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 January, 1999
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 January 5, 1999 5
of Hollinger Canadian Publishing
Holdings Inc., Hollinger Inc. and
Hollinger International Inc.
99.2 Press Release dated January 6, 1999 7
of Hollinger Canadian Publishing
Holdings Inc., Hollinger Inc. and
Hollinger International Inc.
<PAGE>
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: January 7, 1999 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.)
AMENDMENT OF SOUTHAM BID
Toronto, Canada, January 5, 1999 - 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 intends to increase the price under its
take-over bid for all of the common shares of Southam Inc. (TSE, ME: STM)
not owned by it from $22.00 (Cdn.) to $25.25 (Cdn.) cash per share (after
payment of the $7.00 per share special dividend on January 4, 1999).
The Special Committee of Independent Directors of Southam
considering the bid has been advised by Scotia McLeod Inc. that the $25.25
per share price is fair from a financial point of view and the Special
Committee has determined to recommend that Southam shareholders tender to
the bid.
HCPH will extend the time during which shareholders may submit
certificates representing common shares for tender pursuant to its bid to
5:00 p.m. (Toronto time) on Monday, January 18, 1999. The notice of
extension and variation of the bid is expected to be mailed to Southam
shareholders on January 6, 1999.
The bid is subject to certain terms and conditions including the
right of Hollinger Canadian, at its option, not to accept for purchase and
pay for any shares deposited unless: (i) at least 66-2/3% of the shares
sought under the bid are deposited and not withdrawn at the expiration of
the bid; and (ii) Southam shareholders have approved by a majority of the
minority vote the deletion from Southam's restated articles of
incorporation of the provisions entitled "Higher Vote for Certain Business
Combinations and Certain Amendments to the Articles and By-laws". 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 bid
but, unlike the Policy 9.1 provisions, would not permit Southam shares
purchased pursuant to the bid to be included in the calculation of the
minority approval in respect of a subsequent going private transaction.
<PAGE>
2
The Special Meeting of Southam shareholders which has been called
in order to seek the shareholder approval necessary to satisfy this
condition of the bid will be adjourned to 9:00 a.m. on Tuesday, January 19,
1999. Southam shareholders who wish to accept and support the bid should
ensure that the Tendering Document (which includes a proxy for the meeting)
is submitted to CIBC Mellon prior to 5:00 p.m. (Toronto time) on Monday,
January 18, 1999.
Hollinger Canadian currently owns 53,961,148 Southam common
shares, representing approximately 71% of the issued and outstanding
Southam common shares.
For information please call:
<TABLE>
<CAPTION>
<S> <C> <C>
J. A. Boultbee Peter Y. Atkinson Paul B. Healy
Executive Vice-President and Vice-President and General Counsel Vice-President, Corporate
Chief Financial Officer, Hollinger Canadian Publishing Holdings Development and Investor Relations
Hollinger Inc., Hollinger Canadian Inc. and Hollinger Inc. Hollinger International Inc.
Publishing Holdings Inc. and and Vice-President, (212) 586-5666
Hollinger International Inc. Hollinger International Inc.
(416) 363-8721 (416) 363-8721
</TABLE>
HOLLINGER INC.
RETRACTION PRICE OF RETRACTABLE COMMON SHARES
Toronto, Canada, January 6, 1999-- Hollinger Inc. (TSE, ME, VSE:
HLG.C; NASDAQ: HLGCF) announces that the Retraction Price of the
retractable common shares of the Corporation as of January 7, 1999 shall be
$16.25 per share.
Hollinger Inc. is a Canadian-based international newspaper
company that through its subsidiaries is engaged primarily in the
publishing, printing and distribution of newspapers and magazines in the
United Kingdom, the United States, Canada and Israel.
For further information please call:
J. A. Boultbee Peter Y. Atkinson
Executive Vice-President and CFO Vice-President and General Counsel
Hollinger Inc. Hollinger Inc.
(416) 363-8721 (416) 363-8721
