Schedule 13G Amendment No. 1

-----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, CH7ijFbIoCaY2QP2HNNzOPuRwnI41MmfjhhpO/nmrLQ3MxHqcWXkZ+PK0gzzf1EH JQGC4HG7qvsjWElf4Nd/Rw== 0001193125-06-030801.txt : 20060214 0001193125-06-030801.hdr.sgml : 20060214 20060214130951 ACCESSION NUMBER: 0001193125-06-030801 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: CHEYNE CAPITAL MANAGEMENT LIMITED GROUP MEMBERS: CHEYNE GENERAL PARTNER INC. 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 06611099 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEYNE SPECIAL SITUATIONS FUND LP CENTRAL INDEX KEY: 0001339521 IRS NUMBER: 980409401 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WALKER HOUSE, MARY STREET STREET 2: PO BOX 908GT, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 0000 BUSINESS PHONE: 353 1 436 7200 MAIL ADDRESS: STREET 1: WALKER HOUSE, MARY STREET STREET 2: PO BOX 908GT, GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: 0000 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Hollinger International Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

US4355691084

(CUSIP/ISIN Number)

December 31, 2005

(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)


ISIN No. US4355691084				PAGE 2 OF 9 PAGES


1.		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cheyne Special Situations Fund L.P. 98-0409401
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5. SOLE VOTING POWER 0
		6. SHARED VOTING POWER 1,292,500
		7. SOLE DISPOSITIVE POWER 0
		8. SHARED DISPOSITIVE POWER 1,292,500


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7%
12.	TYPE OF REPORTING PERSON PN


ISIN No. US4355691084				PAGE 3 OF 9 PAGES


1.		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cheyne General Partner Inc.
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

1,292,500

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

1,292,500


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7%
12.	TYPE OF REPORTING PERSON CO


ISIN No. US4355691084				PAGE 4 OF 9 PAGES


1.		NAMES OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Cheyne Capital Management Limited
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

6. SHARED VOTING POWER

1,292,500

7. SOLE DISPOSITIVE POWER

8. SHARED DISPOSITIVE POWER

1,292,500


9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,292,500
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.7%
12.	TYPE OF REPORTING PERSON IA

Page 5 of 9 Pages

Item 1.

(a)

Name of Issuer:

Hollinger International Inc.

(b)

Address of Issuer’s Principal Executive Offices:

712 Fifth Avenue, New York, New York 10019

Item 2.

(a)

Name of Person Filing:

This Schedule 13G is being filed jointly by (i) Cheyne Special Situations Fund L.P., (ii) Cheyne General Partner Inc. and (iii) Cheyne Capital Management Limited.

(b)

Address of Principal Business Office or, if none, Residence:

The address of each of Cheyne Special Situations Fund L.P. and Cheyne General Partner Inc. is Walker House, Mary Street, PO Box 908GT, Grand Cayman, Cayman Islands.

The address of Cheyne Capital Management Limited is Stornoway House, 13 Cleveland Row, London, SW1A 3DH, England.

(c)

Citizenship:

Cheyne Special Situations Fund L.P. is a Cayman Islands limited partnership.

Cheyne General Partner Inc. is a Cayman Islands corporation.

Cheyne Capital Management Limited is a company incorporated under the laws of England and Wales.

(d)

Title of Class of Securities:

Class A Common Stock, $0.01 par value

(e)

ISIN Number:

US4355691084

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Act.

(b)

Bank as defined in Section 3(a)(6) of the Act.

(c)

Insurance company as defined in Section 3(a)(19) of the Act.

(d)

Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).*

* Cheyne Capital Management Limited only.

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 6 of 9 Pages



Item 4.	Ownership.

	(a)	Amount Beneficially Owned: **

	(b)	Percent of Class: **

	(c)	Number of Shares as to which the person has:

		(i)	sole power to vote or direct the vote **

		(ii)	shared power to vote or direct the vote **

		(iii)	sole power to dispose or direct the disposition of **

		(iv)	shared power to dispose or direct the disposition of **

	** See Attachment A

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following . x

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

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not applicable.

Item 9.	Notice of Dissolution of Group.

	Not applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 9 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.


Date: February 14, 2006

CHEYNE SPECIAL SITUATIONS FUND L.P.
acting through its general partner Cheyne General Partner Inc.

By		/s/ D. Hendry
Name:		D. Hendry
Title:		Director

CHEYNE GENERAL PARTNER INC.

By		/s/ D. Hendry
Name:		D. Hendry
Title:		Director

CHEYNE CAPITAL MANAGEMENT LIMITED

By		/s/ Simon James
Name:		Simon James
Title:		Chief Compliance Officer

Page 8 of 9 Pages

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree to the joint filing with the other persons signatory below of a statement on Schedule 13G or any amendments thereto, with respect to the Class A Common Stock of Hollinger International Inc., and that this Agreement be included as an attachment to such filing.

This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on this 14th day of February, 2006.


CHEYNE SPECIAL SITUATIONS FUND L.P.
acting through its general partner Cheyne General Partner Inc.

By		/s/ D. Hendry
Name:		D. Hendry
Title:		Director

CHEYNE GENERAL PARTNER INC.

By		/s/ D. Hendry
Name:		D. Hendry
Title:		Director

CHEYNE CAPITAL MANAGEMENT LIMITED

By		/s/ Simon James
Name:		Simon James
Title:		Chief Compliance Officer

Page 9 of 9 Pages

ATTACHMENT A

1. Beneficial Ownership (Item 4(a) and (b) of Schedule 13G)

As of December 31, 2005, Cheyne Special Situations Fund L.P. (“CLP”) was the direct beneficial owner of 1,292,500 shares of Class A Common Stock of Hollinger International Inc. (the “Class A Common Stock”), which, based on there being 75,687,055 shares of Class A Common Stock outstanding as reported in the Form 10-Q of Hollinger International Inc. for the quarterly period ended September 30, 2005 (the “Hollinger Form 10-Q”), represents approximately 1.7% of the outstanding Class A Common Stock.

As the general partner of CLP, Cheyne General Partner Inc. (“CGP”) may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 1,292,500 shares of Class A Common Stock owned by CLP. Accordingly, CGP may be deemed to be the beneficial owner of the 1,292,500 shares of Class A Common Stock owned by CLP, which, based on there being 75,687,055 shares of Class A Common Stock outstanding as reported in the Hollinger Form 10-Q, represents approximately 1.7% of the outstanding Class A Common Stock.

As the investment manager of CLP, Cheyne Capital Management Limited (“CCML”) may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 1,292,500 shares of Class A Common Stock owned by CLP. Accordingly, CCML may be deemed to be the beneficial owner of the 1,292,500 shares of Class A Common Stock owned by CLP, which, based on there being 75,687,055 shares of Class A Common Stock outstanding as reported in the Hollinger Form 10-Q, represents approximately 1.7% of the outstanding Class A Common Stock.

Each of CGP and CCML disclaim beneficial ownership of the 1,292,500 shares of Class A Common Stock owned by CLP, except to the extent of any pecuniary interest therein.

2. Power to Vote and Dispose (Item 4(c) of Schedule 13G)

CLP has shared power to vote or to direct the voting of and to dispose or to direct the disposition of 1,292,500 shares of Class A Common Stock.

CGP may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 1,292,500 shares of Class A Common Stock owned by CLP by reason of CGP being the general partner of CLP.

CCML may be deemed to have shared power to vote or to direct the voting of and to dispose or to direct the disposition of the 1,292,500 shares of Class A Common Stock owned by CLP by reason of CCML being the investment manager of CLP.

Each of CGP and CCML disclaim beneficial ownership of the 1,292,500 shares of Class A Common Stock owned by CLP, except to the extent of any pecuniary interest therein.

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