UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
May 13, 1999
(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>
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 52,462,144
NUMBER OF SHARES
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
PERSON WITH
9. SOLE DISPOSITIVE POWER 52,462,144
----------
10. SHARED DISPOSITIVE POWER 0
----------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 52,462,144
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.91%
-------------
14. TYPE OF REPORTING PERSON HC
------------
<PAGE>
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 52,492,946
NUMBER OF SHARES ----------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
9. SOLE DISPOSITIVE POWER 52,492,946
----------
10. SHARED DISPOSITIVE POWER 0
---------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 52,492,946
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.93%
----------
14. TYPE OF REPORTING PERSON HC
----------
<PAGE>
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 53,988,773
NUMBER OF SHARES ----------
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0
BY EACH REPORTING ----------
PERSON WITH 9. SOLE DISPOSITIVE POWER 53,988,773
----------
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 53,988,773
----------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / X /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.63%
----------
14. TYPE OF REPORTING PERSON IN
----------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
(Amendment No. 10)
This Schedule 13D, Amendment No. 10 (the "Amendment"), amends and
restates in their entirety Items 5, 6 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,
Amendment No. 6 thereto dated June 12, 1998, Amendment No. 7 thereto dated
October 13, 1998, Amendment No. 8 thereto dated October 13, 1998 and
Amendment No. 9 thereto dated February 22, 1999 (collectively, the
"Schedule 13D"). Capitalized terms used but not defined herein have the
meanings ascribed to such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Hollinger Inc. and Ravelston
(a) Amount Beneficially Owned: Hollinger Inc. beneficially owns
52,462,144 shares of Class A Common Stock, or 45.91% (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)
10,708,218 shares of Class A Common Stock held by 504468 NB Inc.
("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)
962,275 shares of Class A Common Stock that may be acquired at any
time by the conversion of 134,126 shares of Series E Preferred Stock
held by NBCo (taking each share of Series E Preferred Stock at Cdn.
$146.625 and assuming an exchange rate of U.S. $1.00 per Cdn.$1.4598,
as in effect on May 13, 1999). The number of shares of Class A Common
Stock into which the Series E Preferred Stock may be converted will
fluctuate from time to time based on changes in the exchange rate. The
Ravelston Corporation Limited ("Ravelston") may be deemed to
beneficially own 52,492,946 shares of Class A Common Stock, or 45.93%
(calculated pursuant to Rule 13d-3), comprised of the following: (i)
through its relationship with Hollinger Inc. (described in Item 4),
52,462,144 shares of Class A Common Stock beneficially owned by
Hollinger Inc.; and (ii) 30,802 shares of Class A Common Stock that
may be acquired at any time by the conversion of 66,963 Series II
Preference Shares of Hollinger Inc. held by Ravelston that are
exchangeable for shares of Class A Common Stock.
(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 52,462,144 shares of Class A Common Stock. Ravelston
may be deemed to have the sole power to vote or to direct the vote of
52,492,946 shares of Class A Common Stock, or 45.93% (calculated
pursuant to Rule 13d-3).
(c) Not applicable.
(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
<PAGE>
NBCo constitute 11.73% of the outstanding shares of Class A Common
Stock, excluding shares of Class A Common Stock into which the shares
of Class B Common Stock and Series E Preferred Stock held by NBCo are
convertible. The shares of Class B Common Stock and Series E Preferred
Stock held by NBCo represent 86.7% and 100% of the outstanding shares
of Class B Common Stock and Series E Preferred Stock, respectively.
(e) Not applicable.
The amount and percentage of Class A Common Stock beneficially owned
by Hollinger Inc. and Ravelston exclude 1,883,581 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)(2)
Peter Y. Atkinson 27,500
Barbara Amiel Black (3) 10,000
J. A. Boultbee 57,000
Dixon S. Chant (4) 42,500
Daniel W. Colson 156,221
Charles G. Cowan 26,000
F. David Radler (5) 388,751
Larry O. Spencer 150
(1) Includes shares subject to presently exercisable options or options
exercisable within 60 days of May 13, 1999 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: Mr. Atkinson 27,500 shares; Mrs.
Black 10,000 shares; Mr. Boultbee 57,000 shares; Mr. Chant 35,000; Mr.
Colson 22,500 shares; Mr. Cowan 26,000 shares; and Mr. Radler 114,000
shares.
(2) Includes 133,721 shares of Class A Common Stock that may be acquired on
conversion of 290,698 Series II Preference Shares of Hollinger Inc. held by
Mr. Colson that are exchangeable for shares of Class A Common Stock.
Includes 265,751 shares of Class A Common Stock that may be acquired on
conversion of 577,720 Series II Preference Shares of Hollinger Inc. held by
Mr. Radler that are exchangeable for shares of Class A Common Stock.
Includes 150 shares of Class A Common Stock that may be acquired on
conversion of 328 Series II Preference Shares of Hollinger Inc. held by Mr.
Spencer that are exchangeable for shares of Class A Common Stock.
(3) Excludes 9,600 shares of Class A Common Stock which are held by Conrad
Black Capital Corporation, 100 shares of Class A Common Stock which are
held by Conrad M. Black, 50 shares of Class A Common Stock which are held
by Mr. Black's son, 29,457,404 shares of Class A Common Stock beneficially
held by Hollinger Inc. and NBCo, 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 962,275 shares of Class A
Common Stock into which 134,126 shares of Series E Preferred Stock are
convertible, all of which are beneficially held by Hollinger Inc. and NBCo
and as to which Mr. Black may be deemed to have indirect beneficial
ownership. Excludes 30,802 shares of Class A Common Stock that may be
acquired upon conversion of 66,963 Series II Preference Shares of Hollinger
Inc. held by Ravelston that
<PAGE>
are exchangeable for shares of Class A Common Stock, and 741,077 shares of
Class A Common Stock that may be acquired upon conversion of 1,611,039
Series II Preference Shares of Hollinger Inc. held by Conrad M. Black that
are exchangeable for shares of Class A Common Stock, as to which Mr. Black
may be deemed to have beneficial ownership. Also excludes 635,000 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 May 13, 1999. Mrs. Black disclaims
beneficial ownership of all such securities.
(4) Includes 7,500 shares of Class A Common Stock which are held directly
by Mr. Chant.
(5) Includes 9,000 shares of Class A Common Stock held by F. D. Radler
Ltd., and excludes 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: 53,988,773 shares of Class A Common
Stock; 46.63% of class (calculated pursuant to Rule 13d-3). Comprised
of the following: (i) 52,492,946 shares of Class A Common Stock
beneficially owned by Hollinger Inc. or Ravelston; (ii) 9,600 shares
of Class A Common Stock held by Conrad Black Capital Corporation;
(iii) 100 shares of Class A Common Stock held directly by Conrad M.
Black; (iv) 50 shares of Class A Common Stock held by Mr. Black's son;
(v) 635,000 shares of Class A Common Stock that may be acquired by Mr.
Black upon the exercise of all outstanding options held by him; (vi)
110,000 shares of Class A Common Stock issuable to Mr. Black's spouse
upon exercise of all outstanding options held by her, in the case of
both (v) and (vi) above, whether or not such options are presently
exercisable or exercisable within 60 days of May 13, 1999; and (vii)
741,077 shares of Class A Common Stock that may be acquired at any
time by the conversion of 1,611,039 Series II Preference Shares of
Hollinger Inc. held directly by Conrad M. Black that are exchangeable
for shares of Class A Common Stock. Mr. Black disclaims beneficial
ownership of his spouse's securities.
(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 53,988,773 shares of Class A Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The Issuer's Restated Certificate of Incorporation, as amended,
provides that holders of Class B Common Stock are entitled to ten votes per
share and holders of Class A Common Stock are entitled to one vote per
share. The holders of Class A Common Stock and Class B Common Stock vote
together as a single class on all matters on which stockholders may vote,
except when class voting is required by applicable law or on a vote to
issue or increase the authorized number of shares of Class B Common Stock.
Dividends must be
<PAGE>
paid on both the Class A Common Stock and the Class B Common Stock at any
time dividends are paid on either.
Each share of Class B Common Stock is convertible at any time at
the option of the holder into one share of Class A Common Stock and is
transferable by Hollinger Inc. to a subsidiary or an affiliate. In
addition, each share of Class B Common Stock is automatically convertible
into a share of Class A Common Stock at the time it is sold, transferred or
otherwise disposed of by Hollinger Inc. or a subsequent permitted
transferee to any third party (other than a subsidiary or an affiliate of
Hollinger Inc. or such subsequent permitted transferee) unless such
purchaser or transferee offers to purchase all shares of Class A Common
Stock from the holders thereof for an amount per share equal to the amount
per share received by the holder of the Class B Common Stock (a "Permitted
Transaction").
Notwithstanding the foregoing paragraph, any holder of Class B
Common Stock may pledge his or its shares of Class B Common Stock to a
pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares
shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the transfer restrictions described in the
foregoing paragraph. In the event that shares of Class B Common Stock are
so pledged, the pledged shares shall not be converted automatically into
Class A Common Stock. However, if any such pledged shares become subject to
any foreclosure, realization or other similar action of the pledgee, they
shall be converted automatically into shares of Class A Common Stock unless
they are sold in a Permitted Transaction.
Pursuant to the Issuer's Restated Certificate of Incorporation,
as amended, the Series C Preferred Stock ranks senior in right and priority
of payment to the Class A and Class B Common Stock and on a parity with the
Issuer's outstanding Series B Convertible Preferred Stock, par value $.01
per share ("Series B Preferred Stock") as to dividends and upon
liquidation. Holders of Series C Preferred Stock are entitled to receive
cumulative dividends at a rate of 9-1/2% per annum, of the stated
liquidation amount of $108.51 per share of Series C Preferred Stock,
payable quarterly. The Series C Preferred Stock is mandatorily convertible
into shares of Class A Common Stock on June 1, 2001, and the Issuer has the
option to redeem the shares of Series C Preferred Stock, in whole or in
part, at any time on or after June 1, 2000 and prior to June 1, 2001. At
any time prior to June 1, 2001, unless previously redeemed, each share of
Series C Preferred Stock is convertible at the option of the holder thereof
into 8.503 shares of Class A Common Stock. On June 1, 2001, unless
previously redeemed or converted, each share of Series C Preferred Stock
will mandatorily convert into (i) 9.8646 shares of Class A Common Stock,
subject to adjustment in certain events, and (ii) the right to receive cash
in an amount equal to all accrued and unpaid dividends thereon. The holders
of Series C Preferred Stock have the right to vote together as a single
class with the holders of Class A and Class B Common Stock and Series B
Preferred Stock in the election of Directors and upon each other matter
coming before the stockholders of the Issuer on the basis of ten votes per
share of Series C Preferred Stock, except as otherwise provided by law or
the Issuer's Restated Certificate of Incorporation. In addition, (i)
whenever dividends on the Series C Preferred Stock or any other series of
preferred stock with like voting rights are in arrears and unpaid for six
quarterly dividend periods, and in certain other circumstances, the holders
of all Series C Preferred Stock (voting separately as a class) will be
entitled to vote, on the basis of ten votes for each share of Series C
Preferred Stock, for the election of two directors of the Issuer, such
directors to be in addition to the number of directors constituting the
Board of Directors immediately prior to the accrual of such right, and (ii)
the holders of Series C Preferred Stock may have voting rights with respect
to certain alterations of the Restated Certificate of
<PAGE>
Incorporation and certain other matters, voting on the same basis or
separately as a class.
The Issuer's Series E Preferred Stock is entitled to receive
cumulative cash dividends, payable quarterly. The amount of each dividend
per share is equal to the product of (1) (i) Cdn.$146.625 divided by (ii)
the Canadian Dollar Equivalent of the Conversion Price per share of the
Series E Preferred Stock on the date the dividend is payable and (2) the
per share amount of regularly scheduled cash dividends on the Issuer's
common stock during the period from but excluding the date on which the
previous dividend on the Series E Preferred Stock was payable. The
"Conversion Price" is initially U.S. $14.00 per share of Common Stock, and
the "Canadian Dollar Equivalent" of the Conversion Price on any particular
day is the Conversion Price expressed in Canadian currency based on the
noon buying rate in New York City. The Conversion Price is subject to
adjustment under certain circumstances. The Series E Preferred Stock is
redeemable in whole or in part, at any time and from time to time, at a
redemption price of Cdn.$146.625 per share plus accrued and unpaid
dividends to the redemption date, at the option of the Issuer or, to the
extent permitted by law and subject to the provisions of any loan
agreements to which the Issuer is a party at the redemption date, a holder
of such shares. The Series E Preferred Stock is nonvoting, except as
otherwise provided by law, in the certificate of designations for the
Series E Preferred Stock or the Issuer's Restated Certificate of
Incorporation, as amended. The certificate of designations provides that
the affirmative vote or consent of the holders of 66-2/3% of the shares of
Series E Preferred Stock actually voting is required for certain amendments
of the Issuer's Restated Certificate of Incorporation that would adversely
affect the holders of Series E Preferred Stock.
The holder or holders of shares of the Series E Preferred Stock may
convert such shares at any time into shares of Class A Common Stock of the
Issuer at the Canadian Dollar Equivalent of the Conversion Price in effect
at the time of conversion. The shares of Series E Preferred Stock may not
be transferred other than to subsidiaries or affiliates of Hollinger Inc.
without the consent of the Board of Directors of the Issuer. Any holder of
Series E Preferred Stock may pledge such shares to a pledgee pursuant to a
bona fide pledge of such shares as collateral security for indebtedness or
other obligations due to the pledgee, provided that such shares shall
remain subject to, and upon foreclosure, realization or other similar
action by the pledgee, shall be transferred only in accordance with, the
transfer restrictions set forth in the certificate of designations.
Pursuant to the Amended and Restated First Exchange Agreement, the
Issuer has agreed, at Hollinger Inc.'s request, to take commercially
reasonable efforts to cause the registration under the Securities Act of
1933, as amended (the "Securities Act"), of the shares of Class A Common
Stock and Series C Preferred Stock issued in the First Exchange, and to
list such shares on the New York Stock Exchange. Pursuant to the Second
Amended and Restated Second Exchange Agreement, the Issuer has agreed to
use commercially reasonable efforts to cause the registration under the
Securities Act of the shares of Series C Preferred Stock issued upon the
Second Exchange and to list such newly issued shares of Series C Preferred
Stock on the New York Stock Exchange.
Hollinger Inc. and NBCo have pledged all of their holdings in the
Issuer to Canadian Imperial Bank of Commerce ("CIBC") as collateral
security for the obligations of Hollinger Inc. and certain affiliated
companies under a Cdn. $10,000,000 operating facility (the "CIBC
Facility"). The terms of this pledge are attached hereto as Exhibit 20. The
CIBC Facility requires compliance by Hollinger Inc. with certain financial
and other covenants and contains standard default and other provisions. In
addition, Hollinger Inc. and NBCo have pledged an aggregate of 7,660,754
shares of Class A Common
<PAGE>
Stock and 12,990,000 shares of Class B Common Stock to CIBC (as arranger
and administrative agent) as collateral security for the obligations of
Hollinger Inc. and certain affiliated companies under a Cdn. $240,000,000
term and revolving facility (the "Syndicated Facility"). Additional shares
of Class A Common Stock may be subject to the pledge at any time depending
on the value of the shares of Class A Common Stock and the exchange rate
for Canadian dollars from time to time. The terms of this pledge are
attached hereto as Exhibit 21. The Syndicated Facility requires compliance
by Hollinger Inc. with certain financial and other covenants and contains
standard default and other provisions.
On July 29, 1997, Hollinger Inc. made an issuer bid (the "Debenture
Offer") for all of its outstanding 7% Southam-linked debentures
("Debentures"), with the consideration offered per Cdn. $1,000 principal
amount of Debentures being, at the option of a tendering holder of
Debentures, (i) Cdn. $1,342.86 in cash or (ii) Cdn. $771.43 in cash and
57.143 nonvoting special shares ("HCPH Special Shares") of Hollinger
Canadian Publishing. An aggregate of Cdn. $73,416,000 principal amount of
Debentures were tendered in the Debenture Offer, creating a payment
obligation for Hollinger Inc. of Cdn. $58,859,223.65 and 4,146,007 HCPH
Special Shares. Hollinger Inc. borrowed the Cdn $58,859,223.65 from the
Issuer by way of an interest bearing promissory note ("Note") dated
September 3, 1997, which was secured by the pledge of the shares of Series
D Preferred Stock held by NBCo. Copies of the Note and related pledge
agreement are attached hereto as Exhibits 7 and 8, respectively. The
4,146,007 HCPH Special Shares were issued by Hollinger Canadian Publishing
in consideration for nonvoting special shares ("Newco Special Shares") of
3396754 Canada Limited ("Newco"), a wholly-owned subsidiary of Hollinger
Inc. Pursuant to the terms of an exchange agreement (the "Exchange
Agreement") among Hollinger Canadian Publishing, Newco and the Issuer, the
Newco Special Shares are exchangeable at any time after December 23, 1997,
at the option of the holder, into Class A Common Stock to be delivered by
Newco on the same basis as the 4,146,007 HCPH Special Shares are
exchangeable for Class A Common Stock with the Issuer. A copy of the
Exchange Agreement is attached hereto as Exhibit 9. The Note was repaid on
February 22, 1999, through a cash payment to the Issuer of
Cdn.$30,000,051.28 and a transfer of 196,823 shares of Series D Preferred
Stock to the Issuer.
All or any part of the exchange obligation for the Newco Special
Shares can also be settled, at the option of Newco, by a cash payment of an
amount equivalent to the Current Market Price (as defined in the Exchange
Agreement) of the Class A Common Stock to be delivered upon any exchange of
Newco Special Shares. Hollinger Inc. has unconditionally agreed to provide
Newco with sufficient Class A Common Stock and/or cash for Newco to meet
its obligations upon an exchange of Newco Special Shares. The number of
shares of Class A Common Stock which Hollinger Inc. may be required to
provide to Newco for optional exchange prior to the mandatory exchange
date, June 26, 2000, is between 2,114,465 and 2,495,896. If exchanges do
not occur prior to such date a mandatory exchange will occur on such date
in respect of which Hollinger Inc. will be required to provide to Newco
that number of shares of Class A Common Stock (or the cash equivalent
thereof) equal to U.S. $36,816,542 divided by 95% of the Current Market
Price at such date.
Under the terms of the Syndicated Facility, Hollinger Inc. is required
to (i) ensure at all times that CIBC has a first pledge of shares of Class
A Common Stock having a Market Value (as defined) at least two times
greater than the amount Hollinger Inc. has borrowed under the Syndicated
Facility and (ii) that at all times Hollinger Inc. and NBCo own, in the
aggregate, at least 35,000,000 shares of Class A Common Stock or Class B
Common Stock. Hollinger Inc. anticipates that it will have sufficient
shares of Class A Common Stock available to satisfy any and all of the
foregoing exchange or pledge obligations.
<PAGE>
Certain registration rights agreements, which are incorporated herein
by reference as Exhibits 12, 13 and 14 were entered into in connection with
the above-described pledges in favor of CIBC. These agreements provide for
registration (either within a certain time period of execution of the
registration rights agreement or upon foreclosure) under the Securities Act
of the pledged shares of Class A Common Stock and the shares of Class A
Common Stock into which other pledged securities are convertible.
On May 27, 1998 the shareholders of Hollinger Inc. approved several
amendments to the company's articles to simplify Hollinger Inc.'s share
capital structure, as follows: (i) the terms of the common shares of
Hollinger Inc. were amended to add a retraction privilege and to change
their designation to retractable common shares; (ii) each retractable share
of Hollinger Inc. was changed into one retractable common share of
Hollinger Inc.; and (iii) the retractable common shares of Hollinger Inc.
were consolidated on a 1-for-31 basis. The cumulative effect of the
amendments was to consolidate the 31 shares making up an Equity Unit of
Hollinger Inc. (currently consisting of one common share and 30 Retractable
Shares) into one retractable common share of Hollinger Inc. Hollinger Inc.
has stated that the article amendments will complete an initiative to
enable its shareholders to have their investment in Hollinger Inc. more
directly aligned with the Class A Common Stock of the Issuer.
The retractable common shares will permit the holder to cause
Hollinger Inc. to redeem such shares at any time upon demand, in exchange
for a number of shares of Class A Common Stock of the Issuer held by
Hollinger Inc. determined pursuant to a formula or cash, at Hollinger
Inc.'s option. The "Retraction Price" for such shares will be an amount
determined by the Board of Directors of Hollinger Inc. (or committee
thereof) on a quarterly basis within a range of not less than 90% and not
more than 100% of the "Current Value" on the relevant date divided by the
number of retractable common shares outstanding on such date. For these
purposes, "Current Value" is defined by reference to the fair market value
of all of the assets of Hollinger Inc., less amounts payable upon
liquidation to holders of Hollinger Inc.'s preference shares and certain
tax liabilities, all as determined by the Board of Directors of Hollinger
Inc. Hollinger Inc. has stated that employing this range will allow
fluctuating market conditions to be taken into account in setting the
Retraction Price. At present, the Retraction Price is equal to 90% of
"Current Value" on the relevant date, thus imposing a 10% discount. Upon
receipt of a retraction notice, Hollinger Inc. will redeem the appropriate
number of its retractable common shares by sending to the holder a stock
certificate representing that number of shares of Class A Common Stock of
the Issuer equal to the applicable Retraction Price divided by the "Current
Class A Market Price" on the retraction date. For these purposes, the
"Current Class A Market Price" will be determined primarily by reference to
the per share closing price of the Issuer's Class A Common Stock on the New
York Stock Exchange, with such price being converted into the Canadian
dollar equivalent. If Hollinger Inc. elects to satisfy the Retraction Price
in cash, it may do so for all or any part of the shares to be redeemed.
Hollinger Inc. is obligated to satisfy certain conditions with respect to
shares of the Issuer's Class A Common Stock delivered as a redemption of
retractable common shares, including the effectiveness of a registration
statement under the Securities Act with respect to such shares or the
availability of an exemption from such registration, and the listing of
such shares on each stock exchange on which the Class A Common Stock is
listed.
As of May 13, 1999, Hollinger Inc. had outstanding 25,000,000
Exchangeable Non-Voting Preference Shares Series II (the "Series II
Preference Shares") that were exchangeable for Class A Common Stock of the
Issuer at a fixed exchange rate as described below. As of May 13, 1999,
Conrad M. Black directly owned 1,611,039 and Ravelston owned 66,963 Series
II Preference Shares that were exchangeable for Class A Common Stock. The
<PAGE>
Series II Preference Shares are "mirror shares", each of which tracks a
number of shares of Class A Common Stock of the Issuer equal to the
Exchange Number. The Exchange Number is subject to adjustment upon the
occurrence of certain events, and is currently equal to 0.46. Each Series
II Preference Share entitles the holder to a dividend in an amount equal to
the Canadian Dollar Equivalent of the amount of any dividend on the
Exchange Number of shares of Class A Common Stock of the Issuer less any
U.S. withholding tax thereon payable by Hollinger Inc. or any of its
subsidiaries. A holder of Series II Preference Shares is entitled to
require Hollinger Inc. to redeem such holder's Series II Preference Shares
in consideration for a number of shares of Class A Common Stock for each
Series II Preference Share to be redeemed equal to (i) the Exchange Number
plus (ii) the quotient obtained when the amount of declared and unpaid
dividends on the Series II Preference Shares and declared dividends on the
Issuer's Class A Common Stock for which dividends have not been declared on
the Series II Preference Shares is divided by the Canadian Dollar
Equivalent of the current market price of the Exchange Number of shares of
the Issuer's Class A Common Stock (a "Retraction"). On receipt of a
retraction notice in respect of Series II Preference Shares, Hollinger Inc.
is entitled to redeem all or part of such Series II Preferred Shares for a
cash payment equal to the Canadian Dollar Equivalent of the current market
price of the Exchange Number of shares of the Issuer's Class A Common Stock
plus the amount of the declared and unpaid dividends on the Series II
Preferred Shares and declared dividends on the Issuer's Class A Common
Stock for which dividends have not been declared on the Series II
Preference Shares. In the event of a liquidation, dissolution or winding up
of Hollinger Inc., the holders of Series II Preference Shares are entitled
to (i) the Canadian Dollar Equivalent of the current market price of the
Issuer's Class A Common Stock (payable in shares of the Issuer's Class A
Common Stock or cash, at the option of Hollinger Inc.) plus (ii) the amount
of declared and unpaid dividends on the Series II Preference Shares and
declared dividends on the Issuer's Class A Common Stock for which dividends
have not been declared on the Series II Preference Shares.
Pursuant to grants under the Issuer's 1994 Stock Option Plan and the
1997 Stock Incentive Plan, Mr. Black has been granted options to purchase a
total of 635,000 shares of Class A Common Stock of the Issuer of which
163,750 of such shares are presently exercisable by Mr. Black or
exercisable by him within 60 days.
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.
<PAGE>
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.
11 Exchange Agreement Providing for the Exchange of Nonvoting
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.
20 Master Securities Pledge Agreement made as of August 10, 1998 by
each of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial
Bank of Commerce.
21 Master Securities Pledge Agreement made as of June 4, 1998 by
each of Hollinger Inc. and 504468 NB Inc. to Canadian Imperial
Bank of Commerce.
<PAGE>
22 Registration Rights Undertaking dated August 10, 1996 among
Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
Canadian Imperial Bank of Commerce.
23 Registration Rights Undertaking dated as of June 4, 1998 among
Hollinger Inc., Hollinger International Inc., 504468 NB Inc. and
Canadian Imperial Bank of Commerce.
<PAGE>
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: June 15, 1999
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>
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
regarding loan facility and Amendment No. 6
pledge of securities of the
Issuer by Hollinger Inc. in favor
of 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
Limited in favor of the Canadian Amendment No. 4
Imperial Bank of Commerce.
9 Promissory Note dated Incorporated by reference from
September 3, 1997 made by Exhibit 9 of Schedule 13D/A
Hollinger Inc. in favor of Amendment No. 6.
Hollinger International Inc.
<PAGE>
10 Limited Recourse Guarantee and Incorporated by reference from
Securities Pledge Agreement dated Exhibit 10 of Schedule 13D/A
September 3, 1997 between Amendment No. 6.
Hollinger International Inc. and
UniMedia Holding Company.
11 Exchange Agreement Providing for Incorporated by reference from
the Exchange of Nonvoting Special Exhibit 11 of Schedule 13D/A
Shares among 3396754 Canada Amendment No. 6.
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
Hollinger Inc. and the Canadian
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.2
Limited and certain lenders.
14 Letter agreement dated May 24, Incorporated by reference from Exhibit
1996 among Hollinger Inc., 11 of Schedule 13D/A Amendment No. 3
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, Incorporated by reference from
1997, between Hollinger Inc., Exhibit 11 of Schedule 13D/A Amendment
Hollinger International Inc. and No. 6.
Hollinger Canadian Publishing
Holdings Inc.
16 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 16 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
Toronto Dominion (New York), Inc.
17 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 17 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
Scotiabanc Inc.
18 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 18 of Schedule 13D/A
Hollinger Inc., Ravelston and Amendment No. 7.
First Chicago Hedging Services
Corporation.
19 Letter agreement dated Incorporated by reference from
September 30, 1998 among Exhibit 19 of Schedule 13D/A
Hollinger Inc., Ravelston and NMS Amendment No. 7.
Services, Inc.
<PAGE>
20 Master Securities Pledge Incorporated by reference from
Agreement made as of August 10, Exhibit 15 of Schedule 13D/A Amendment
1998 by each of Hollinger Inc. No 8.
and 504468 NB Inc. to Canadian
Imperial Bank of Commerce.
21 Master Securities Pledge Incorporated by reference from
Agreement made as of June 4, 1998 Exhibit 16 of Schedule 13D/A Amendment
by each of Hollinger Inc. and No 8.
504468 NB Inc. to Canadian
Imperial Bank of Commerce.
22 Registration Rights Undertaking Incorporated by reference from
dated August 10, 1996 among Exhibit 17 of Schedule 13D/A Amendment
Hollinger Inc., Hollinger No 8.
International Inc., 504468 NB
Inc. and Canadian Imperial Bank
of Commerce.
23 Registration Rights Undertaking Incorporated by reference from
dated as of June 4, 1998 among Exhibit 18 of Schedule 13D/A Amendment
Hollinger Inc., Hollinger No 8.
International Inc., 504468 NB
Inc. and Canadian Imperial Bank
of Commerce.
