-----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, LNTQwqvz2zAOgVtqCzxbMfmO9f9HIS8gM/+1wdmszi/DI3X2MJhyBjzpLE2JPHGT qv8ubb+VBBbcOh2wPnK9Lg== 0001199073-06-000276.txt : 20060424 0001199073-06-000276.hdr.sgml : 20060424 20060424151355 ACCESSION NUMBER: 0001199073-06-000276 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060424 FILED AS OF DATE: 20060424 DATE AS OF CHANGE: 20060424 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: 06775015 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 hollinger20060424.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  April 2006
 
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: April 21, 2006 by:   /s/ Randall C. Benson
 
Randall C. Benson
Chief Restructuring Officer
 
 
EX-99.1 2 ex99_1.htm PRESS RELEASE, DATED APRIL 21, 2006, REGARDING STATUS UPDATE. Press release, dated April 21, 2006, regarding Status Update.
Exhibit 99.1
 
HOLLINGER INC.
 
STATUS UPDATE: April 21, 2006
 

 
TORONTO, Ontario, April 21, 2006 -- 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 Updates and other press releases that have been previously filed by Hollinger and which are available on SEDAR at www.sedar.com.
 
Recent Events
 
On April 17, 2006, Stanley Beck was named Chairman of Hollinger, replacing Joseph Wright who resigned from the Board of Directors effective on that date. Mr. Beck is a corporate director, former Dean of Osgoode Hall Law School, and a former chairman of the Ontario Securities Commission. He has been a director of Hollinger since July 2005.
 
The Board has appointed a Nominating Committee, consisting of Stanley Beck, David Drinkwater and David Rattee, with a view to identifying up to three new directors to be added to the current Board.
 
On April 18, 2006, Hollinger filed with securities regulators its notice of intention to change the end of its financial year from December 31 to March 31, effective March 31, 2006. The change in the financial year-end is subject to approval by the Canada Revenue Agency. The full filing is available at www.sedar.com.
 
Financial Statements
 
Hollinger has been unable to file its annual financial statements, Management’s Discussion & Analysis and Annual Information Form for the years ended December 31, 2003, 2004 and 2005 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 in each of its 2004 and 2005 fiscal years. The Audit Committee is working with the auditors, and discussing with regulators, various alternatives to return its financial reporting requirements to current status.
 
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 a non-GAAP 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.
 
 
 
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Supplemental Financial Information
 
As of the close of business April 13, 2006, Hollinger and its subsidiaries - other than Hollinger International and its subsidiaries - had approximately US$43.2 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 April 13, 2006 closing price of the shares of Class A Common Stock of Hollinger International on the New York Stock Exchange of US$8.17, the market value of Hollinger's direct and indirect holdings in Hollinger International was US$128.9 million. 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 is pledged as security in connection with the senior notes (the "Senior Notes") and the second senior notes (the "Second Senior Notes", collectively, the Senior Notes and the Second Senior Notes are referred to as the "Notes"). In addition to the cash or cash equivalents on hand noted above, Hollinger has previously deposited approximately C$8.7 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. In addition, C$750,000 has been deposited in escrow with the law firm of Davies Ward Phillips & Vineberg LLP in support of the obligations of a certain Hollinger subsidiary.
 
As of April 13, 2006, there was approximately US$122.5 million aggregate collateral securing the US$78 million principal amount of the Senior Notes and the US$15 million principal amount of the Second Senior Notes outstanding.
 
Ravelston Receivership and CCAA Proceedings
 
On April 20, 2005, 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, RSM Richter Inc. 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, the Court 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 and approximately 4% of the Series II Preference 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 June 16, 2006. The Court has also extended the date for the submission of claims against the Ravelston Entities to May 19, 2006.
 
 
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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 and a large number of community newspapers in the Chicago area. 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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