SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December, 1998
HOLLINGER INC.
(Translation of registrant's name into English)
10 Toronto Street
Toronto, Ontario M5C 2B7
CANADA
(Address of principal executive offices)
(Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or
Form 40-F.)
Form 20-F Form 40-F x
(Indicate by check mark whether the registrant by
furnishing the information contained in this form is also
thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes No x
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EXHIBIT LIST
Sequential
Exhibit Description Page Number
99.1 Press Release dated December 2, 4
1998 of Hollinger Canadian
Publishing Holdings Inc., Hollinger
Inc., and Hollinger International
Inc.
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SIGNATURES
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,
thereunto duly authorized.
HOLLINGER INC.
Date: December 3, 1998 by /s/ Charles G. Cowan, Q.C.
-----------------------------
Name: Charles G. Cowan, Q.C.
Title: Vice President and
Secretary
HOLLINGER CANADIAN PUBLISHING HOLDINGS INC. (CANADA)
HOLLINGER INC. (CANADA)
HOLLINGER INTERNATIONAL INC. (U.S.)
PRESS RELEASE
SOUTHAM TAKE-OVER BID
Toronto, Canada, December 2, 1998: Hollinger
Canadian Publishing Holdings Inc. ("Hollinger Canadian")
(TSE, ASE: HCP.U) and its affiliates, Hollinger Inc.
("Hollinger") (TSE, ME, VSE: HLG.C; NASDAQ: HLGCF) and
Hollinger International Inc. ("Hollinger International")
(NYSE: HLR), announce that Hollinger Canadian, a Canadian
company in the Hollinger group of companies, intends to make
a take-over bid to acquire all of the common shares of
Southam Inc. (TSE, MSE: STM) not presently controlled by the
Hollinger group for $22.00 (Cdn.) cash per share which will
be paid after the special dividend declared today of $7.00
(Cdn.) per Southam Inc. common share.
The take-over bid to Southam shareholders will be
made by way of a circular to be mailed as soon as possible
and will be subject to certain terms and conditions
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including: (i) at least 66-2/3% (on a fully-diluted basis) of
the shares sought under the bid are deposited and not
withdrawn at its expiry date; and (ii) Southam shareholders
have approved by a majority of the minority vote the deletion
from Southam's articles of incorporation of the provisions
entitled "Higher Vote for Certain Business Combinations".
Those provisions, like the related party transaction
provisions of Ontario Securities Commission Policy 9.1, would
require a majority of the minority vote in connection with a
going private transaction subsequent to the offer but, unlike
Policy 9.1, would not permit Southam shares tendered to the
bid to be included in the minority approval of the subsequent
going private transaction.
If at least 90% of the Southam shares sought under
the bid are deposited under the bid and not withdrawn,
Hollinger Canadian intends to seek to acquire the remaining
shares pursuant to the compulsory acquisition provisions of
the Canada Business Corporations Act. If that acceptance
level is not attained (or the compulsory acquisition
provisions are otherwise not available) and Hollinger
Canadian takes up and pays for shares under the bid,
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Hollinger Canadian intends to seek to acquire the remaining
Southam shares through a going private transaction which
would require approval by a vote of two-thirds of the
minority shareholders of Southam with tenders of shares to
the bid being counted as votes in favour of the transaction.
Hollinger Canadian currently owns approximately 54
million Southam common shares, representing approximately 71%
of the issued and outstanding Southam common shares. The
total consideration payable for all of the minority shares
(approximately 22 million shares) would be approximately $484
million (Cdn.). Hollinger Canadian will use its portion of
the special dividend of $7.00 per Southam Inc. common share
declared today (approximately $378 million in the aggregate)
together with funds from other sources to provide the
necessary financing for the take-over bid.
Hollinger Canadian has commissioned a valuation of
the Southam common shares in accordance with the provisions
of Ontario Securities Commission Policy 9.1 from Newcrest
Capital Inc., an independent investment firm with experience
in business and securities valuation.
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Hollinger is a Canadian-based international
newspaper company that, through its subsidiaries, engages
primarily in the publishing, printing and distribution of
newspapers and magazines in the United Kingdom, the United
States, Canada and Israel.
Hollinger International, through its subsidiaries
and affiliated companies, is a leading publisher of English-
language newspapers in the United States, the United Kingdom,
Canada and Israel.
For information please call:
J.A. Boultbee Peter Y. Atkinson Paul B. Healy
Executive Vice-President Vice-President and Vice-President,
and Chief Financial General Counsel Corporate Development
Officer, Hollinger Inc., Hollinger Canadian and Investor Relations
Hollinger Canadian Publishing Holding Inc. Hollinger
Publishing Holdings Inc. and Hollinger Inc. and International Inc.
and Hollinger Vice-President of (212) 586-5666
International Inc. Hollinger International
(416) 363-8721 Inc.
(416) 363-8721
