-----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, PsmSTjo2kIOKDV1fOh2apD2gU0WzxuFFlIQq+iK4uuEklLeROTr4883L+US0cnU1 HGeZ3bUMB1+wHx/XAo6B4g== 0000950128-97-000853.txt : 19970723 0000950128-97-000853.hdr.sgml : 19970723 ACCESSION NUMBER: 0000950128-97-000853 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970722 SROS: NYSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14164 FILM NUMBER: 97643758 BUSINESS ADDRESS: STREET 1: 401 NORTH WABASH AVE STREET 2: SUITE 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 8-K 1 HOLLINGER INTERNATIONAL INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 ---------- Date of Report (Date of earliest event reported): July 14, 1997 Hollinger International Inc. (Exact name of registrant as specified in charter) Delaware 0-24004 95-3518892 (State or other (Commission (IRS employer jurisdiction of incorp.) file number) identification no.) 401 North Wabash Avenue, Chicago, Illinois 60611 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (312) 321-2299 2 Item 5. Other Events. Hollinger International Inc. (the "Company") and its parent corporation, Hollinger Inc., announced that on July 14, 1997, the Company received a Notice of Motion and Verified Complaint filed on behalf of one individual who owns shares of Class A Common Stock and Series B Convertible Preferred Stock of the Company and who is seeking to be certified as representative of a class of plaintiffs. The complaint arises out of matters to be voted on at a special meeting of the stockholders of the Company scheduled for July 21, 1997 (the "July Meeting"). The complaint also names as defendants Hollinger Inc. and the directors of the Company and seeks injunctive and monetary relief based on (i) alleged violations of the provision of the Delaware General Corporation Law requiring a class vote of the Company's preferred stock in connection with a proposed increase of the total preferred stock, and (ii) alleged breaches by Hollinger Inc. and the Company's directors of their fiduciary duties in connection with the July Meeting and in connection with certain intercompany stock exchanges described in the proxy statement relating to the July Meeting. The Company is reviewing the complaint and will respond accordingly. The press release of the Company dated July 15, 1997 describing the complaint is attached hereto as Exhibit 99.01 and incorporated by reference herein in its entirety. The Company announced on July 16, 1997 that is has postponed for a brief period the July Meeting previously scheduled to occur on July 21, 1997, in order to consider certain modifications and clarifications to the proposals to be acted on at the special meeting, none of which would affect the fundamental nature of the transactions underlying the proposals. Hollinger International also announced that the parties to the recently filed litigation relating to the special meeting have agreed to adjourn indefinitely the previously scheduled hearing on the plaintiff's motion for a temporary restraining order. The press release of the Company dated July 16, 1997 announcing the postponement of the July Meeting and the adjournment of the hearing is attached hereto as Exhibit 99.02 and incorporated by reference herein in its entirety. The Company announced on July 21, 1997 that it had settled the litigation referred to above. As a result of the settlement, the Company has made certain procedural and other modifications in the transactions to be acted upon at a special meeting of stockholders, none of which affects the fundamental nature of the transactions. The Company issued on July 21, 1997 a Second Supplemental Proxy Statement reflecting the modifications that have been agreed to as part of the settlement. The July Meeting has been rescheduled for July 31, 1997. The settlement is subject to final approval by the Delaware Chancery Court. The press release of the Company dated July 21, 1997 is attached hereto as Exhibit 99.03 and incorporated by reference herein in its entirety. - 2 - 3 Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.01 Press Release dated July 15, 1997. 99.02 Press Release dated July 16, 1997. 99.03 Press Release dated July 21, 1997. - 3 - 4 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 INTERNATIONAL INC. By: /s/ KENNETH L. SEROTA ----------------------- Kenneth L. Serota Title: Vice President -- Law & Finance and Secretary Date: July 22, 1997 - 4 - 5 Exhibit Index Exhibit Sequential No. Document Page No. - ------- -------- ----------- 99.01 Press Release dated July 15, 1997. 99.02 Press Release dated July 16, 1997. 99.03 Press Release dated July 21, 1997. - 5 - EX-99.01 2 HOLLINGER INTERNATIONAL INC. 1 EXHIBIT 99.01 HOLLINGER INC. (Canada) HOLLINGER INTERNATIONAL INC. (U.S.) PRESS RELEASE Toronto, Canada, July 15, 1997 - Hollinger Inc. ("Hollinger") (TSE, MSE, VSE: HLG; Nasdaq: HLGRF) and Hollinger International Inc. (NYSE: HLR) (the "Company") announce that on July 14, 1997 the Company received a Notice of Motion and Verified Complaint filed on behalf of one individual who owns shares of Class A Common Stock and Series B Convertible Preferred Stock of the Company and who is seeking to be certified as representative of a class of plaintiffs. The complaint arises out of matters to be voted on at a special meeting of the stockholders of the Company scheduled for July 21, 1997 (the "July Meeting"). The complaint also names as defendants Hollinger Inc. and the directors of the Company and seeks injunctive and monetary relief based on (i) alleged violations of the provision of the Delaware General Corporation Law requiring a class vote of the Company's Preferred Stock in connection with a proposed increase of the total authorized Preferred Stock, and (ii) alleged breaches by Hollinger Inc. and the Company's directors of their fiduciary duties in connection with the July Meeting and in connection with certain intercompany stock exchanges described in the Proxy Statement. The purpose of the July Meeting is to authorize the issuance of securities as required by agreements entered into on the closing of the acquisition of certain Canadian newspaper assets announced by the Company on April 18, 1997, to authorize the issuance of Class A common shares upon the exchange of Hollinger Canadian Publishing Holdings Inc. ("HCPH") Special Shares to be issued in connection with the recent HCPH take-over bid for Southam Inc. and to approve an increase in the Company's authorized preferred stock. The Company is reviewing the complaint and will respond accordingly. Hollinger is a Canadian-based international newspaper company that, directly and through its subsidiaries and associated companies, is engaged primarily in the publishing, printing and distribution of newspapers and magazines in the United Kingdom, the United States, Canada and Israel. Hollinger holds 51.2% of the equity shares and 77.7% of the voting power in Hollinger International. 2 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. Included among the 163 paid daily newspapers that the Company wholly owns or has an interest in are the Chicago Sun-Times, The Daily Telegraph (London) and The Ottawa Citizen. These 163 newspapers have a world-wide daily combined circulation of approximately 4,451,000. In addition, the Company owns or has an interest in 441 non-daily newspapers as well as magazines and other publications. For information please call: Peter Y. Atkinson Kenneth L. Serota Vice-President Vice-President, Law and Finance and General Counsel and Secretary Hollinger Inc. and Hollinger International Inc. Vice-President (312) 321-2206 Hollinger International Inc. (416) 363-8721 - 2 - EX-99.02 3 HOLLINGER INTERNATIONAL INC. 1 EXHIBIT 99.02 HOLLINGER INC. (Canada) HOLLINGER INTERNATIONAL INC. (U.S.) PRESS RELEASE Toronto, Canada, July 16, 1997 - Hollinger International Inc. (NYSE: HLR) ("Hollinger International"), the U.S. subsidiary of Hollinger Inc. ("Hollinger") (TSE, MSE, VSE: HLG; Nasdaq: HLGRF) announced today that is has postponed for a brief period the special meeting of stockholders previously scheduled to occur on July 21, 1997, in order to consider certain modifications and clarifications to the proposals to be acted on at the special meeting, none of which would affect the fundamental nature of the transactions underlying the proposals. Hollinger International also announced that the parties to the recently filed litigation relating to the special meeting have agreed to adjourn indefinitely the previously scheduled hearing on the plaintiff's motion for a temporary restraining order. Hollinger is a Canadian-based international newspaper company that, directly and through its subsidiaries and associated companies, is engaged primarily in the publishing, printing and distribution of newspapers and magazines in the United Kingdom, the United States, Canada and Israel. Hollinger holds 51.2% of the equity shares and 77.7% of the voting power in Hollinger International. 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. Included among the 163 paid daily newspapers that the company wholly owns or has an interest in are the Chicago Sun-Times, The Daily Telegraph (London) and The Ottawa Citizen. These 163 newspapers have a world-wide daily combined circulation of approximately 4,451,000. In addition, the company owns or has an interest in 441 non-daily newspapers as well as magazines and other publications. For information please call: Peter Y. Atkinson Kenneth L. Serota Vice-President and General Counsel Vice-President, Law and Finance Hollinger Inc. and and Secretary Vice-President Hollinger International Inc. Hollinger International Inc. (312) 321-2206 (416) 363-8721 EX-99.03 4 HOLLINGER INTERNATIONAL INC. 1 Exhibit 99.03 HOLLINGER INTERNATIONAL INC. - -------------------------------------------------------------------------------- PRESS RELEASE - -------------------------------------------------------------------------------- HOLLINGER INC. (CANADA) HOLLINGER INTERNATIONAL INC. (U.S.) PRESS RELEASE FOR IMMEDIATE RELEASE For information please call: Peter Y. Atkinson Kenneth L. Serota Vice President and General Counsel Vice President - Hollinger Inc. and Law & Finance and Secretary Vice President Hollinger International Inc. Hollinger International Inc. (312) 321-2206 (416) 363-8721 New York, New York, July 21, 1997 - Hollinger International (NYSE: HLR) ("Hollinger International"), the U.S. subsidiary of Hollinger Inc. ("Hollinger") (TSE, MSE, VSE: HLG: Nasdaq: HLGRF), announced today that it has settled the stockholders lawsuit brought against it, its directors and Hollinger Inc. last week in the Delaware Chancery Court. As a result of the settlement, the Company has made certain procedural and other modifications in the transactions to be acted upon at a special meeting of stockholders, none of which affects the fundamental nature of the transactions. The Company has today issued a Second Supplemental Proxy Statement reflecting the modifications that have been agreed to as part of the settlement. The Special Meeting, which had been scheduled for July 21, 1997, has been rescheduled for July 31, 1997. The Settlement is subject to final approval by the Court. Hollinger International, through its subsidiaries and affiliated company, is a leading publishing of English-language newspapers in the United States, United Kingdom, Canada, and Israel. Included among the 163 paid daily newspapers that the company wholly owns or has an interest in are the Chicago Sun-Times, The Daily Telegraph (London) and The Ottawa Citizen. These 163 newspapers have a world-wide daily combined circulation of approximately 4,451,000. In addition, the company owns or has an interest in 441 non-daily newspapers as well as magazines and other publications. Hollinger Inc. is a Canadian-based international newspaper company that, directly and through its subsidiaries and associated companies, is engaged primarily in the publishing, printing and distribution of newspapers and magazines in the United Kingdom, the United States, Canada and Israel. Hollinger holds 51.87% of the equity shares and 78.15% of the voting power in Hollinger International. For more information of Hollinger International Inc., free of charge, dial 1-800-PRO-INFO and enter the company code; "HLR" ### -----END PRIVACY-ENHANCED MESSAGE-----