SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
January 22, 1999
(Date of Earliest event reported)
Hollinger International Inc.
(Exact name of registrant
as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-24004
(Commission File Number)
95-3518892
(I.R.S. Employer
Identification Number
401 North Wabash Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
(312) 321-2299
(Registrants' telephone number, including area code)
<PAGE>
The attached unaudited pro forma condensed financial
information is hereby filed as a supplement to
International's Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 1, 1999.
Item 7. Financial Statements and Exhibits
(c) Exhibits
7.2 Unaudited Pro Forma Consolidated Financial Information
of Hollinger International Inc.
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: March 30, 1999
HOLLINGER INTERNATIONAL INC.
by
/s/ Mark S. Kipnis
---------------------------
Name: Mark S. Kipnis
Title: Vice President - Law
and Secretary
EXHIBIT 7.2
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following set forth unaudited pro forma financial information
for Hollinger International Inc. (the "Company") as of and for the periods
noted. The pro forma condensed consolidated balance sheet as of
September 30, 1998, and the pro forma condensed consolidated statements of
operations for the nine months ended September 30, 1998 and for the year ended
December 31, 1997 reflect the acquisition of the 29.0% of the common shares of
Southam not already owned by the Company, the payment of a Cdn.$7.00 special
dividend by Southam and bank borrowings to finance the foregoing. The above
transactions have been reflected in the pro forma condensed consolidated
balance sheet as of September 30, 1998 set forth below assuming that the
transactions had been consummated as of that date and the pro forma condensed
consolidated statements of operations for the nine months ended September 30,
1998 and for the year ended December 31, 1997 assuming that the transactions
had been consummated as of January 1, 1997.
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HOLLINGER INTERNATIONAL INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1998
(IN THOUSANDS OF DOLLARS)
Proforma Adjustments
Historical DR. CR. Pro forma
ASSETS
Current assets:
Cash $91,468 $247,487(a) $364,648(c) $91,468
117,161(b)
Accounts receivable, net 256,052 256,052
Due from affiliates 34,576 34,576
Inventories 48,984 48,984
Other current assets 64,586 64,586
--------- ---------
Total current assets 495,666 495,666
Investments 147,876 147,876
Property, plant and equipment 619,716 5,223(c) 624,939
Intangible assets, net 1,849,817 243,717(c) 2,093,534
Other assets 106,574 106,574
--------- ---------
3,219,649 3,468,589
========= =========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Current installments
of long-term debt 6,294 6,294
Accounts payable 99,572 99,572
Accrued expenses 166,905 166,905
Income taxes payable 90,718 90,718
Deferred revenue 87,752 87,752
-------- --------
Total current liabilities 451,241 451,241
Long term debt, less
current installments 1,442,350 348,578(a) 1,908,089
117,161(b)
Other long-term liabilities 246,119 1,932(c) 248,051
-------- --------
Total liabilities 2,139,710 2,607,381
Minority interest 218,731 101,091 (a) -
117,640 (c)
Redeemable preferred stock 33,325 33,325
Total stockholders' equity
Convertible preferred stock 6,377 6,377
Common Stock 1,090 1,090
Additional paid-in capital 590,149 590,149
Accumulated other
comprehensive income-cumulative
foreign currency translation
adjustment (54,421) (54,421)
Retained Earnings 299,741 299,741
------- --------
842,936 842,936
Class A common stock in
treasury at cost (15,053) (15,053)
---------- ----------
827,883 827,883
------- -------
$3,219,649 $3,468,589
========== ==========
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HOLLINGER INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1998
(IN THOUSANDS OF DOLLARS)
Proforma Adjustments
Historical DR. CR. Pro forma
Operating revenues $1,619,443 $1,619,443
Operating costs and expenses 1,326,493 1,326,493
Infrequent items - -
Depreciation and amortization 86,194 4,570 (d) 90,764
---------- ---------
Operating income 206,756 202,186
Other income (expense):
Interest expense (78,384) 22,967 (e) (101,351)
Amortization of financing fees (4,599) (4,599)
Interest and dividend income 6,249 6,249
Other income 323,931 323,931
-------- --------
Total other income expense 247,197 224,230
Earnings before income taxes
and minority interest 453,953 426,416
Income taxes 193,985 9,187 (f) 184,798
Minority interest 78,189 78,189 (c) -
------- --------
Earnings before extraordinary
item 181,779 241,618
Extraordinary loss on debt
extinguishments (5,067) (5,067)
Net earnings $ 176,712 $ 236,551
========= =========
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HOLLINGER INTERNATIONAL INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS OF DOLLARS)
Proforma Adjustments
Historical DR. CR. Pro forma
Operating revenues $2,211,530 $2,211,530
Operating costs and expenses 1,783,995 1,783,995
Infrequent items 25,243 25,243
Depreciation and amortization 114,570 6,093 (d) 120,663
--------- ---------
Operating income 287,722 281,629
Other income (expense):
Interest expense (113,558) 30,622 (e) (144,180)
Amortization of financing fees (13,466) (13,466)
Interest and dividend income 9,924 9,924
Other income 73,527 73,527
--------- ---------
Total other income expense (43,573) (74,195)
Earnings before income taxes,
minority interest and
extraordinary item 244,149 207,434
Income taxes 93,655 12,249 (f) 81,406
Minority interest 45,973 45,973 (c) 0
------ -------
Net earnings $ 104,521 $ 126,028
========= =========
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(a) Represents payment by Southam of a special dividend of Cdn.$7.00 per share
and the incurrence by Southam of Cdn.$532,018,000 ($348,578,000) of
additional long-term debt to finance such payment. Of such amount, 71.0%
($247,487,000) was used to finance a portion of the purchase price of the
Southam common shares not owned. See notes (b) and (c). The remaining
$101,091,000 of the dividend reduces minority interest.
(b) Represents the borrowing of the additional Cdn.$178,817,000 ($117,161,000)
to purchase the remaining 29.0% of Southam for Cdn.$556,545,000
($364,648,000).
(c) Represents the acquisition of the remaining 29.0% interest in Southam as
follows:
(in thousands)
Purchase price $ 364,648
Balance of minority interest 117,640
Balance to be allocated $ 247,008
Allocated as follows:
Property plant and equipment $ 5,223
Intangible assets 243,717
Other long-term liabilities (1,932)
$ 247,008
(d) Represents additional amortization of $243,717,000 of intangibles
resulting from the acquisition of the 29.0% interest in Southam over
40 years.
(e) Represents increase in interest expense on long-term debt of $465,739,000
($348,578,000 plus $117,161,000) as a result of the additional debt
incurred to pay the Southam special dividends and to acquire the remaining
29.0% interest in Southam at 6.57%.
(f) Represents tax effect of pro forma adjustment at 40%.
