc. and
UniMedia Holding Company.
<PAGE>
Page 9 of 12 Pages
11 Exchange Agreement Providing for the Exchange of Non-Voting
Special Shares among 3396754 Canada Limited, Hollinger Canadian
Publishing Holdings Inc. and Hollinger International Inc. dated
September 3, 1997.
12 Letter agreement dated October 13, 1995 between Hollinger Inc.
and the Canadian Imperial Bank of Commerce.
13 Registration Rights Agreement dated February 29, 1996 among
Hollinger Inc., 1159670 Ontario Limited and certain lenders.
14 Letter agreement dated May 24, 1996 among Hollinger Inc.,
Hollinger International Inc., 1159670 Ontario Limited, 3184081
Canada Limited and the Canadian Imperial Bank of Commerce
(omitting Schedules A and B).
15 Letter agreement dated July 29, 1997, between Hollinger Inc.,
Hollinger International Inc. and Hollinger Canadian Publishing
Holdings Inc.
16 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and Toronto Dominion (New York), Inc.
17 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and Scotiabanc Inc.
18 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and First Chicago Hedging Services Corporation
19 Letter agreement dated September 30, 1998 among Hollinger Inc.,
Ravelston and NMS Services, Inc.
<PAGE>
Page 10 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete
and correct.
Dated: October 13, 1998
HOLLINGER INC.
By:
/s/ Charles G. Cowan
--------------------------
Charles G. Cowan, Q.C.
Vice-President and Secretary
THE RAVELSTON CORPORATION LIMITED
By:
/s/ Charles G. Cowan
-------------------------------
Charles G. Cowan, Q.C.
Vice-President and Secretary
By:
/s/ Conrad M. Black
--------------------------------
The Hon. Conrad M. Black, P.C.,
O.C., individually and on behalf
of Conrad Black Capital Corporation
Title: Chairman of Conrad Black
Capital Corporation
<PAGE>
Page 11 of 12 Pages
Exhibit Index
1 Joint Filing Agreement dated Incorporated by reference from
October 20, 1995 among Hollinger Exhibit 1 of Schedule 13D of Hollinger
Inc., The Ravelston Corporation Inc., Ravelston and Mr. Black (the
Limited and The Hon. Conrad M. "Reporting Persons") dated as of
Black, P.C., O.C. (individually October 20, 1995 with respect to their
and on behalf of Conrad Black deemed beneficial ownership of shares
Capital Corporation). of Hollinger International Inc. (the
"Schedule 13D").
2 Share Exchange Agreement dated as Incorporated by reference from
of July 19, 1995 between American Exhibit 2 of Schedule 13D.
Publishing Company and Hollinger
Inc. (incorporated by reference
to the definitive proxy statement
of the Issuer dated September 28,
1995).
3 UniMedia Class A Stock Purchase Incorporated by reference from
Agreement dated as of April 18, Exhibit 14 of Schedule 13D/A dated as
1997 among Hollinger Inc., of the Reporting Persons dated as of
UniMedia Holding Company and August 11, 1997 ("Amendment No. 5").
Hollinger International Inc.
4 UniMedia Class B Stock Purchase Incorporated by reference from
Agreement dated as of April 18, Exhibit 15 of Schedule 13D/A Amendment
1997 among Hollinger Inc., No. 5.
UniMedia Holding Company and
Hollinger International Inc.
5 Amended and Restated First Incorporated by reference from
Exchange Agreement dated as of Exhibit 16 of Schedule 13D/A Amendment
July 21, 1997 among Hollinger No. 5.
Inc., UniMedia and Hollinger
International Inc.
6 Second Amended and Restated Incorporated by reference from
Second Exchange Agreement dated Exhibit 17 of Schedule 13D/A Amendment
as of July 21, 1997 among No. 5.
Hollinger Inc., UniMedia and
Hollinger International Inc.
7 Amended and Restated Term Sheet Incorporated by reference from
dated as of April 21, 1997 Exhibit 7 of Schedule 13D/A of the
regarding loan facility and Reporting Persons dated as of June 12,
pledge of securities of the 1998 ("Amendment No. 6").
Issuer by Hollinger Inc. in favor
the Canadian Imperial Bank of
Commerce.
8 Securities Pledge Agreement dated Incorporated by reference from
May 24, 1996 by 1159670 Ontario Exhibit 9 of Schedule 13D/A of the
Limited in favor of the Canadian Reporting Persons dated as of
Imperial Bank of Commerce August 28, 1996 ("Amendment No. 4").
9 Promissory Note dated Incorporated by reference from
September 3, 1997 made by Exhibit 9 of Schedule 13D/A Amendment
Hollinger Inc. in favor of No. 6.
Hollinger International Inc.
<PAGE>
Page 12 of 12 Pages
10 Limited Recourse Guarantee and Incorporated by reference from
Securities Pledge Agreement dated Exhibit 10 of Schedule 13D/A Amendment
September 3, 1997 between No. 6.
Hollinger International Inc. and
UniMedia Holding Company.
11 Exchange Agreement Providing for Incorporated by reference from
the Exchange of Non-Voting Exhibit 11 of Schedule 13D/A Amendment
Special Shares among 3396754 No. 6.
Canada Limited, Hollinger
Canadian Publishing Holdings Inc.
and Hollinger International Inc.
dated September 3, 1997.
12 Letter agreement dated Incorporated by reference from
October 13, 1995 between Exhibit 4 of Schedule 13D/A
Hollinger Inc. and the Canadian Amendment No. 4.
Imperial Bank of Commerce.
13 Registration Rights Agreement Incorporated by reference from
dated February 29, 1996 among Exhibit 8 of Schedule 13D/A
Hollinger Inc., 1159670 Ontario Amendment No. 4.
Limited and certain lenders.
14 Letter agreement dated May 24, Incorporated by reference from
1996 among Hollinger Inc., Exhibit 11 of Schedule 13D/A
Hollinger International Inc., Amendment No. 4.
1159670 Ontario Limited, 3184081
Canada Limited and the Canadian
Imperial Bank of Commerce
(omitting Schedules A and B).
15 Letter agreement dated July 29, Incorporated by reference from
1997, between Hollinger Inc., Exhibit 11 of Schedule 13D/A
Hollinger International Inc. and Amendment No. 6.
Hollinger Canadian Publishing
Holdings Inc.
16 Letter agreement dated (filed herewith)
September 30, 1998 among
Hollinger Inc., Ravelston and
Toronto Dominion (New York), Inc.
17 Letter agreement dated (filed herewith)
September 30, 1998 among
Hollinger Inc., Ravelston and
Scotiabanc Inc.
18 Letter agreement dated (filed herewith)
September 30, 1998 among
Hollinger Inc., Ravelston and
First Chicago Hedging Services
Corporation
19 Letter agreement dated (filed herewith)
September 30, 1998 among
Hollinger Inc., Ravelston and NMS
Services, Inc.
EXHIBIT 99.16
[Letterhead of Hollinger]
September 30, 1998
Toronto Dominion (New York), Inc.
31 West 52nd Street
New York, NY 10019
Attention: Dan Kochav
Dear Sir:
This will confirm the terms of our agreement to sell to you
391,482 Class A Common Shares of Hollinger International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Hollinger
Inc. (the "Retractable Shares") transferred by The Ravelston Corporation
Limited or a wholly-owned subsidiary thereof to you, and/or the conversion
by you of Series D Preferred Shares of Hollinger International Inc. (the
"Preferred Stock") transferred by Hollinger Inc. or a wholly-owned
subsidiary thereof to you, as set out in the attached Schedule.
TERMS
1.Price U.S. $13.88 per Purchased Share (or
C$21.167 per Purchased Share) or
U.S. $5,433,770.16 (or C$8,286,499.49)
in aggregate to be paid as follows:
(a) C$6,197,731.75 in Canadian dollars
to Hollinger Inc. for the account
of The Ravelston Corporation
Limited on September 30, 1998; and
(b) U.S. $1,369,683.77 to Hollinger
Inc. on or about October 1, 1998.
2. Delivery of Share Share certificate(s) for
Certificates and 391,482 Purchased Shares will
Registration Particulars be delivered by 12:01 a.m. on
October 1, 1998 registered as
follows:
Toronto Dominion (New York), Inc.
31 West 52nd Street
New York, NY 10019
<PAGE>
To the extent the Purchased Shares are
to be delivered upon retraction of the
Retractable Shares or exchange of the
Preferred Stock, Hollinger Inc. will
take such action, at its sole cost and
expense, as may be necessary to cause
such Purchased Shares to be timely
delivered hereunder.
3. Title to Shares The Purchased Shares, Retractable Shares
and Preferred Stock will be delivered to
you free and clear of any charge, lien,
security interest or other encumbrance
of any nature.
4. Condition Our respective obligations to complete
the transaction are subject to execution
by you and Hollinger International Inc.
of a forward share purchase transaction
by no later than the close of business
on October 1, 1998.
5. Validity The Purchased Shares, Retractable Shares
and Preferred Stock will be duly
authorized, validly issued, fully paid
and non-assessable.
6. Legality The transactions contemplated hereby,
including the sale of the Purchased
Shares, the Retractable Shares and the
Preferred Stock to you and the
retraction of the Retractable Shares and
the exchange of the Preferred Stock for
Purchased Shares, have been approved by
all necessary corporate action on the
part of Hollinger Inc. and Hollinger
International Inc., will not breach or
result in a default under any charter
document of, or indenture, agreement or
instrument binding on, Hollinger Inc. or
Hollinger International Inc. and comply
with all laws and regulations (including
securities laws and regulations)
applicable to Hollinger Inc. or
Hollinger International Inc. This
agreement constitutes a valid, binding
and enforceable obligations of Hollinger
Inc.
<PAGE>
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
HOLLINGER INC.
By: /s/ John A. Boultbee
--------------------------
John A. Boultbee
THE RAVELSTON CORPORATION
LIMITED
By: /s/ John A. Boultbee
---------------------------
John A. Boultbee
<PAGE>
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
TORONTO DOMINION (NEW YORK), INC.
/s/ Laurel A. Brian
- ---------------------------------------
Signature of Authorized Representative
<PAGE>
SCHEDULE
Transferor Number, Issuer and Class Number of Purchased Shares
of Shares resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 18,995 shares of Series D 129,957
Preferred Stock of
Hollinger International
Inc.
The Ravelston 348,775 retractable 261,518
Corporation Limited common shares of
Hollinger Inc.
Hollinger Inc. Direct Transfer 7
EXHIBIT 99.17
[Letterhead of Hollinger]
September 30, 1998
Scotiabanc Inc.
Suite 2700
600 Peachtree Street N.E.
Atlanta, Georgia
Attention: William J.G. Brown
Dear Sir:
This will confirm the terms of our agreement to sell to you
3,602,305 Class A Common Shares of Hollinger International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Hollinger
Inc. transferred by The Ravelston Corporation Limited or a wholly-owned
subsidiary thereof, and/or the conversion by you of Series D Preferred
Shares of Hollinger International Inc. transferred by Hollinger Inc. or a
wholly-owned subsidiary thereof to, as set out in the attached Schedule.
TERMS
1. Price U.S. $13.88 per Purchased Share (or
C$20.88 per Purchased Share) or
U.S. $49,999.979.52 (or
C$75,221,869.19) in aggregate to be
paid as follows:
(a) C$61,977,317.50 in Canadian
dollars to Hollinger Inc. for
the account of The Ravelston
Corporation Limited on
September 30, 1998; and
(b) U.S. $8,803,667 to Hollinger
Inc. on or about October 1,
1998.
2. Delivery of Share Certificates Share certificate(s) for 3,602,305
and Registration Particulars Purchased Shares will be delivered on
October 1, 1998 as follows:
NMS Services, Inc.
c/o NationsBank Montgomery
Securities LLC
9 West 57th Street
New York, NY 10019
<PAGE>
3. Title to Purchased Shares The Purchased Shares will be
delivered to you free and clear of
any charge, lien, security interest
or other encumbrance of any nature.
4. Condition Our respective obligations to
complete the transaction are
subject to execution by you and
Hollinger International Inc. of a
forward share purchase transaction.
5. Validity The Purchased Shares will be duly
authorized, validly issued, fully
paid and non-assessable.
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
HOLLINGER INC.
By: /s/ John A. Boultbee
------------------------
John A. Boultbee
THE RAVELSTON CORPORATION
LIMITED
By: /s/ John A. Boultbee
-------------------------
John A. Boultbee
<PAGE>
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
NMS SERVICES, INC.
/s/ R. Kevin Beauregard
- --------------------------------------
Signature of Authorized Representative
<PAGE>
SCHEDULE
Transferor Number, Issuer and Class Number of Purchased Shares
of Shares resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 144,280 shares of Series 987,114
D Preferred Stock of
Hollinger International
Inc.
The Ravelston 3,487,750 retractable 2,615,188
Corporation common shares of
Limited Hollinger Inc.
Hollinger Inc. Direct Transfer 2
EXHIBIT 18
[Letterhead of Hollinger]
September 30, 1998
First Chicago Hedging Services Corporation
1 First National Plaza
Suite 629
Chicago, Illinois 60670-0629
Attention: Michael Phelan
Dear Sir:
This will confirm the terms of our agreement to sell to you
2,521,613 Class A Common Shares of Hollinger International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Hollinger
Inc. transferred by The Ravelston Corporation Limited or a wholly-owned
subsidiary thereof, and/or the conversion by you of Series D Preferred
Shares of Hollinger International Inc. transferred by Hollinger Inc. or a
wholly-owned subsidiary thereof, as set out in the attached Schedule.
TERMS
1. Price U.S. $13.88 per Purchased Share (or
C$21.03 per Purchased Share) or
U.S. $34,999,988.44 (or
C$53,024,982.49) in aggregate to be
paid as follows:
(a) C$43,384,122.25 in Canadian
dollars to Hollinger Inc. for
the account of The Ravelston
Corporation Limited on
September 30, 1998; and
(b) U.S. $6,363,605.24 to
Hollinger Inc. on or about
October 1, 1998.
2. Delivery of Share Certificates Share certificate(s) for 2,521,613
and Registration Particulars Purchased Shares will be delivered
on October 1, 1998 as follows:
First Chicago Hedging Services
Corporation
1 First National Plaza
Suite 629
Chicago, Illinois 60670-0629
3. Title to Purchased Shares The Purchased Shares will be
delivered to you free and clear of
any charge, lien, security interest
or other encumbrance of any nature.
<PAGE>
4. Condition Our respective obligations to
complete the transaction are
subject to execution by The First
National Bank of Chicago and
Hollinger International Inc. of a
forward share purchase transaction.
5. Validity The Purchased Shares will be duly
authorized, validly issued, fully
paid and non-assessable.
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
HOLLINGER INC.
By: /s/ John A. Boultbee
-------------------------
John A. Boultbee
THE RAVELSTON CORPORATION
LIMITED
By: /s/ John A. Boultbee
---------------------------
John A. Boultbee
<PAGE>
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
FIRST CHICAGO HEDGING SERVICES CORPORATION
/s/ Kelly C. Trescher
- ---------------------------------------
Signature of Authorized Representative
<PAGE>
SCHEDULE
Transferor Number, Issuer and Number of Purchased
Class of Shares Shares resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 100,996 shares of Series 690,980
D Preferred Stock of
Hollinger International
Inc.
The Ravelston 2,441,425 retractable 1,830,630
Corporation common shares of
Limited Hollinger Inc.
Hollinger Inc. Direct Transfer 2
EXHIBIT 19
[Letterhead of Hollinger]
September 30, 1998
NMS Services, Inc.
c/o NationsBank Montgomery Securities LLC
9 West 57th Street
New York, New York 10019
Attention: R. Kevin Beauregard
Dear Sir:
This will confirm the terms of our agreement to sell to you
3,602,305 Class A Common Shares of Hollinger International Inc. (the
"Purchased Shares"). The Purchased Shares will be received by you either
upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary
thereof, the retraction by you of retractable common shares of Hollinger
Inc. transferred by The Ravelston Corporation Limited or a wholly-owned
subsidiary thereof, and/or the conversion by you of Series D Preferred
Shares of Hollinger International Inc. transferred by Hollinger Inc. or a
wholly-owned subsidiary thereof, as set out in the attached Schedule.
TERMS
1. Price U.S. $13.88 per Purchased Share (or
C$20.88 per Purchased Share) or
U.S. $49,999,993.40 (or
C$75,199,990.07) in aggregate to be
paid as follows:
(a) C$61,977,317.50 in Canadian
dollars to Hollinger Inc. for
the account of The Ravelston
Corporation Limited on
September 30, 1998; and
(b) U.S. $8,791,675.28 to
Hollinger Inc. on or about
October 1, 1998.
2. Delivery of Share Share certificate(s) for 3,602,305
Certificates and Purchased Shares will be delivered on
Registration Particulars October 1, 1998 as follows:
Scotiabanc Inc.
Suite 2700
600 Peachtree Street N.E.
Atlanta, Georgia 30308
3. Title to Purchased Shares The Purchased Shares will be
delivered to you free and clear of
any charge, lien, security interest
or other encumbrance of any nature.
<PAGE>
4. Condition Our respective obligations to
complete the transaction are
subject to execution by you and
Hollinger International Inc. of a
forward share purchase transaction.
5. Validity The Purchased Shares will be duly
authorized, validly issued, fully
paid and non-assessable.
Please confirm your agreement with the terms set out above by
signing and returning to us a copy of this letter no later than 4:00 p.m.
on September 30, 1998.
HOLLINGER INC.
By: /s/ John A. Boultbee
---------------------------
John A. Boultbee
THE RAVELSTON CORPORATION
LIMITED
By: /s/ John A. Boultbee
----------------------------
John A. Boultbee
<PAGE>
Acceptance
The undersigned hereby confirms the agreement set out above on
September 30, 1998.
SCOTIABANC INC.
/s/ William R. Zarrett
- --------------------------------------
Signature of Authorized Representative
<PAGE>
SCHEDULE
Transferor Number, Issuer and Number of Purchased
Class of Shares Shares
resulting from
retraction/conversion
(if applicable)
504468 N.B. Inc. 144,280 shares of Series 987,114
D Preferred Stock of
Hollinger International
Inc.
The Ravelston 3,487,750 retractable 2,615,188
Corporation common shares of
Limited Hollinger Inc.
Hollinger Inc. Direct Transfer 3
