-----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, QQ6R+6GVbmv8qqi/IDg7q67zFUnSVtpsrZ46mUluCBxA3iMH9tF1MdeLbEUnFL0N GjPS/xuUUh7gW23DLC+2hg== 0000950142-04-003496.txt : 20041008 0000950142-04-003496.hdr.sgml : 20041008 20041008172729 ACCESSION NUMBER: 0000950142-04-003496 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041008 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041008 DATE AS OF CHANGE: 20041008 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: 041072862 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_100804.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): October 8, 2004 HOLLINGER INTERNATIONAL INC. (Exact name of registrant as specified in its charter) DELAWARE - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 1-14164 95-3518892 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 401 NORTH WABASH AVENUE, SUITE 740 CHICAGO, IL 60611 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (312) 321-2299 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions: [_] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT In November 2000, Hollinger International Inc. ("Hollinger International" or the "Company") and Hollinger Canadian Newspapers, Limited Partnership ("HCNLP", and together with Hollinger International, "Hollinger"), received approximately Cdn $766.8 million aggregate principal amount of 12.125% Fixed Rate Subordinated Debentures due November 15, 2010 (the "CanWest Debentures") issued by a wholly-owned subsidiary of CanWest Global Communications Corp. ("CanWest") called 3815668 Canada Inc (the "Issuer"). The CanWest Debentures are guaranteed by CanWest and were issued to Hollinger in partial payment for the sale by Hollinger of certain Canadian newspaper and internet assets to CanWest. In 2001, Hollinger International and HCNLP sold participations in approximately Cdn. $757 million principal amount of the CanWest Debentures to a special purpose trust (the "Participation Trust"). Notes of the Participation Trust, denominated in U.S. dollars (the "Trust Notes"), were in turn issued and sold by the Participation Trust to third parties. As a result of the periodic interest payments on the CanWest Debentures made in kind and a partial redemption by the Issuer of the CanWest Debentures in 2003, as of July 31, 2004, there were outstanding approximately Cdn. $872 million aggregate principal amount of CanWest Debentures. Hollinger International and HCNLP are the record owners of all of these CanWest Debentures, but as of July 31, 2004, beneficially owned only approximately Cdn $5 million and Cdn $82 million principal amount respectively of CanWest Debentures, with the balance beneficially owned by the Participation Trust. On October 7, 2004, Hollinger International and HCNLP entered into a Facilitation Agreement (the "Facilitation Agreement") with the Issuer and CanWest, which Facilitation Agreement is part of a larger transaction in which the Issuer proposes to offer to exchange the Trust Notes for new debentures to be issued by the Issuer (the "CanWest Exchange Offer"). The CanWest Exchange Offer is or will be subject to a number of conditions, including that at least two-thirds of the outstanding principal amount of Trust Notes be tendered in the CanWest Exchange Offer. The CanWest Exchange Offer will be commenced on or around October 7, 2004, and is expected to close on or around the 25th succeeding business day, subject to CanWest's right to extend, amend the terms of, or withdraw the CanWest Exchange Offer. In the Facilitation Agreement, Hollinger has agreed, among other things, (i) to use its reasonable best efforts to facilitate the CanWest Exchange Offer and (ii) to sell to the Issuer for cash all of the CanWest Debentures beneficially owned by Hollinger. Hollinger's obligation to sell the CanWest Debentures to the Issuer, and the Issuer's obligation to purchase the CanWest Debentures, is conditioned upon the closing of the CanWest Exchange Offer. There can be no assurance that this transaction will be completed. If it is completed, the specific amount received by Hollinger International and HCNLP will depend upon the prevailing exchange rate between the U.S. dollar and the Canadian dollar. Assuming an exchange rate of US $0.7922 per Cdn $1.00 (the "Assumed Rate"), upon completion, the cash proceeds to be received by Hollinger International will be approximately US $38 million and the cash proceeds to be received by HCNLP will be approximately US $78 million. This amount will increase if the Canadian dollar becomes stronger than the Assumed Rate, and will decrease if the Canadian dollar becomes weaker than the Assumed Rate. ITEM 8.01 OTHER EVENTS On October 8, 2004, the Company announced that a federal judge had dismissed, on technical grounds, the Company's federal racketeering and state law breach of fiduciary claims against Hollinger Inc., Lord Conrad Black, David Radler and others (the "Defendants") in the U.S. District Court for the Northern District of Illinois. The Company said its Special Committee of the Board of Directors will continue to vigorously pursue the breach of fiduciary duty claims against the Defendants. A copy of the Company's press release, which includes further details about these matters, is attached as Exhibit 99.1 and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) None. (b) None. (c) Exhibits. EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - -------------- ----------------------- Exhibit 99.1 Press Release dated October 8, 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: October 8, 2004 By: /s/ James R. Van Horn --------------------------------- Name: James R. Van Horn Title: VP, General Counsel and Secretary EXHIBIT INDEX - -------------------------------------------------------------------------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBITS - -------------------------------------------------------------------------------- Exhibit 99.1 Press Release dated October 8, 2004 - -------------------------------------------------------------------------------- EX-99 2 ex991-form8k_100804.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ P R E S S R E L E A S E HOLLINGER INTERNATIONAL MAKES STATEMENT ON TODAY'S RULING IN U.S. DISTRICT COURT IN ILLINOIS -- DOES NOT DETER PLANS OF SPECIAL COMMITTEE TO AGGRESSIVELY PURSUE ITS CLAIMS; RULING TODAY IS TECHNICAL AND UNRELATED TO MERIT OF CLAIMS -- - -------------------------------------------------------------------------------- CHICAGO, IL, OCTOBER 8, 2004 - Hollinger International Inc. (HLR: NYSE) (the "Company") announced today that a federal judge has dismissed, on technical grounds, its federal racketeering and state law breach of fiduciary duty claims against Hollinger Inc., Conrad Black, David Radler and others ("the Defendants") in the U.S. District Court for the Northern District of Illinois ("the Court"). Judge Blanche Manning ruled that the RICO claims are barred by section 1964(c) of the statute, which provides that "no person may rely upon any conduct that would have been actionable as fraud in the purchase of securities to establish" a RICO claim. In rendering her opinion, Judge Manning ruled: "In holding that section 1964(c) precludes International's RICO claims, this Court is not making any determination as to validity of the fraudulent actions underlying these claims. This decision simply holds that the claims are "actionable" as securities fraud." Judge Manning ruled, however, that the Company has the right to pursue its state law breach of fiduciary duty claims, dismissing them "without prejudice." The Company said that its claims against the Defendants for their clear and repeated breaches of fiduciary duty to the Company will be pursued vigorously by the Special Committee of the Board of Directors ("the Special Committee"). The Special Committee will review its various alternatives for pursuing these claims, including a possible appeal of the Court's dismissal of the Company's claims under the Racketeering Influenced and Corrupt Organizations Act, 18 U.S.C. 1962 and 1964 ("RICO"). Judge Manning has set a conference for October 14, 2004 for the Company to advise the Court as to how the Special Committee proposes to proceed in pursuing it claims. Gordon A. Paris, Interim Chairman, President and Chief Executive Officer of the Company, and Chairman of the Special Committee, said: "The Court's dismissal of the Special Committee's claims on technical grounds does not in any way diminish the strength or merits of the breach of fiduciary duty claims that have been asserted against these Defendants. In the interest of the Company and its shareholders, the Special Committee will pursue these claims aggressively and seek restitution for funds diverted by the Defendants from the Company." The Special Committee was created to investigate allegations raised by certain of the Company's shareholders and any other matters uncovered in the course of its work. Consistent with the terms of the Consent Judgment entered into by the Company and the U.S. Securities and Exchange Commission earlier this year, the Special Committee filed with the Court on August 30, 2004 its Report of the findings of its investigation. The 513-page Report chronicles the methods by which certain directors and former directors and officers as well as the Company's controlling shareholder and its affiliated companies transferred more than $400 million to themselves over the past seven years. Hollinger International Inc. is a newspaper publisher with English-language newspapers in North America, Israel and Canada. Its assets include 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, several local newspapers in Canada, 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," "IS SUBJECT TO," 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 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 jeremy-fielding@kekst.com 1-212-521-4825 -----END PRIVACY-ENHANCED MESSAGE-----