HOLLINGER INC
SC 13G/A, 2000-02-14
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 6)*

                                 Hollinger Inc.
                                 --------------
                                (Name of Issuer)

                            Retractable Common Shares
                            -------------------------
                         (Title of Class of Securities)

                                   43556C 30 9
                                   -----------
                                 (CUSIP Number)

                          Annual Reporting Requirement
                          ----------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[ ]    Rule 13d-1(b)

[X]    Rule 13d-1(c)

[ ]    Rule 13d-1(d)

- --------------------

*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 the
disclosures provided in a prior cover page.

The information required in 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).


Sec 1745 (3-98)


<PAGE>   2




<TABLE>
<CAPTION>
                    CUSIP NO. 43556C 30 9                            13G        PAGE 2 OF 10 PAGES
- -------------------------------------------------------------                   -----------------
<S>         <C>           <C>                                                   <C>
    1.      NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

            The Ravelston Corporation Limited

- ----------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)              (a)[x]


                                                                                             (b)[ ]
- ----------
    3.      SEC USE ONLY


- ----------
    4.      CITIZENSHIP OR PLACE OF ORGANIZATION
               Ontario, Canada

- ----------

NUMBER OF         5.      SOLE VOTING POWER
SHARES                        14,140,357
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
              ----------
                  6.      SHARED VOTING POWER
                              10,821,210
              ----------
                  7.      SOLE DISPOSITIVE POWER
                              14,140,357
              ----------
                  8.      SHARED DISPOSITIVE POWER
                              10,821,210
              ----------

    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               24,961,567
- ----------
   10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES              [x]
            (SEE INSTRUCTIONS)

- ----------
   11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               67.11%

- ----------
</TABLE>


                                  Page 2 of 10



<PAGE>   3



<TABLE>
- ----------

   12.      TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
               HC
- ----------

<CAPTION>
                    CUSIP NO. 43556C 30 9                            13G        PAGE 3 OF 10 PAGES
- -------------------------------------------------------------                   ------------------

<S>         <C>           <C>                                                   <C>
    1.      NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

               Conrad M. Black

- ----------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)             (a)[x]

                                                                                            (b)[ ]
- ----------
    3.      SEC USE ONLY


- ----------
    4.      CITIZENSHIP OR PLACE OF ORGANIZATION
               Canada

- ----------

NUMBER OF         5.      SOLE VOTING POWER
SHARES                        14,140,357
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
              ----------
                  6.      SHARED VOTING POWER
                              10,821,210
              ----------
                  7.      SOLE DISPOSITIVE POWER
                              14,140,357
              ----------
                  8.      SHARED DISPOSITIVE POWER
                              10,821,210
              ----------

    9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
               24,961,567
- ----------
   10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES              [x]
            (SEE INSTRUCTIONS)
- ----------
</TABLE>


                                  Page 3 of 10



<PAGE>   4




<TABLE>
<CAPTION>
<S>         <C>                                                  <C>
- ----------
   11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
               67.11%
- ----------
   12.      TYPE OF REPORTING PERSON  (SEE INSTRUCTIONS)
               IN
- ----------
</TABLE>


     This Amendment No. 6 to Schedule 13G/A ("Amendment No. 6") relates to the
retractable common shares (Cusip No.: 43556C 30 9; the "Retractable Common
Shares") of Hollinger, Inc., a Canadian corporation (the "Issuer").  This
Amendment No. 6 amends and restates in their entirety Items 2, 4, 6 and 7 of
the filing persons' Schedule 13G dated February 14, 1994 (the "Initial Schedule
13G"), as previously amended.  No other items are being amended at this time.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Initial Schedule 13G, as previously amended.


Item 2.  The persons filing this Schedule are the Ravelston Corporation Limited
         ("Ravelston") and the Hon. Conrad M. Black.  Set forth below is
         certain information relating to Ravelston and Mr. Black:

         Ravelston
         ---------

(a)      Name:            The Ravelston Corporation Limited

(b)      Address:         10 Toronto Street
                          Toronto, Ontario, Canada M5C 2B7

(c)      Citizenship:     Ravelston is a corporation organized and
                          existing under the laws of the Province of
                          Ontario, Canada

         Mr. Black
         ---------

(a)      Name:            The Hon. Conrad M. Black

(b)      Address:         10 Toronto Street
                          Toronto, Ontario, Canada M5C 2B7

(c)      Citizenship:     Mr. Black is a citizen of Canada


     This Schedule relates to the Issuer's Retractable Common Shares.  As of
December 31, 1999, there were 37,196,415 Retractable Common Shares outstanding.

Item 4.  Ownership
         ---------

                 (a) Ravelston
                     ---------
                        (i)  Amount Beneficially Owned:  As of December 31,
                             1999, Ravelston beneficially owned, for purposes of
                             Rule 13d-3 under the Act, 24,961,567 Retractable
                             Common Shares.

                        (ii) Percent of Class:  67.11% (calculated pursuant to
                             Rule 13d-3 under the Act)


                                  Page 4 of 10


<PAGE>   5


     The amount and percentage of the Retractable Common Shares beneficially
owned by Ravelston, as listed in Item 4(a)(i) and (ii) above, include the
following:

                        (A)  5,260,646 Retractable
                             Common Shares held directly by Ravelston.

                        (B)  19,700,921 Retractable
                             Common Shares held by the following direct and
                             indirect subsidiaries of Ravelston:

                             509645 N.B. Inc. (8,438,569)1

                             509647 N.B. Inc. (441,142)2

                             509646 N.B. Inc. (10,821,210)3

     The amount and percentage of the Retractable Common Shares beneficially
owned by Ravelston, as listed in Item 4(a)(i) and (ii) above, exclude 1,600
Retractable Common Shares held by Barbara Amiel Black, the wife of Mr. Black.
Pursuant to Rule 13d-4, Ravelston hereby expressly disclaims beneficial
ownership of such shares.

                       (iii) Voting Power; Dispositive Power: Through its direct
                             and indirect holdings, Ravelston may be deemed to
                             have:

                        (A)  Sole power to vote or direct the vote of 14,140,357
                             Retractable Common Shares.

                        (B)  Shared power to vote or direct the vote of
                             10,821,210 Retractable Common Shares held by
                             509646 N.B. Inc.3

                        (C)  Sole power to dispose of or direct the disposition
                             of 14,140,357 Retractable Common Shares

                        (D)  Shared power to dispose of or direct the
                             disposition of 10,821,210 Retractable Common Shares
                             held by 509646 N.B. Inc.3

                 (b) Mr. Black

                        (i)  Amount Beneficially Owned: As of December 31, 1999,
                             Mr. Black beneficially owned, for purposes of Rule
                             13d-3 under the Act, 24,961,567 Retractable Common
                             Shares.

                        (ii) Percent of Class: 67.11% (calculated pursuant to
                             Rule 13d-3 under the Act)

     The amount and percentage of the Retractable Common Shares beneficially
owned by Mr. Black, as listed in Item 4(a)(i) and (ii) above, include the
following:

                        (A)  24,961,567 Retractable Common Shares beneficially
                             owned by Ravelston, as described in Item 4(a).
                             Conrad


                                  Page 5 of 10



<PAGE>   6


                             Black Capital Corporation holds 64.4% of the
                             common shares of Ravelston.  Mr. Black is the
                             sole shareholder and Chairman of Conrad Black
                             Capital Corporation and through his control of
                             Conrad Black Capital Corporation effectively
                             exercises control of Ravelston.

     The amount and percentage of the Retractable Common Shares beneficially
owned by Mr. Black, as listed in Item 4(a)(i) and (ii) above, exclude 1,600
Retractable Common Shares held by Mr. Black's wife, Barbara Amiel Black.
Pursuant to Rule 13d-4, Mr. Black, individually and on behalf of Conrad Black
Capital Corporation, hereby expressly disclaims beneficial ownership of such
shares.

                       (iii) Voting Power; Dispositive Power:  Through his
                             relationship with Ravelston, as described in Item
                             4(b)(A), and through his other holdings, Mr. Black
                             may be deemed to have:

                       (A)   Sole power to vote or direct the vote of 14,140,357
                             Retractable Common Shares.

                       (B)   Shared power to vote or direct the vote of
                             10,821,210 Retractable Common Shares held by 509646
                             N.B. Inc.3

                       (C)   Sole power to dispose of or direct the disposition
                             of 14,140,357 Retractable Common Shares.

                       (D)   Shared power to dispose of or direct the
                             disposition of 10,821,210 Retractable Common Shares
                             held by 509646 N.B. Inc.3

Item 6. Ownership of More than Five Percent on Behalf of Another Person

     Ravelston is a parent holding company.  The direct and indirect
subsidiaries of Ravelston that hold Retractable Common Shares of the Issuer or
that control other indirect subsidiaries of Ravelston that hold Retractable
Common Shares of the Issuer have the right to receive the dividends from or the
proceeds from the sale of such Retractable Common Shares (See Item 7.)  The
Ravelston Subsidiaries of Ravelston which individually have such rights with
respect to more than 5% of the Retractable Common Shares are 509645 N.B. Inc.
and 509646 N.B. Inc.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on by the Parent Holding Company

     Ravelston is a parent holding company.  Of the Retractable Common Shares
beneficially owned by Ravelston as reported in Item 4, all are held by the
direct and indirect subsidiaries of Ravelston listed on Exhibit 2 to this
Schedule.


                                  Page 6 of 10


<PAGE>   7


                                    ENDNOTES

      1.   509645 N.B. Inc. is controlled by Argus Corporation Limited,
           a direct subsidiary of Ravelston ("Argus").

      2.   509647 N.B. Inc. is controlled by 509644 N.B. Inc.; 509644
           N.B. Inc. is controlled by 509643 N.B. Inc.; 509643 N.B. Inc. is
           controlled by Argus.

      3.   70.9 percent of the non-voting common stock of 509646 N.B.
           Inc. is owned by 509643 N.B. Inc. 509643 N.B. Inc. is controlled by
           Argus.  29.1 percent of the non-voting common stock of 509646 N.B.
           Inc. is owned by Ravelston.  One hundred percent of the voting
           common stock of 509646 N.B. Inc. is owned by Argus.



                                  Page 7 of 10



<PAGE>   8


                                   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.



February 9, 2000                           THE RAVELSTON CORPORATION
                                           LIMITED

                                       By: /s/  Charles G. Cowan
                                           -------------------------------------
                                           Name: Charles G. Cowan, Q.C.
                                           Title:   Vice President and Secretary

                                       By: /s/  Conrad M. Black
                                           -------------------------------------
                                           Name: 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 8 of 10


<PAGE>   9


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>


        Exhibit No.               Description                   Page No.
        -----------  -----------------------------------------  --------
        <S>          <C>                                        <C>
        1            Joint Filing Agreement (previously filed)     --

        2            Subsidiaries Holding the Securities Being     10
                     Reported on by the Parent Holding Company

        3            Group Membership (previously filed)           --
</TABLE>



                                  Page 9 of 10



<PAGE>   10


                                   EXHIBIT 2

                   SUBSIDIARIES HOLDING THE SECURITIES BEING
                   REPORTED ON BY THE PARENT HOLDING COMPANY

                                    509645 N.B. Inc.*

                                    509647 N.B. Inc.**

                                    509646 N.B. Inc.***


            *    509645 N.B. Inc. is controlled by Argus
                 Corporation Limited, a direct subsidiary of Ravelston
                 ("Argus").

            **   509647 N.B. Inc. is controlled by 509644 N.B.
                 Inc.; 509644 N.B. Inc. is controlled by 509643 N.B. Inc.;
                 509643 N.B. Inc. is controlled by Argus.

            ***  70.9 percent of the non-voting common stock of
                 509646 N.B. Inc. is owned by 509643 N.B. Inc.  509643 N.B.
                 Inc. is controlled by Argus.  29.1 percent of the non-voting
                 common stock of 509646 N.B. Inc. is owned by Ravelston.  One
                 hundred percent of the voting common stock of 509646 N.B. Inc.
                 is owned by Argus




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