SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hollinger, Inc.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
43556C101
(Cusip Number)
David C. Haley
HBK Investments L.P.
777 Main Street, Suite 2750
Fort Worth, Texas 76102
(817) 870-6100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 1997
(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(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 (however, see
the Notes).
<PAGE>
1. Name of Reporting Person:
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3) (1)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
84,198 (1) (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.1% (3)
14. Type of Reporting Person: PN
- --------------------------
(1) The 13% Convertible Debentures due October 5, 2013, were purchased
by HBK Securities Ltd. HBK Investments L.P. has sole voting and
dispositive power over these Debentures pursuant to an Investment
Management Agreement with HBK Securities Ltd. Accordingly, HBK
Securities Ltd. has no beneficial ownership of such Debentures.
(2) Assumes conversion of $3,102,000 principal amount of the Issuer's
13% Convertible Debentures due October 5, 2013, into 84,198 shares
of Common Stock.
(3) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 57,764,374 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Person upon conversion of the Issuer's 13% Convertible
Debentures due October 5, 2013.
<PAGE>
1. Name of Reporting Person:
HBK Main Street Investments L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC and OO (See Item 3)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,133,383 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0% (2)
14. Type of Reporting Person: PN
- --------------------------
(1) Assumes conversion of $41,756,000 principal amount of the Issuer's
13% Convertible Debentures due October 5, 2013, into 1,133,383
shares of Common Stock.
(2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there
are 57,764,374 shares of Common Stock outstanding, which number
includes shares of Common Stock that may be acquired by the
Reporting Person upon conversion of the Issuer's 13% Convertible
Debentures due.
<PAGE>
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended (the
"Act"), the undersigned hereby amend their Schedule 13D Statement dated
November 21, 1996 (the "Schedule 13D"), relating to the Common Stock, no par
value, of Hollinger, Inc. Unless otherwise indicated, all defined terms used
herein shall have the same meanings as those set forth in the Schedule 13D.
Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing restates in its
entirety the Reporting Persons' (as hereinafter defined) Schedule 13D with
respect to Hollinger, Inc.
ITEM 1. SECURITY AND ISSUER.
Item 1 is hereby restated in its entirety as follows:
This statement relates to the shares of the Common Stock, no par
value (the "Common Stock"), of Hollinger, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 10 Toronto Street, Toronto,
Ontario M5C 2B7, Canada.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby restated in its entirety as follows:
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended (the "Act"), this Schedule 13D Statement is hereby filed by HBK
Investments L.P., a Delaware limited partnership ("Investments"), and HBK Main
Street Investments L.P., a Delaware limited partnership ("Main Street")
(collectively, the "Reporting Persons"). The Reporting Persons are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Act, although neither the fact
of this filing nor anything contained herein shall be deemed an admission by
the Reporting Persons that a group exists. Additionally, pursuant to
Instruction C to Schedule 13D, information is included herein with respect to
the following persons (collectively, the "Controlling Persons"): HBK Partners
II L.P., a Delaware limited partnership ("Partners II"), HBK Fund L.P., a
Delaware limited partnership ("Fund"), HBK Capital L.P., a Delaware limited
partnership ("Capital"), HBK Partners I L.P., a Delaware limited partnership
("Partners I"), HBK Management L.L.C., a Delaware limited liability company
("Management"), and each of the following individuals who may control
Management (collectively, the "Managers"): Harlan B. Korenvaes, Kenneth M.
Hirsh, Laurence H. Lebowitz, William E. Rose, and Richard L. Booth, Jr. The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b)-(c)
Reporting Persons
Investments is a Delaware limited partnership, the principal
business of which is acting as an investment manager to two investment funds.
The principal address of Investments, which also serves as its principal
office, is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Main Street is a Delaware limited partnership, the principal
business of which is the purchase, sale, exchange, acquisition and holding of
investment securities. The principal address of Main Street, which also
serves as its principal office, is 777 Main Street, Suite 2750, Fort Worth,
Texas 76102.
Controlling Persons
Pursuant to Instruction C to Schedule 13D of the Act, information
with respect to the Controlling Persons is set forth below. The principal
address of each Controlling Person, which also serves as its principal office,
is 777 Main Street, Suite 2750, Fort Worth, Texas 76102.
Partners II is a Delaware limited partnership, the principal
business of which is serving as the general partner of Investments.
Management is a Delaware limited liability company, the principal
business of which is serving as the general partner of Partners II and
Partners I.
Fund is a Delaware limited partnership, the principal business of
which is serving as the general partner of Main Street and two other limited
partnerships.
Capital is a Delaware limited partnership, the principal business of
which is serving as the general partner of Fund.
Partners I is a Delaware limited partnership, the principal business
of which is serving as the general partner of Capital.
Managers
The principal occupation of each of the Managers is serving as an
officer of Investments. The business address of each of the Managers is 777
Main Street, Suite 2750, Fort Worth, Texas 76102.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used or to be used by each of the
Reporting Persons to purchase the Issuer's 13% Convertible Debentures due
October 5, 2013 ("Debentures"), are set forth below.
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Investments Working Capital
and Other (1)(2) $ 1,108,732
Main Street Working Capital
and Other (1) $ 14,440,418
(1) As used herein the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from, among other
sources, banks and brokerage firm margin accounts, to operate such business in
general. A portion of the funds reported herein was obtained from Bear,
Stearns & Co. Inc. as margin loans to acquire the Debentures, and the
remainder was obtained from Working Capital.
(2) The Debentures were purchased by HBK Securities Ltd., which has
no beneficial ownership of such Debentures.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby restated in its entirety as follows:
The Item 2 Persons acquired the Debentures in the ordinary course of
business for investment purposes. None of the Item 2 Persons have any plans
or proposals which relate to or would result in any of the actions or
transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Act. Each of the Item 2 Persons reserves the right to acquire or
dispose of the Debentures or to acquire or dispose of Common Stock, or to
formulate other purposes, plans or proposals regarding the Issuer or the
Debentures held by each such Item 2 Person to the extent deemed advisable in
light of general investment policies, market conditions and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
Reporting Persons
Pursuant to an Investment Management Agreement, the aggregate number
of shares of the Common Stock that Investment owns beneficially, pursuant to
Rule 13d-3, is 84,198, which constitutes approximately 0.1% of the 57,764,374
shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
The aggregate number of shares of the Common Stock that Main Street
owns beneficially, pursuant to Rule 13d-3 of the Act, is 1,133,383, which
constitutes approximately 2.0% of the 57,764,374 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Controlling Persons
Because of its position as the sole general partner of Investments,
Partners II may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 84,198 shares of the Common Stock, which constitutes
approximately 0.1% of the 57,764,374 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Fund, as sole general partner of Main Street, (2)
Capital, as sole general partner of Fund, and (3) Partners I, as sole general
partner of Capital, may, pursuant to Rule 13d-3 of the Act, be deemed to be
the beneficial owner of 1,133,383 shares of the Common Stock, which
constitutes approximately 2.0% of the 57,764,374 shares of the Common Stock
deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
Each of (1) Management, as sole general partner of Partners I and
Partners II, and (2) the Managers, as controlling persons of Management, may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 1,217,581 shares of the Common Stock, which constitutes
approximately 2.1% of the 57,764,374 shares of the Common Stock deemed
outstanding pursuant to Rule 13d-3(d)(1)(i).
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
None of the Item 2 Persons has any power to vote or to direct the
vote or to dispose or to direct the disposition of any shares of the Common
Stock.
(c)
During the past 60 days, the Reporting Persons have purchased (P)
and sold (S) Debentures in over-the-counter transactions and on Nasdaq, as
follows:
FACE AMOUNT PRICE PER $100
ITEM 2 PERSON DATE OF DEBENTURES FACE AMOUNT
Investments (1) 01/03/97 $ 4,000,000 (P) $ 35.25
Main Street 01/03/97 1,000,000 (P) 35.25
Investments (1) 01/15/97 2,500,000 (P) 35.50
Main Street 01/15/97 2,500,000 (P) 35.50
Investments (1) 01/17/97 500,000 (P) 35.50
Main Street 01/17/97 500,000 (P) 35.50
Investments (1) 02/06/97 10,000 (P) 35.38
Investments (1) 02/14/97 1,500,000 (P) 36.00
Investments (1) 02/14/97 35,000,000 (S) 36.00
Main Street 02/14/97 500,000 (P) 36.00
Main Street 02/14/97 45,000,000 (S) 36.00
(1) The Debentures were purchased by HBK Securities Ltd., which has no
beneficial ownership of such Debentures pursuant to an Investment Management
Agreement with Investments.
(d)
Not applicable.
(e)
The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Stock on February 14, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and restated in its entirety as follows:
Except as set forth herein or in the Exhibits filed herewith, there
are no contracts, arrangements, understandings or relationships with respect
to shares of the Common Stock or the Debentures owned by the Item 2 Persons.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii), filed
herewith.
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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: February 21, 1997
HBK INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Main Street Investments L.P. previously has been
filed with the Securities and Exchange Commission.
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General
Rules and Regulations of the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, the undersigned agrees that the
statement to which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.
HBK INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (1)
HBK MAIN STREET INVESTMENTS L.P.
By: /s/ Harlan B. Korenvaes
Harlan B. Korenvaes (2)
(1) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Investments L.P. previously has been filed with the
Securities and Exchange Commission.
(2) An Authorization Certificate authorizing Harlan B. Korenvaes to act
on behalf of HBK Main Street Investments L.P. previously has been
filed with the Securities and Exchange Commission.
