-----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, Ksp+kaZQ9NCAR6j+DEA6uDWtbVtUINzuj/AXlQjZFCxs4J54ImsF9q5tXjJkSf3T eM7D5q13KRrYG6nW1T+qYA== 0000950142-04-000704.txt : 20040305 0000950142-04-000704.hdr.sgml : 20040305 20040304173342 ACCESSION NUMBER: 0000950142-04-000704 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040304 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040305 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: 04649790 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 8-K 1 form8k_030404.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2004 HOLLINGER INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE 1-14164 95-3518892 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) 401 North Wabash Avenue, Suite 740 Chicago, IL 60611 (Address of principal executive offices) (Zip Code) (312) 321-2299 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On March 4, 2004, Vice Chancellor Leo E. Strine, Jr. entered the final Order and Judgment (the "Order") of the Delaware Chancery Court in the recently concluded trial involving Hollinger International Inc. (the "Company"), Conrad M. Black and Hollinger Inc. A copy of the Order is filed as Exhibit 99.1 to this filing. The Company issued a statement on the Order on March 4, 2004, a copy of which is filed as Exhibit 99.2 to this filing. ITEM 7. EXHIBITS The exhibits filed with this report are as follows: Exhibit 99.1 Order and Judgment of the Delaware Chancery Court dated March 4, 2004. Exhibit 99.2 Press Release dated March 4, 2004. 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. (Registrant) Date: March 4, 2004 By: /s/ Gordon A. Paris ------------------------------------- Gordon A. Paris President and Chief Executive Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION -------------- ----------- 99.1 Order and Judgment of the Delaware Chancery Court dated March 4, 2004. 99.2 Press Release dated March 4, 2004. EX-99 3 ex991-form8k_030404.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN AND FOR NEW CASTLE COUNTY HOLLINGER INTERNATIONAL INC. ) ) Plaintiff, ) ) v. ) C.A. No. 183-N ) CONRAD M. BLACK, HOLLINGER INC., ) and 504468 N.B. INC. ) ) Defendants. ) ) - and - ) ) CARDINAL VALUE EQUITY PARTNERS, LP, PRESS HOLDINGS INTERNATIONAL LIMITED, and ) PRESS ACQUISITION INC., ) ) Intervenors. ) ) ) ) ) CONRAD M. BLACK, HOLLINGER INC., and ) 504468 N.B. INC. ) ) Counterclaim Plaintiffs, ) ) v. ) ) HOLLINGER INTERNATIONAL INC., ) ) Counterclaim Defendant, ) ) RICHARD C. BREEDEN, RICHARD BREEDEN & CO., ) GORDON A. PARIS, JAMES R. THOMPSON, ) RICHARD D. BURT, HENRY A. KISSINGER, ) RICHARD N. PERLE, SHMUEL MEITAR, GRAHAM W. ) SAVAGE, and RAYMOND G.H. SEITZ, ) ) Additional Counterclaim ) Defendants. ) ) ) ) ORDER AND JUDGMENT AND NOW, this 3rd day of March, 2004, the Court having held a trial on the merits of certain claims in this matter and a hearing on Plaintiff's Motion for a Preliminary Injunction on February 18, 19 and 20, 2004, having considered the evidentiary record that the parties have put before the Court, having considered argument of counsel in their briefs, and based upon the findings of fact and conclusions of law set forth in the Court's Opinion dated February 26, 2004 (the "Opinion"), IT IS HEREBY ORDERED AND ADJUDGED that: 1. COUNT I of the Complaint is DISMISSED WITH PREJUDICE for the reasons set forth in the Opinion. There is no just reason to delay entry of final judgment on Count I of the Complaint. 2. On COUNT II of the Complaint (Declaration of the Invalidity of the Bylaw Amendments), final declaratory judgment is entered FOR the Plaintiff and AGAINST the Defendants and, for the reasons set forth in the Opinion, the Court DECLARES that: (a) the January 23, 2004 Amendments to Plaintiff's Bylaws are ineffective and that the Bylaws were never amended by the purported Amendments; (b) the Corporate Review Committee of the Board of Directors of Hollinger International Inc. was and remains duly constituted; (c) COUNT VIII of Defendants' Counterclaim is DISMISSED WITH PREJUDICE; AND (d) there is no just reason to delay entry of final judgment on Count II of the Complaint and Count VIII of the Defendants' Counterclaim. 3. On COUNT III (Breach of the Restructuring Agreement and Inducing Breach of the Restructuring Agreement) and COUNT IV (Breach of 2 Fiduciary Duty and Inducing Breach of Fiduciary Duty) of the Complaint, Plaintiff's Motion for a Preliminary Injunction is GRANTED on the basis, as more fully set forth in the Opinion, that certain of the Defendants have breached fiduciary duties and have breached the Restructuring Proposal, and therefore: (a) Each of Defendants and Intervenors Press Holdings International Limited and Press Acquisition Inc., and each of their respective employees, agents, officers, directors, affiliates and associates, and all persons or entities acting in concert with them or on their behalf, are PRELIMINARILY ENJOINED from taking any steps to pursue or to consummate (i) the Tender Offer announced January 18, 2004 for the shares of Hollinger Inc. (a/k/a the "Barclays Transaction") or (ii) any other transaction in violation of paragraphs 6 or 7 of the Restructuring Proposal; AND (b) Defendant Black, and each of his employees, agents, officers, directors, affiliates and associates, and all persons or entities acting in concert with him or on his behalf, are PRELIMINARILY ENJOINED from committing further breaches of fiduciary duty or of the Restructuring Proposal, including, but not limited to, (i) taking any actions that violate their duties under the Restructuring Proposal, (ii) taking any actions that would undermine the Strategic Process, and (iii) failing to inform Hollinger International Inc. candidly and completely of all opportunities within the scope of the Strategic Process that come to their attention; AND (c) Intervenors Press Holdings International Limited and Press Acquisition Inc., Defendant Hollinger Inc. and Defendant N.B. 504468, Inc., and each of their respective employees, agents, officers, directors, affiliates and associates, and all persons or entities acting in concert with them or on their behalf, are PRELIMINARILY ENJOINED from taking any action, whether in concert with Defendant Black or others, that would (i) tortiously interfere with 3 the Restructuring Proposal, (ii) aid or abet a breach of fiduciary duty owed to Hollinger International Inc. or its shareholders, or (iii) aid or abet a breach this Order and Judgment; AND (d) Defendant Black, and each of his employees, agents, officers, directors, affiliates and associates, and all persons or entities acting in concert with him or on his behalf, are PRELIMINARILY ENJOINED from further disseminating confidential information of Hollinger International Inc., including materials concerning the Strategic Process, to anyone not expressly authorized by Hollinger International Inc. to receive such confidential information and materials; AND (e) This preliminary injunctive relief is effective immediately and, in lieu of posting a bond, Hollinger International Inc. will offer to provide a loan to Hollinger Inc. (the "Loan"), directly or indirectly, in the aggregate amount of US $7.4 million plus the amount of all Funding Costs (as defined below), for purposes of allowing Hollinger Inc. to make the payment of interest due on March 1, 2004 on its 11.875% Senior Secured Notes due 2011 (the "Senior Notes"). The Loan will (i) bear interest at an annual interest rate of 9.375% (2.5% less than the interest rate on Hollinger Inc.'s Senior Notes), (ii) mature on September 30, 2004 (six months from the interest payment date on the Senior Notes), (iii) be secured by a perfected first priority lien on unencumbered Class A shares of Hollinger International Inc. that are owned by Hollinger Inc. having a fair market value of at least 200% of the amount of the Loan, and (iv) require (a) payment by Hollinger Inc. of reasonable costs and expenses (including, if applicable, prospective compliance with the margin lending rules), as shall be acceptable to Hollinger International Inc. in its reasonable judgment and (b) the funding by Hollinger Inc. of a secured reserve account to cover interest payments on the Loan (collectively, the "Funding Costs"). For the avoidance of doubt, the offer to make the Loan indirectly shall mean an offer to guarantee a 4 loan (a "Bank Loan") made by a Canadian chartered bank or financial institution to Hollinger Inc. having terms no less favorable to the lender (other than as to the terms described in clause (i) and clause (iv)(b) above) than those terms set forth above; PROVIDED THAT Hollinger International Inc. shall be subrogated fully to all rights of such lender upon payment of its guarantee obligation and shall receive a reasonable guarantee fee, not exceeding 25 basis points. The obligation to make such offer is conditioned on Hollinger Inc. taking prompt steps to require Conrad M. Black, F. David Radler and Ravelston Corporation Limited to repay their obligations to Hollinger Inc. Hollinger International Inc. may also seek relief from this Court to withhold sufficient funds from any transaction arising out of the Strategic Process to repay or assure satisfaction of any outstanding obligations in respect of the Loan or any Bank Loan supported by such guarantee. 4. On COUNT V of the Complaint (Declaratory Judgment Concerning the Adoption of a Rights Plan) final declaratory judgment is entered FOR the Plaintiff and AGAINST the Defendants and the Court DECLARES that the Shareholder Rights Plan adopted by the Corporate Review Committee of the Board of Directors of Hollinger International Inc. was a proper exercise of statutory authority the exercise of which was consistent with the Corporate Review Committee's fiduciary duty to protect Hollinger International Inc. AND COUNTS I, II, III, IV, VII AND IX of Defendants' Counterclaim are DISMISSED WITH PREJUDICE. There is no just reason to delay entry of final judgment on Count V of the Complaint or Counts I, II, III, IV, VII and IX of Defendants' Counterclaim. /s/ Judge Leo E. Strine, Jr. ---------------------------------- Vice Chancellor DATED: March 4, 2004 EX-99 4 ex992-form8k_030404.txt EXHIBIT 99,2 EXHIBIT 99.2 ------------ FOR IMMEDIATE RELEASE HOLLINGER INTERNATIONAL STATEMENT ON DELAWARE COURT ORDER WITH PREVIOUS IMPEDIMENTS REMOVED, STRATEGIC PROCESS PROCEEDING IN A TIMELY MANNER New York, NY, March 4, 2004 - Hollinger International Inc. (NYSE:HLR) today said that Vice Chancellor Leo E. Strine, Jr. entered the final Order and Judgment from the Delaware Chancery Court in the recently concluded trial involving the Company, Conrad M. Black and Hollinger Inc. ("HLG"). Hollinger International ("the Company") said that the Order and Judgment allows it to pursue the Strategic Process ("the Process") without interruption and to evaluate all potential alternatives to maximize value for all of its shareholders. Hollinger International noted that the objective of the Process for which it has retained Lazard continues to be the same as the day it was announced in November: to evaluate a wide variety of options and determine the impact of these alternatives on the Company's shareholders. The Company said that it was pleased with the preliminary interest displayed in its properties. Now, with major impediments to the Process removed by the Order and Judgment, the Company is moving forward actively with the Process. Lazard invited offers for all of Hollinger International, as well as offers for each of the Telegraph Group, the Chicago Group, the Jerusalem Post and the Canadian Group. In response to inquiries on this matter, the Company stated that it welcomes the Barclay brothers to participate in the Process. The Company also said that, in accordance with the Order and Judgment and as a condition to the effectiveness of the injunctive relief granted, it will offer to provide a loan to HLG for $7.4 million plus certain costs and expenses to enable HLG to make the payment of interest due on March 1, 2004 on its Senior Notes, for which there is a 30-day grace period for payment. If made, the loan from the Company to HLG will bear an annual interest rate 2.5% less than the rate of HLG's Senior Notes, will mature on September 30, 2004, and will be secured by a first priority lien on unencumbered Class A shares of Hollinger International Inc. that are owned by HLG having a market value of at least 200% of the amount of the loan. Additionally, the loan would require HLG to pay reasonable costs and expenses, and to fund a secured reserve account to cover interest payments on the loan. The Company will also offer, as an alternative to the loan, to guarantee a similar loan made by a financial institution to HLG, which should provide HLG more flexibility to work within its existing debt restrictions. According to the Order and Judgment, the Company's obligation to make such a loan or guarantee offer is conditioned on HLG taking prompt steps to require Mr. Black, David Radler and Ravelston Corporation Ltd. to repay their obligation to HLG. Hollinger International Inc. may also seek relief from the Court to withhold sufficient funds from any transaction arising out of the Process to repay or assure satisfaction of any outstanding obligations in respect of the loan made or guaranteed by the Company. NOTES TO EDITORS: UNDER THE TERMS OF THE ORDER AND JUDGMENT, AMONG OTHER THINGS, THE COURT: DECLARED THAT THE JANUARY 23, 2004 BYLAW AMENDMENTS ARE INEFFECTIVE AND THAT THE CORPORATE REVIEW COMMITTEE OF THE BOARD OF DIRECTORS REMAINS DULY CONSTITUTED; DECLARED THAT THE SHAREHOLDER RIGHTS PLAN WAS A PROPER EXERCISE OF STATUTORY AUTHORITY BY THE CORPORATE REVIEW COMMITTEE; ENJOINED MR. BLACK, PRESS HOLDINGS INTERNATIONAL LIMITED AND OTHERS FROM TAKING ANY STEPS TO PURSUE OR CONSUMMATE THE PREVIOUSLY ANNOUNCED TENDER OFFER AND ANY OTHER TRANSACTION THAT VIOLATES THE RESTRUCTURING PROPOSAL OF NOVEMBER 15, 2003; AND ENJOINED MR. BLACK AND OTHERS FROM COMMITTING FURTHER BREACHES OF FIDUCIARY DUTY OR OF THE RESTRUCTURING PROPOSAL, INCLUDING TAKING ANY ACTIONS THAT WOULD UNDERMINE THE STRATEGIC PROCESS AND FAILING TO INFORM HOLLINGER INTERNATIONAL CANDIDLY AND COMPLETELY OF ALL OPPORTUNITIES WITHIN THE SCOPE OF THE STRATEGIC PROCESS THAT COME TO THEIR ATTENTION. THE FULL TEXT OF THE ORDER AND JUDGMENT IS AVAILABLE ON WWW.HOLLINGERINTERNATIONAL.COM. Hollinger International Inc. is a global newspaper publisher with English-language newspapers in the United States, Great Britain, and Israel. Its assets include THE DAILY TELEGRAPH, THE SUNDAY TELEGRAPH and THE SPECTATOR magazine in Great Britain, the CHICAGO SUN-TIMES and a large number of community newspapers in the Chicago area, THE JERUSALEM POST and THE INTERNATIONAL JERUSALEM POST in Israel, a portfolio of new media investments and a variety of other assets. Cautionary Statement on Forward-Looking Statements. Certain statements made in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words "believe", "anticipate," "expect," "estimate," "project," "will be," "will continue," "will likely result" or similar words or phrases. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by Hollinger International Inc. with the Securities and Exchange Commission, including in its Forms 10-K and 10-Q. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. CONTACTS: US/CANADA MEDIA Molly Morse Kekst and Company 212-521-4826 molly-morse@kekst.com UK MEDIA Jeremy Fielding Kekst and Company 1-212-521-4825 jeremy-fielding@kekst.com -----END PRIVACY-ENHANCED MESSAGE-----