-----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, NW+SJHOJHTaPNxwsqMNTV/hYLEOpjgrNTFRtPrPmR+KqcmWAk+aCeTrB9wz5XL/E XAhpvaLUh2+1jJ5fx8SWXQ== /in/edgar/work/20000816/0000950144-00-010566/0000950144-00-010566.txt : 20000922 0000950144-00-010566.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950144-00-010566 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000731 ITEM INFORMATION: FILED AS OF DATE: 20000816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INTERNATIONAL INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: [2711 ] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14164 FILM NUMBER: 704178 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 e8-k.txt HOLLINGER INTERNATIONAL 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 31, 2000 HOLLINGER INTERNATIONAL INC. (Exact name of Registrant as specified in its Charter) DELAWARE 0-24004 95-3518892 (State or other Jurisdiction) (Commission (IRS Employer of Incorporation) File Number) Identification No.) 401 NORTH WABASH AVENUE, SUITE 740 CHICAGO, ILLINOIS 60611 (Address of principal executive offices) Registrant's telephone number, including area code: (312) 321-2299 ================================================================================ 2 Item 5. Other Events. - ------ ------------ On July 31, 2000, the Registrant and the Registrant's affiliaties, Hollinger Inc., Southam Inc. and Hollinger Canadian Newspapers, Limited Partnership (together with the Registrant, the "Selling Group") announced that they had entered into an agreement (the "Agreement") to sell to CanWest Global Communications Corp. ("CanWest") for approximately CDN $3.5 billion, subject to adjustments, the following assets of the Selling Group: o a 50% interest in the National Post, while continuing as managing partner; o their metropolitan and a large number of their community newspapers in Canada (including the Ottawa Citizen, Vancouver Sun, the Province, the Calgary Herald, the Edmonton Journal, the Montreal Gazette, The Windsor Star, The Regina Leader Post, the Star Phoenix and The Victoria Times-Colonist); o the Southam Magazine and Information Group, and o their operating Canadian Internet properties including canada.com. The purchase price will be payable as to approximately CDN$700 million in shares of CanWest and as to the balance, 75% in cash and 25% in subordinated debentures of a senior company in the CanWest group. The sale is expected to be completed at the end of September, 2000. Further details of the transaction are contained in the press release dated July 31, 2000 (see Exhibit 99 hereto), which press release is incorporated herein by reference. 2 3 SIGNATURE 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 hereunto duly authorized. HOLLINGER INTERNATIONAL INC. Date: August 14, 2000 By: /s/ Mark S. Kipnis ------------------------ Name: Mark S. Kipnis Title: Vice President EX-99 2 ex99.txt PRESS RELEASE 1 EXHIBIT 99 [HOLLINGER LOGO AND GRAPHIC] HOLLINGER INC., HOLLINGER INTERNATIONAL INC., AND ITS AFFILIATES ANNOUNCE THE SALE OF CDN $3.5 BILLION OF CANADIAN ASSETS TO CANWEST GLOBAL COMMUNICATIONS CORP. Toronto - July 31, 2000: Hollinger Inc. (TSE:HLG.C), Hollinger International Inc. ("Hollinger") (NYSE: HLR), Southam Inc. and Hollinger Canadian Newspapers, Limited Partnership ("Hollinger L.P.") (TSE: HCN.UN) announce that an agreement has been entered into to sell to CanWest Global Communications Corp. ("CanWest") (NYSE: CWG; TSE, WSE: CGS.S and CGS.A) for approximately CDN $3.5 billion, subject to adjustments, the following assets: o a 50% interest in the National Post, while continuing as managing partner; o their metropolitan and a large number of their community newspapers in Canada (including the Ottawa Citizen, Vancouver Sun, the Province, the Calgary Herald, the Edmonton Journal, the Montreal Gazette, The Windsor Star, The Regina Leader Post, the Star Phoenix and The Victoria Times-Colonist); o the Southam Magazine and Information Group, and o their operating Canadian Internet properties including canada.com. The purchase price will be payable as to approximately CDN$700 million in shares of CanWest and as to the balance, 75% in cash and 25% in subordinated debentures of a senior company in the CanWest group. Hollinger will nominate two directors to the CanWest Board, commensurate with its opening equity interest of 15%. Conrad Black, Hollinger's Chairman and CEO, will be the Chairman of the National Post. With respect to the other newspaper assets being sold to CanWest, Mr. Black and his associates will enter into a management services agreement for at least 17 months in order to ensure operating continuity and to facilitate a smooth transition to the new arrangements. The sale is expected to be completed at the end of September. Hollinger will use the cash proceeds to eliminate bank debt and possibly to cancel debentures and shares and create a substantial reserve of liquid assets. 2 The properties to be sold by Hollinger L.P. do not include the UniMedia group in Quebec and many community papers based in Ontario and British Columbia. A list of the businesses being sold is attached to this press release. This transaction is consistent with Hollinger's stated objective for its Canadian restructuring initiative launched earlier this year. The sale price reflects the full enterprise value of the assets to be sold with the newspapers being valued at approximately 10 times EBITDA. Through its 15% shareholding in CanWest, its 50% direct interest in the National Post and as continuing manager of these assets, Hollinger will continue to participate in the future growth and exploitation of the franchise value of the assets in conjunction with CanWest's television, cable channel, radio and other Canadian and international media assets. Mr. Black stated: "Since gaining control of Southam in 1996, Hollinger has made great strides in improving the editorial quality as well as the profitability of its newspapers in Canada. Commencing with the Ottawa Citizen in 1997 and thereafter throughout its metropolitan and many of its community newspapers, Hollinger has enhanced editorial content and enlarged opportunities for Canadian print journalists. The launch of the National Post 21 months ago has thoroughly revitalized the Canadian newspaper industry. Nevertheless, there continues to be an audible body of opinion that holds that the newspaper industry has entered a period of stagnation or even decline. We strenuously disagree with this and look forward to demonstrating both the fallacy of this view and the enduring vitality of quality newspaper assets intelligently managed and imaginatively linked with other media. Hollinger believes this intimate association with a highly successful telecaster built by an entrepreneurial spirit compatible with Hollinger is the best possible assurance of the strength of the newspaper franchises and of the prospects and security of all who work in them. With CanWest we look forward to new and profitable convergence opportunities on a scale that is unique in the world. We retain complete flexibility to hold, reduce or increase to fuller partnership our interest in CanWest Global". In addition to its interests in CanWest, the National Post, other Canadian newspapers and The Jerusalem Post, Hollinger will continue to own The Telegraph Group Limited in Britain, the Chicago Sun-Times, a large number of community newspapers in the Chicago area and Hollinger Ventures (Hollinger's new media investment subsidiary), none of which were offered for sale. Mr. Black added, "This transaction and some smaller anticipated disposals of U.S. community newspapers not in the Chicago area represent a significant step toward what we committed to undertake last April in an effort to demonstrate the enterprise value of Hollinger's assets, both as traditional newspaper properties and as content and transactional Internet platforms. As I have stated over the last several months, Hollinger International expects to emerge from this process with a drastically reduced debt level and smaller number of outstanding shares, a stronger strategic position in relation to other media (and especially new media), appreciably higher earnings per share, and a large cash reserve with which to take the company forward to the next stage of its 3 development. The demonstrable realization of the company's underlying values fully supports management's predictions." 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 with the Securities and Exchange Commission, including in its Prospectus and 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. For more information contact: Jack A. Boultbee Executive Vice-President & Chief Financial Officer Hollinger Inc. (416) 363-8721 Peter Y. Atkinson Executive Vice-President & General Counsel Hollinger Inc. (416) 363-8721 Paul B. Healy Vice-President Hollinger International Inc. (212) 586-5666 -30- 4 7 A. QUEBEC (A) MONTREAL GAZETTE B. ONTARIO (A) OTTAWA CITIZEN (B) THE SARNIA OBSERVER GROUP The Observer TV Listings Scope The Marketplace Real Estate Guide Travellin' Times (C) THE WINDSOR STAR GROUP The Windsor Star TV Listings Shop Windsor Forever Young Bargain Bundle (D) THE CHATHAM DAILY NEWS GROUP Chatham Daily News TV Listings Chatham Kent Citizen Home Hunters Guide (E) THE BRANTFORD EXPOSITOR GROUP The Expositor Midweek Weekender TV Listings Home Buyers Guide Fifty Plus (F) THE NIAGARA GROUP The Dunnville Chronicle Niagara Falls Review The Welland Tribune Weekend Update Import The Welland News (G) THE ST. CATHARINES GROUP St. Catharines Standard SOCN - Rannie Group Weekend Edition Niagara Advance The Times The Shopping Times Niagara Shopping News Regional Shopping News St. Catharines Shopping (H) THE SOCN GROUP The Brabant Group Ancaster News Dundas Star News Hamilton News-Mountain Edition Stoney Creek News Hamilton Real Estate Guide New Home News Flamborough Review The Fairway Group New Hamburg Independent Cambridge Times Guelph Tribune Waterloo Chronicle Durham Post C. SASKATCHEWAN (A) AD VENTURES (B) THE MOOSE JAW TIMES GROUP Times-Herald This Week Rural Shopper (C) THE PRINCE ALBERT DAILY HERALD Daily Herald Rural Roots Advantage Northern Visitor Channels (D) THE REGINA GROUP The Regina Leader Post The Regina Sun The Regina Advertiser TV Times Road and Wheel Armadale Graphics (E) THE SASKATOON STAR PHOENIX GROUP The Star Phoenix TV Listings Saskatoon Sun Saskatoon Shopper (F) SWIFT CURRENT GROUP 5 8 The Southwest Booster The City Sun D. ALBERTA (A) EDMONTON GROUP Edmonton Journal The Flyer Force (B) CALGARY GROUP Calgary Herald Flyer Force Calgary E. BRITISH COLUMBIA (A) VANCOUVER GROUP The Vancouver Sun The Province Lower Mainland Publishing Burnaby Now The Record New Westminster The Now Community Langley Advance Abbotsford Times Chilliwack Times Maple Ridge Times Coquitlam Times Now Richmond News Delta Optimist Vancouver Courier Eastside Vancouver Courier Westside Vancouver Courier Downtown North Shore News Real Estate Weekly (B) THE PORT ALBERNI GROUP Alberni Valley Times Pennyworth Shopper Westerly News (C) THE NANAIMO DAILY NEWS GROUP The Nanaimo Daily News Harbour City Star Real Estate Guide Monthly Star Homes TV Listings (D) THE VICTORIA TIMES-COLONIST F. ATLANTIC (A) THE HALIFAX DAILY NEWS (B) THE ATLANTIC GROUP Bathurst Northern Light Cape Breton Post Evening News Truro Daily News Marketplace Today Post Record CB Post Real Estate Guide Island Shopper Pictou County This Week TV Scene (New Glasgow) Real Estate Guide (Truro) Helpful Pages Telephone Book (Truro) North Nova Shopper Northumberland Business Report Colchester Sunday TV Scene (Truro) Real Estate Guide (New Glasgow) Helpful Pages Telephone Book (New Glasgow) (C) THE CHARLOTTETOWN GUARDIAN GROUP The Guardian Vacation PEI The Insider Seniors Off Island Islander Real Estate Guide Helpful Pages (D) THE SUMMERSIDE GROUP The Journal Pioneer Island Harvest TV and Real Estate Buyers Guide Irwin Printing Williams & Crue Printing (E) THE NEWFOUNDLAND GROUP St. John's Telegram Weekly EXTRA TV Scene Home Buyers Guide The Corner Brook Western Star TV Scene Star Plus 6 9 G. SOUTHAM MAGAZINE & INFORMATION GROUP (A) AUTOMOTIVE Automotive Service Data Book Auto Vision Body Shop Jobber News L'automobile Le Body Shop Service Station and Garage Management (B) COMMUNICATIONS Broadcaster Cablecaster New Media.pro (C) CONSTRUCTION Cabling Systems Canadian Architect Canadian Consulting Engineer Landscape/Paysages (D) DENTAL HEALTH Dental Practice Management Oral Health (E) ENERGY New Technology Magazine\Petroleum Explorer Nickle's Energy Group Daily Oil Bulletin and Online Canadian Oil Register P.O.S.T. Report Energy Analects Statistics Quarterly Energy Information Services New Technology Magazine Petroleum Ownership Structures Nickle's Directory Series/Online Petroleum Explorer (F) ENVIRONMENTAL INDUSTRY Hazardous Materials Management Solid Waste Recycling Ecology Week ERIS Other Environmental Information (G) FINANCIAL Mutual Fund Source Book Fund Profiler (H) INSURANCE Canadian Underwriter Canadian Underwriter Statistical Issue Ontario Insurance Directory (I) MANUFACTURING Canadian Industrial Equipment News Canadian Transportation Logistics Laboratory Product News Laboratory Buyer's Guide Machinery & Equipment Industrial Sales-Scott's Directories (J) MEDICAL Southam Medical Southam Medical Lists The Drugstore File Dental Directories Canadian Health Facilities Directory (K) MINING American Mines Handbook Canadian Mines Handbook Canadian Mining Journal Mining Source Book Canadian MineSCAN Mining Source Book Northern Miner Newspaper Northern Miner Combo Northern Miner CD Northern Miner On line daily Northern Miner On line weekly American MineSCAN Northern Miner Daily Facts The Northern Miner Conferences (L) OCCUPATIONAL HEALTH AND SAFETY OH&S Canada Back to Work Canadian Occupational Health and Safety News (M) PLASTICS Canadian Plastics 7 Canadian Plastics Directory & Buyers Guide Canadian Source Book (N) PULP & PAPER Convention Reporter Les Papiers du Quebec Pulp & Paper Canada Pulp & Paper Annual Directory (O) REFERENCE/EDUCATION Scott's Government Index Scott's Directory of Canadian Associations (P) RETAIL Centre Magazine Gifts and Tableware Gifts and Tablewares Annual Directory (Q) TRUCKING Motor Truck Truck News Truck West -----END PRIVACY-ENHANCED MESSAGE-----