-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E1Vl7YFFW4gTCDrCUGEs9+DUGlgWeHvEnbnVeI6UvYGCtyrPQTBlqygoKCAly+0Z BF0F6loNLqYbK+RSpdej+g== 0000950157-98-000381.txt : 19981014 0000950157-98-000381.hdr.sgml : 19981014 ACCESSION NUMBER: 0000950157-98-000381 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19981013 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INTERNATIONAL INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43563 FILM NUMBER: 98724426 BUSINESS ADDRESS: STREET 1: 401 N WABASH AVE STREET 2: STE 740 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 401 NORTH WABASH AVE STREET 2: SUITE 740 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INC CENTRAL INDEX KEY: 0000911707 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135691211 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1827 WEST 5TH AVE STREET 2: VANCOUVER BRITISH COLUMBIA CITY: CANADA V6J 1P5 STATE: A1 BUSINESS PHONE: 4163638721 MAIL ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO ONTARIO CITY: CANADA M5C 2B7 STATE: A6 SC 13D/A 1 AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) 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) September 30, 1998 (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 2 of 12 Pages 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 53,809,235 NUMBER OF SHARES ---------- BENEFICIALLY OWNED 8. SHARED VOTING POWER 0 BY EACH REPORTING ---------- PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235 ---------- 10. SHARED DISPOSITIVE POWER 0 ---------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,809,235 ---------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / X / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.8% ---------- 14. TYPE OF REPORTING PERSON HC ---------- Page 3 of 12 Pages 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 53,809,235 NUMBER OF SHARES ---------- BENEFICIALLY OWNED 8. SHARED VOTING POWER 0 BY EACH REPORTING ---------- PERSON WITH 9. SOLE DISPOSITIVE POWER 53,809,235 ---------- 10. SHARED DISPOSITIVE POWER 0 ---------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,809,235 ---------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / X / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.8% ---------- 14. TYPE OF REPORTING PERSON HC ---------- Page 4 of 12 Pages 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 54,208,835 NUMBER OF SHARES ---------- BENEFICIALLY OWNED 8. SHARED VOTING POWER 0 BY EACH REPORTING ---------- PERSON WITH 9. SOLE DISPOSITIVE POWER 54,208,835 ---------- 10. SHARED DISPOSITIVE POWER 0 ---------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,208,835 ---------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / X / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 60.2% ---------- 14. TYPE OF REPORTING PERSON IN ---------- Page 5 of 12 Pages SECURITIES AND EXCHANGE COMMISSION SCHEDULE 13D/A (Amendment No. 7) This Schedule 13D, Amendment No. 7 (the "Amendment"), amends and restates in their entirety Items 4, 5 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 and Amendment No. 6 thereto dated June 12, 1998. Item 4. Purpose of Transaction. Hollinger Inc. beneficially owns shares of both classes of the Issuer's Common Stock and shares of Series C Preferred Stock representing in the aggregate approximately 74% of the combined voting power of all outstanding voting securities of the Issuer. As a result, Hollinger Inc. is in a position to control the outcome of substantially all actions of the Issuer requiring stockholder approval, including the election of the entire Board of Directors of the Issuer. Subject to the fiduciary responsibilities of the directors of the Issuer to all stockholders and the terms of certain agreements defining the ongoing relationships between Hollinger Inc. and the Issuer, Hollinger Inc., through its ability to control the outcome of any election of directors, is able to direct the management policy, strategic direction and financial decisions of the Issuer. Ravelston effectively controls Hollinger Inc. through its direct or indirect control or direction over 62.3% of the outstanding retractable common shares of Hollinger Inc. The foregoing percentage includes Hollinger Inc. retractable common shares held by Ravelston and by the following direct and indirect subsidiaries of Ravelston: Argus Corporation Limited, 176264 Canada Limited, 2753430 Canada Limited, 176268 Canada Limited and 176295 Canada Limited. Conrad Black Capital Corporation holds 65.7% of the common shares of Ravelston. Mr. Black is the sole shareholder and Chairman of Conrad Black Capital Corporation. By virtue of his control over Conrad Black Capital Corporation, Mr. Black indirectly controls Ravelston and Hollinger Inc., and may be deemed to possess indirect beneficial ownership of the Issuer's Class A Common Stock owned directly or indirectly by such entities. As a result of the performance of their duties as directors and officers of the Issuer, certain directors and officers of Hollinger Inc. and Ravelston, including Mr. Black, expect to have continually under consideration various plans or proposals which may relate to or might result in one or more of the matters described in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. Any such plans or proposals would, however, be subject to consideration and approval by the Board of Directors of the Issuer. As stockholders, the filing persons intend to periodically review and evaluate the market for the Issuer's Common Stock, the Issuer's business prospects and financial condition, general economic conditions and other opportunities available to the filing persons. On the basis of such periodic reviews and evaluations, the filing persons may, subject to restrictions imposed by the agreements described in Item 6, determine to increase or decrease their investment in the Issuer's Common Stock through purchases, sales, gifts, or other means of acquisition or disposition. The filing persons do not currently anticipate that any dispositions, if made, would Page 6 of 12 Pages reduce their beneficial ownership to less than 50% of the combined voting power of the Issuer's outstanding voting securities. Item 5. Interest in Securities of the Issuer. Hollinger Inc. and Ravelston (a) Amount Beneficially Owned: 53,809,235 shares of Class A Common Stock; 59.8% (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) 10,746,073 shares of Class A Common Stock held by 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) 2,271,511 shares of Class A Common Stock that may be acquired at any time by the conversion of 330,949 shares of Series D Preferred Stock held by NBCo (taking each share of Series D Preferred Stock at Cdn. $146.625 and assuming an exchange rate of $1.00 per Cdn. $1.5259, as in effect on September 30, 1998). The number of shares of Class A Common Stock into which the Series D Preferred Stock may be converted will fluctuate from time to time based on changes in the exchange rate. Through its relationship with Hollinger Inc. described in Item 4, Ravelston may be deemed to beneficially own all of the securities of the Issuer that are held by Hollinger Inc. and its subsidiaries. (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 53,809,235 shares of Class A Common Stock. Through its relationship with Hollinger Inc. described in Item 4, Ravelston may also be deemed to have the sole power to vote or to direct the vote of these shares. (c) Pursuant to the terms of letter agreements each dated September 30, 1998 (filed herewith as Exhibits 16-19), Hollinger Inc. transferred (i) 18,995 shares of Series D Preferred Stock held by NBCo (convertible at any time into Class A Common Stock) and 7 shares of Class A Common Stock to Toronto Dominion (New York), Inc., (ii) 144,280 shares of Series D Preferred Stock held by NBCo (convertible at any time into Class A Common Stock) and 3 shares of Class A Common Stock to NMS Services, Inc., (iii) 100,996 shares of Series D Preferred Stock held by NBCo (convertible at any time into Class A Common Stock) and 2 shares of Class A Common Stock to First Chicago Hedging Services Corporation and (iv) 144,280 shares of Series D Preferred Stock held by NBCo (convertible at any time into Class A Common Stock) and 3 shares of Class A Common Stock to Scotiabanc Inc. Pursuant to retraction notices with respect to the retractable common shares of Hollinger Inc., each dated October 1, 1998, on October 1, 1998, Hollinger Inc. transferred (i) 261,518 shares of Class A Common Stock to Toronto-Dominion (New York), Inc., (ii) 2,615,188 shares of Class A Common Stock to NMS Services, Inc., (iii) 1,830,631 shares of Class A Common Stock to First Chicago Hedging Services Corporation and (iv) 2,615,188 shares of Class A Common Stock to Scotiabanc Inc. (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 NBCo constitute 11.9% of the outstanding shares of Class A Common Stock. The shares of Class B Common Stock and Series D Preferred Stock held by Page 7 of 12 Pages NBCo represent 86.7% and 100% of the outstanding shares of Class B Common Stock and Series D Preferred Stock, respectively. (e) Not applicable. The amount and percentage of Class A Common Stock beneficially owned by Hollinger Inc. and Ravelston exclude 399,600 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) Peter Y. Atkinson 18,750 Barbara Amiel Black(2) 5,000 J. A. Boultbee 48,250 Dixon S. Chant 35,000 Charles G. Cowan 23,500 F. David Radler(3) 112,100 (1) Includes shares subject to presently exercisable options or options exercisable within 60 days of October 1, 1998 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: Peter Y. Atkinson 18,750 shares; Mrs. Black 5,000 shares; Mr. Boultbee 48,250 shares; Mr. Chant 23,500 shares; Mr. Cowan 20,500 shares; and Mr. Radler 102,500 shares. (2) Excludes 9,600 shares of Class A Common Stock which are held by Conrad Black Capital Corporation, 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 5,316,407 shares of Class A Common Stock into which 739,500 shares of Series D Preferred Stock are convertible, all of which are held by Hollinger Inc. and NBCo and as to which Mr. Black may be deemed to have indirect beneficial ownership. Also excludes 399,600 shares of Class A Common Stock beneficially owned by Mr. Black. Mrs. Black disclaims beneficial ownership of all such securities. (3) Includes 9,600 shares of Class A Common Stock held by F. D. Radler Ltd., 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: 54,208,835 shares of Class A Common Stock; 60.2% of class (calculated pursuant to Rule 13d-3). Comprised of the following: (i) 53,809,235 shares of Class A Common Stock beneficially owned by Hollinger Inc. and Ravelston; (ii) 9,600 shares of Class A Common Stock held by Conrad Black Capital Corporation; and (iii) 390,000 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 October 1, 1998. Page 8 of 12 Pages (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 53,809,235 shares of Class A Common Stock. (c) Not applicable. (d) Not applicable. (e) Not applicable. 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. 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. Page 9 of 12 Pages 11 Exchange Agreement Providing for the Exchange of Non-Voting 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. Page 10 of 12 Pages 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: October 13, 1998 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 11 of 12 Pages 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 of the regarding loan facility and Reporting Persons dated as of June 12, pledge of securities of the 1998 ("Amendment No. 6"). Issuer by Hollinger Inc. in favor 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 of the Limited in favor of the Canadian Reporting Persons dated as of Imperial Bank of Commerce August 28, 1996 ("Amendment No. 4"). 9 Promissory Note dated Incorporated by reference from September 3, 1997 made by Exhibit 9 of Schedule 13D/A Amendment Hollinger Inc. in favor of No. 6. Hollinger International Inc. Page 12 of 12 Pages 10 Limited Recourse Guarantee and Incorporated by reference from Securities Pledge Agreement dated Exhibit 10 of Schedule 13D/A Amendment September 3, 1997 between No. 6. Hollinger International Inc. and UniMedia Holding Company. 11 Exchange Agreement Providing for Incorporated by reference from the Exchange of Non-Voting Exhibit 11 of Schedule 13D/A Amendment Special Shares among 3396754 No. 6. Canada 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/A Hollinger Inc. and the Canadian Amendment No. 4. 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. 4. Limited and certain lenders. 14 Letter agreement dated May 24, Incorporated by reference from 1996 among Hollinger Inc., Exhibit 11 of Schedule 13D/A Hollinger International Inc., Amendment No. 4. 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 Hollinger International Inc. and Amendment No. 6. Hollinger Canadian Publishing Holdings Inc. 16 Letter agreement dated (filed herewith) September 30, 1998 among Hollinger Inc., Ravelston and Toronto Dominion (New York), Inc. 17 Letter agreement dated (filed herewith) September 30, 1998 among Hollinger Inc., Ravelston and Scotiabanc Inc. 18 Letter agreement dated (filed herewith) September 30, 1998 among Hollinger Inc., Ravelston and First Chicago Hedging Services Corporation 19 Letter agreement dated (filed herewith) September 30, 1998 among Hollinger Inc., Ravelston and NMS Services, Inc. EX-99.16 2 TORONTO TERMS OF AGREEMENT EXHIBIT 99.16 [Letterhead of Hollinger] September 30, 1998 Toronto Dominion (New York), Inc. 31 West 52nd Street New York, NY 10019 Attention: Dan Kochav Dear Sir: This will confirm the terms of our agreement to sell to you 391,482 Class A Common Shares of Hollinger International Inc. (the "Purchased Shares"). The Purchased Shares will be received by you either upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary thereof, the retraction by you of retractable common shares of Hollinger Inc. (the "Retractable Shares") transferred by The Ravelston Corporation Limited or a wholly-owned subsidiary thereof to you, and/or the conversion by you of Series D Preferred Shares of Hollinger International Inc. (the "Preferred Stock") transferred by Hollinger Inc. or a wholly-owned subsidiary thereof to you, as set out in the attached Schedule. TERMS 1.Price U.S. $13.88 per Purchased Share (or C$21.167 per Purchased Share) or U.S. $5,433,770.16 (or C$8,286,499.49) in aggregate to be paid as follows: (a) C$6,197,731.75 in Canadian dollars to Hollinger Inc. for the account of The Ravelston Corporation Limited on September 30, 1998; and (b) U.S. $1,369,683.77 to Hollinger Inc. on or about October 1, 1998. 2. Delivery of Share Share certificate(s) for Certificates and 391,482 Purchased Shares will Registration Particulars be delivered by 12:01 a.m. on October 1, 1998 registered as follows: Toronto Dominion (New York), Inc. 31 West 52nd Street New York, NY 10019 To the extent the Purchased Shares are to be delivered upon retraction of the Retractable Shares or exchange of the Preferred Stock, Hollinger Inc. will take such action, at its sole cost and expense, as may be necessary to cause such Purchased Shares to be timely delivered hereunder. 3. Title to Shares The Purchased Shares, Retractable Shares and Preferred Stock will be delivered to you free and clear of any charge, lien, security interest or other encumbrance of any nature. 4. Condition Our respective obligations to complete the transaction are subject to execution by you and Hollinger International Inc. of a forward share purchase transaction by no later than the close of business on October 1, 1998. 5. Validity The Purchased Shares, Retractable Shares and Preferred Stock will be duly authorized, validly issued, fully paid and non-assessable. 6. Legality The transactions contemplated hereby, including the sale of the Purchased Shares, the Retractable Shares and the Preferred Stock to you and the retraction of the Retractable Shares and the exchange of the Preferred Stock for Purchased Shares, have been approved by all necessary corporate action on the part of Hollinger Inc. and Hollinger International Inc., will not breach or result in a default under any charter document of, or indenture, agreement or instrument binding on, Hollinger Inc. or Hollinger International Inc. and comply with all laws and regulations (including securities laws and regulations) applicable to Hollinger Inc. or Hollinger International Inc. This agreement constitutes a valid, binding and enforceable obligations of Hollinger Inc. Please confirm your agreement with the terms set out above by signing and returning to us a copy of this letter no later than 4:00 p.m. on September 30, 1998. HOLLINGER INC. By: /s/ John A. Boultbee -------------------------- John A. Boultbee THE RAVELSTON CORPORATION LIMITED By: /s/ John A. Boultbee --------------------------- John A. Boultbee Acceptance The undersigned hereby confirms the agreement set out above on September 30, 1998. TORONTO DOMINION (NEW YORK), INC. /s/ Laurel A. Brian - --------------------------------------- Signature of Authorized Representative SCHEDULE Transferor Number, Issuer and Class Number of Purchased Shares of Shares resulting from retraction/conversion (if applicable) 504468 N.B. Inc. 18,995 shares of Series D 129,957 Preferred Stock of Hollinger International Inc. The Ravelston 348,775 retractable 261,518 Corporation Limited common shares of Hollinger Inc. Hollinger Inc. Direct Transfer 7 EX-99.17 3 SCOTIABANC TERMS OF AGREEMENT LETTER EXHIBIT 99.17 [Letterhead of Hollinger] September 30, 1998 Scotiabanc Inc. Suite 2700 600 Peachtree Street N.E. Atlanta, Georgia Attention: William J.G. Brown Dear Sir: This will confirm the terms of our agreement to sell to you 3,602,305 Class A Common Shares of Hollinger International Inc. (the "Purchased Shares"). The Purchased Shares will be received by you either upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary thereof, the retraction by you of retractable common shares of Hollinger Inc. transferred by The Ravelston Corporation Limited or a wholly-owned subsidiary thereof, and/or the conversion by you of Series D Preferred Shares of Hollinger International Inc. transferred by Hollinger Inc. or a wholly-owned subsidiary thereof to, as set out in the attached Schedule. TERMS 1. Price U.S. $13.88 per Purchased Share (or C$20.88 per Purchased Share) or U.S. $49,999.979.52 (or C$75,221,869.19) in aggregate to be paid as follows: (a) C$61,977,317.50 in Canadian dollars to Hollinger Inc. for the account of The Ravelston Corporation Limited on September 30, 1998; and (b) U.S. $8,803,667 to Hollinger Inc. on or about October 1, 1998. 2. Delivery of Share Certificates Share certificate(s) for 3,602,305 and Registration Particulars Purchased Shares will be delivered on October 1, 1998 as follows: NMS Services, Inc. c/o NationsBank Montgomery Securities LLC 9 West 57th Street New York, NY 10019 3. Title to Purchased Shares The Purchased Shares will be delivered to you free and clear of any charge, lien, security interest or other encumbrance of any nature. 4. Condition Our respective obligations to complete the transaction are subject to execution by you and Hollinger International Inc. of a forward share purchase transaction. 5. Validity The Purchased Shares will be duly authorized, validly issued, fully paid and non-assessable. Please confirm your agreement with the terms set out above by signing and returning to us a copy of this letter no later than 4:00 p.m. on September 30, 1998. HOLLINGER INC. By: /s/ John A. Boultbee ------------------------ John A. Boultbee THE RAVELSTON CORPORATION LIMITED By: /s/ John A. Boultbee ------------------------- John A. Boultbee Acceptance The undersigned hereby confirms the agreement set out above on September 30, 1998. NMS SERVICES, INC. /s/ R. Kevin Beauregard - -------------------------------------- Signature of Authorized Representative SCHEDULE Transferor Number, Issuer and Class Number of Purchased Shares of Shares resulting from retraction/conversion (if applicable) 504468 N.B. Inc. 144,280 shares of Series 987,114 D Preferred Stock of Hollinger International Inc. The Ravelston 3,487,750 retractable 2,615,188 Corporation common shares of Limited Hollinger Inc. Hollinger Inc. Direct Transfer 2 EX-99.18 4 FIRST CHICAGO TERMS OF AGREEMENT EXHIBIT 18 [Letterhead of Hollinger] September 30, 1998 First Chicago Hedging Services Corporation 1 First National Plaza Suite 629 Chicago, Illinois 60670-0629 Attention: Michael Phelan Dear Sir: This will confirm the terms of our agreement to sell to you 2,521,613 Class A Common Shares of Hollinger International Inc. (the "Purchased Shares"). The Purchased Shares will be received by you either upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary thereof, the retraction by you of retractable common shares of Hollinger Inc. transferred by The Ravelston Corporation Limited or a wholly-owned subsidiary thereof, and/or the conversion by you of Series D Preferred Shares of Hollinger International Inc. transferred by Hollinger Inc. or a wholly-owned subsidiary thereof, as set out in the attached Schedule. TERMS 1. Price U.S. $13.88 per Purchased Share (or C$21.03 per Purchased Share) or U.S. $34,999,988.44 (or C$53,024,982.49) in aggregate to be paid as follows: (a) C$43,384,122.25 in Canadian dollars to Hollinger Inc. for the account of The Ravelston Corporation Limited on September 30, 1998; and (b) U.S. $6,363,605.24 to Hollinger Inc. on or about October 1, 1998. 2. Delivery of Share Certificates Share certificate(s) for 2,521,613 and Registration Particulars Purchased Shares will be delivered on October 1, 1998 as follows: First Chicago Hedging Services Corporation 1 First National Plaza Suite 629 Chicago, Illinois 60670-0629 3. Title to Purchased Shares The Purchased Shares will be delivered to you free and clear of any charge, lien, security interest or other encumbrance of any nature. 4. Condition Our respective obligations to complete the transaction are subject to execution by The First National Bank of Chicago and Hollinger International Inc. of a forward share purchase transaction. 5. Validity The Purchased Shares will be duly authorized, validly issued, fully paid and non-assessable. Please confirm your agreement with the terms set out above by signing and returning to us a copy of this letter no later than 4:00 p.m. on September 30, 1998. HOLLINGER INC. By: /s/ John A. Boultbee ------------------------- John A. Boultbee THE RAVELSTON CORPORATION LIMITED By: /s/ John A. Boultbee --------------------------- John A. Boultbee Acceptance The undersigned hereby confirms the agreement set out above on September 30, 1998. FIRST CHICAGO HEDGING SERVICES CORPORATION /s/ Kelly C. Trescher - --------------------------------------- Signature of Authorized Representative SCHEDULE Transferor Number, Issuer and Number of Purchased Class of Shares Shares resulting from retraction/conversion (if applicable) 504468 N.B. Inc. 100,996 shares of Series 690,980 D Preferred Stock of Hollinger International Inc. The Ravelston 2,441,425 retractable 1,830,630 Corporation common shares of Limited Hollinger Inc. Hollinger Inc. Direct Transfer 2 EX-99.19 5 NMS TERMS OF AGREEMENT EXHIBIT 19 [Letterhead of Hollinger] September 30, 1998 NMS Services, Inc. c/o NationsBank Montgomery Securities LLC 9 West 57th Street New York, New York 10019 Attention: R. Kevin Beauregard Dear Sir: This will confirm the terms of our agreement to sell to you 3,602,305 Class A Common Shares of Hollinger International Inc. (the "Purchased Shares"). The Purchased Shares will be received by you either upon a direct transfer from Hollinger Inc. or a wholly-owned subsidiary thereof, the retraction by you of retractable common shares of Hollinger Inc. transferred by The Ravelston Corporation Limited or a wholly-owned subsidiary thereof, and/or the conversion by you of Series D Preferred Shares of Hollinger International Inc. transferred by Hollinger Inc. or a wholly-owned subsidiary thereof, as set out in the attached Schedule. TERMS 1. Price U.S. $13.88 per Purchased Share (or C$20.88 per Purchased Share) or U.S. $49,999,993.40 (or C$75,199,990.07) in aggregate to be paid as follows: (a) C$61,977,317.50 in Canadian dollars to Hollinger Inc. for the account of The Ravelston Corporation Limited on September 30, 1998; and (b) U.S. $8,791,675.28 to Hollinger Inc. on or about October 1, 1998. 2. Delivery of Share Share certificate(s) for 3,602,305 Certificates and Purchased Shares will be delivered on Registration Particulars October 1, 1998 as follows: Scotiabanc Inc. Suite 2700 600 Peachtree Street N.E. Atlanta, Georgia 30308 3. Title to Purchased Shares The Purchased Shares will be delivered to you free and clear of any charge, lien, security interest or other encumbrance of any nature. 4. Condition Our respective obligations to complete the transaction are subject to execution by you and Hollinger International Inc. of a forward share purchase transaction. 5. Validity The Purchased Shares will be duly authorized, validly issued, fully paid and non-assessable. Please confirm your agreement with the terms set out above by signing and returning to us a copy of this letter no later than 4:00 p.m. on September 30, 1998. HOLLINGER INC. By: /s/ John A. Boultbee --------------------------- John A. Boultbee THE RAVELSTON CORPORATION LIMITED By: /s/ John A. Boultbee ---------------------------- John A. Boultbee Acceptance The undersigned hereby confirms the agreement set out above on September 30, 1998. SCOTIABANC INC. /s/ William R. Zarrett - -------------------------------------- Signature of Authorized Representative SCHEDULE Transferor Number, Issuer and Number of Purchased Class of Shares Shares resulting from retraction/conversion (if applicable) 504468 N.B. Inc. 144,280 shares of Series 987,114 D Preferred Stock of Hollinger International Inc. The Ravelston 3,487,750 retractable 2,615,188 Corporation common shares of Limited Hollinger Inc. Hollinger Inc. Direct Transfer 3 -----END PRIVACY-ENHANCED MESSAGE-----