-----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, DE8QnbTbMtbZktN5qluZEXxNMwqthul0ZmdtHHzYkrz4KKAS1iI6EeutjlLpHkK9 zjbMfAvBPHAiXX1q2ngpxg== 0001199073-05-000739.txt : 20051230 0001199073-05-000739.hdr.sgml : 20051230 20051230122856 ACCESSION NUMBER: 0001199073-05-000739 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051229 FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INC CENTRAL INDEX KEY: 0000911707 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135691211 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22346 FILM NUMBER: 051293554 BUSINESS ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4163638721 MAIL ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: 00000 6-K 1 hol122905.htm HOLLINGER INC. FORM 6-K Hollinger Inc. Form 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer Pursuant
to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
 
For the month of  December 2005
 
Commission File Number: 0 - 22346
 
HOLLINGER INC.
(Translation of registrant's name into English)
 
10 Toronto Street
Toronto, Ontario
M5C 2B7
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.  Form 20-F þ Form 40-F ¨
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
  Yes  ¨
  No  þ
                 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
         
  Yes  ¨
  No  þ
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g-3 under the Securities Exchange Act of 1934.
 
  Yes ¨
  No  þ
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
 
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 INC.
 
 
 
 
 
 
Date: December 29, 2005 By:   /s/ Randall C. Benson
 
Randall C. Benson
 
Chief Restructuring Officer
EX-99.1 2 ex99_1.htm PRESS RELEASE, DATED DECEMBER 29, 2005, REGARDING STATUS UPDATE. Press release, dated December 29, 2005, regarding Status Update.

 
HOLLINGER INC.
 
STATUS UPDATE: DECEMBER 29, 2005
 
 
TORONTO, Ontario, December 29, 2005 -- Hollinger Inc. ("Hollinger") (TSX: HLG.C; HLG.PR.B) provides the following update in accordance with the guidelines pursuant to which the June 1, 2004 management and insider cease trade order, as amended, was issued. These guidelines contemplate that Hollinger will provide bi-weekly updates on its affairs until such time as it is current with its filing obligations under applicable Canadian securities laws. Reference should be made to Status Update Reports and other press releases that have been previously filed by Hollinger and which are available on SEDAR at www.sedar.com.
 
Recent Events
 
In connection with the calling of a shareholders meeting by Hollinger International Inc. {“Hollinger International”), and the selection of a Board of Directors ("Board") to be voted on at that meeting, Hollinger has previously advised Hollinger International of its desire to obtain representation on Hollinger International's Board which is proportionate to Hollinger’s equity interest. As it is understood that the Board will have fewer than 12 members, the specific request is for two member representatives. The slate of proposed new Directors has been issued as part of Hollinger International’s proxy statement released on December 27, 2005 and does not include any representatives of Hollinger.
 
Hollinger International had offered to include one nominee of Hollinger on the Board in return for agreement to restrict the voting rights attaching to Hollinger’s shares of Hollinger International. Hollinger has indicated that this offer is unacceptable.
 
On December 22, 2005, Hollinger settled litigation with Wells Fargo Bank N.A. and Key Corporate Capital N.A. regarding an aircraft lease. Hollinger paid US$800,000 as its share of the settlement and the Parties agreed to dismiss all claims, cross-claims and third-party claims arising in connection with this litigation. Hollinger International also contributed US$800,000 to the settlement.
 
Financial Statements
 
As previously reported, Hollinger's 2003 and 2004 annual financial statements cannot currently be completed and audited for various reasons. The Audit Committee is working with the auditors, and discussing with regulators, various alternatives to provide financial information to the public.
 
Hollinger has also been unable to file its annual financial statements, Management’s Discussion & Analysis and Annual Information Form for the years ended December 31, 2003 and 2004 on a timely basis as required by Canadian securities legislation. Hollinger has not filed its interim financial statements for the fiscal quarters ended March 31, June 30 and September 30, 2004 and March 31, June 30, and September 30, 2005.
 
Hollinger has released financial information in the form of an unaudited consolidated balance sheet as at September 30, 2004, together with notes thereto, prepared on an alternative basis (the "Alternative Financial Information"). The Alternative Financial Information, which may be found as part of Hollinger's press release issued on March 4, 2005, was prepared by the management of Hollinger at that time and was not audited or reviewed by Hollinger's auditors.
 

 
Inspection
 
Ernst & Young Inc., the Inspector appointed by the Ontario Superior Court (“the Inspector”), has now provided 10 reports regarding its inspection of certain of Hollinger’s related-party transactions (“the Inspection”). Through December 22, 2005, the cost to Hollinger of the Inspection (including the costs associated with the Inspector and its legal counsel, as well as Hollinger's legal counsel) is in excess of C$18.8 million.
 
Supplemental Financial Information
 
As of the close of business December 22, 2005, Hollinger and its subsidiaries - other than Hollinger International Inc. (“Hollinger International”) and its subsidiaries - had approximately US$53.8 million of cash or cash equivalents on hand, including restricted cash, other than as described separately below. At that date, Hollinger owned, directly or indirectly, 782,923 shares of Class A Common Stock and 14,990,000 shares of Class B Common Stock of Hollinger International. Based on the December 22, 2005, closing price of the shares of Class A Common Stock of Hollinger International on the New York Stock Exchange of US$9.07, the market value of Hollinger's direct and indirect holdings in Hollinger International was US$143.1 million. Hollinger is currently prohibited from trading in the securities of Hollinger International. All of Hollinger's direct and indirect interest in the shares of Class A Common Stock of Hollinger International is being held in escrow in support of future retractions of its Series II Preference Shares. All of Hollinger's direct and indirect interest in the shares of Class B Common Stock of Hollinger International are pledged as security in connection with the Notes. In addition to the cash or cash equivalents on hand noted above, Hollinger has previously deposited: (a) approximately C$8.5 million in trust with the law firm of Aird & Berlis LLP, as trustee, in support of Hollinger's indemnification obligations to six former independent directors and two current officers; and (b) approximately US$579.0 thousand in cash with the trustee under the Indenture governing the Senior Notes as collateral in support of the Senior Notes (which cash collateral is also collateral in support of the Second Secured Notes, subject to being applied to satisfy future interest payment obligations on the outstanding Senior Notes).
 
As of December 22, 2005, there was in excess of US$136.5 million aggregate collateral securing the US$78 million principal amount of the Senior Notes and the US$15 million principal amount of the Second Secured Notes outstanding.
 
Ravelston Receivership and CCAA Proceedings
 
On April 20, 2005, Mr. Justice James Farley of the Ontario Superior Court of Justice (the "Court") issued two orders by which The Ravelston Corporation Limited (“Ravelston”) and Ravelston Management Inc. ("RMI") were: (i) placed in receivership pursuant to the Courts of Justice Act (Ontario) (the "Receivership Order"); and (ii) granted protection pursuant to the Companies' Creditors Arrangement Act (Canada) (the "CCAA Order"). Pursuant thereto, the RSM Richter Inc. (“the Receiver”) was appointed receiver and manager of all of the property, assets and undertakings of Ravelston and RMI. Ravelston holds approximately 16.5% of the outstanding Retractable Common Shares of Hollinger. On May 18, 2005, Mr. Justice Farley further ordered that the Receivership Order and the CCAA Order be extended to include Argus Corporation Limited and its five subsidiary companies which collectively own, directly or indirectly, 61.8% of the outstanding Retractable Common Shares of Hollinger (collectively, Argus Corporation Limited and its five subsidiary companies, as well as Ravelston and RMI are referred to as the "Ravelston Entities"). The Ravelston Entities own, in aggregate, approximately 78% of the outstanding Retractable Common Shares of Hollinger. The Court has extended the stay of proceedings against the Ravelston Entities to March 17, 2006
 
Company Profile
 
Hollinger's principal asset is its approximately 66.8% voting and 17.4% equity interest in Hollinger International, a newspaper publisher with assets which include the Chicago Sun-Times, a large number of community newspapers in the Chicago area, and a portfolio of news media investments. Hollinger also owns a portfolio of commercial real estate in Canada. Further information can be obtained at www.hollingerinc.com.
 
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Media contact:
 
John Lute
Lute & Company
416 929 5883
jlute@luteco.com

 
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