-----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, DvDjNE22R6ZREYP+PxroHBjiOPien0a0gW2sMS02FzrrepG+VQ2LX+dDG5sLaAbe vkgmp2lxH/3te4zraJ9p1Q== 0000950135-04-004073.txt : 20040818 0000950135-04-004073.hdr.sgml : 20040818 20040818164755 ACCESSION NUMBER: 0000950135-04-004073 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040818 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 04984601 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TWEEDY BROWNE CO LLC// CENTRAL INDEX KEY: 0000732905 IRS NUMBER: 133381587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129160600 MAIL ADDRESS: STREET 1: 350 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: TWEEDY BROWNE CO L P DATE OF NAME CHANGE: 19950926 SC 13D 1 b51573hisc13d.txt HOLLINGER INTERNATIONAL INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4)* of Tweedy, Browne Company LLC Under the Securities Exchange Act of 1934 HOLLINGER INTERNATIONAL INC. (Name of Issuer) Class A - Common Stock, Par Value $.01 per share (Title of Class of Securities) 435569108 (CUSIP Number) Christopher H. Browne 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) August 18, 2004 (Date of Event which Required Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [X]. Check the following box if a fee is paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all the provisions of the Act (however, see the Notes). CUSIP No. 435569108 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy, Browne Company LLC ("TBC") - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)[ ] (b)[x] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power TBC has sole voting power with respect to 12,840,175 shares held in certain TBC accounts (as hereinafter defined). Additionally, certain of the members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares --------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each Reporting Person 0 shares With --------------------------------------------------------- (9) Sole Dispositive Power 0 shares, except that certain of the members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. --------------------------------------------------------- (10) Shared Dispositive Power 12,893,450 shares held in accounts of TBC (as hereinafter defined). - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 12,893,450 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 17.98% - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 - -------------------------------------------------------------------------------- PRELIMINARY NOTE This Amendment No. 4 to a Statement on Schedule 13D (the "Amendment No. 4") is being filed by Tweedy, Browne Company LLC ("TBC"), which may be deemed to be the beneficial owner in the aggregate of in excess of 5% of the Class A - Common Stock of Hollinger International Inc. This Amendment No. 4 amends an Amendment No. 3 to a Statement on Schedule 13D filed by TBC and dated June 18, 2004. However, the filing of this Amendment No. 4 should not be deemed an admission that TBC comprises a group within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended (the"Act"). This Amendment No. 4 relates to the Class A - Common Stock, $.01 par value (the "Common Stock"), of Hollinger International Inc. (the "Company"), which, to the best knowledge of the person filing this Schedule 13D, is a company organized under the laws of Delaware, with its principal executive offices located at 401 North Wabash Avenue, Suite 740, Chicago, Illinois 60611. This Amendment No. 4 contains information regarding shares of Common Stock that may be deemed to be beneficially owned by TBC. Such shares are held in the accounts of various customers of TBC (the "TBC Accounts") , with respect to which TBC has obtained sole or shared voting power. Other than as set forth below, to the best knowledge of TBC, there has been no material change in the information set forth in response to Items 1, 2, and 6 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 4. ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION As of the date hereof, the number of shares with respect to which TBC may be deemed to be the beneficial owner is 12,893,450 shares of Common Stock (the "TBC Shares"). The aggregate cost of the TBC Shares, including brokerage commissions, was $145,529,332. The TBC Shares are held in the TBC Accounts, the funds therefore coming from the funds on hand in each individual managed account. In some instances, certain TBC accounts have access to funds that may come from standard margin account borrowings from brokerage accounts maintained at Bear, Stearns Securities Corp. To date, none of the TBC accounts have utilized margin account borrowings relating to their interest in the Common Stock. It is expected that funds used by the TBC Accounts to purchase additional shares of Common Stock, if additional shares are purchased by the TBC Accounts (see Item 4 hereof), will come from the funds on hand for each individual managed account, which funds on hand at any time and from time to time may include, among others, funds borrowed pursuant to margin accounts maintained at Bear, Stearns Securities Corp. Borrowings made by certain TBC Accounts pursuant to such margin accounts are secured by margin securities owned by the respective accounts, including some of the TBC Shares. Interest on outstanding borrowings under such margin accounts ranges from 1/2% to 3 1/4% over the brokers' call rate in effect from time to time at Chase Manhattan Bank, New York, New York, depending upon the amount of outstanding borrowings at any given time. ITEM 4. PURPOSE OF TRANSACTION This serves to amend Item 4 of Schedule 13D filings made by TBC dated May 19, 2003 , June 10, 2003 , July 10, 2003 and June 18, 2004. The purpose of this amendment is to disclose that TBC has filed a demand under Section 220 of the Delaware General Corporate Law to inspect certain books and records of the Company. A copy of this demand is attached hereto as Exhibit A. Specifically, TBC is seeking to inspect documents relating to the acquisition by the Company of contracts or binders of insurance as well as documents relating to the approval or authorization by the Company's Board of Directors for the Company to obtain or make payments on insurance contracts or binders. The purpose of this demand is to assure that shareholders are adequately protected by any actions by the Company relating to the acquisition of insurance policies. These matters including the filing of this demand may cause or result in TBC having discussions with third parties, shareholders and management regarding one or more of the actions or transactions described in clause (a) through (j) of Item 4 of the Schedule 13D form. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 12,893,450 shares of Common Stock, which constitutes approximately 17.98% of the 71,700,453 shares of Common Stock which TBC believes to be the total number of shares of Common Stock outstanding. The TBC Shares are held in the TBC Accounts. Also included in the TBC Shares are 905 shares of Common Stock held in a certain TBC Account for a charitable foundation of which Christopher H. Browne is a trustee. Mr. Browne is a Member of the Management Committee of TBC. TBC disclaims that it is the beneficial owner of any of the shares of Common Stock held in the TBC Accounts. The aggregate number of shares of Common Stock with respect to which TBC could be deemed to be the beneficial owner as of the date hereof, is 12,893,450 shares, which constitutes approximately 17.98% of the 71,700,453 shares of Common Stock, which the filing person believes to be the total number of shares of Common Stock outstanding, but nothing contained herein shall be construed as an admission that TBC is the beneficial owner of any of the TBC Shares. The aggregate number of shares and percentage of Common Stock with respect to which each of the Members may be deemed to be the beneficial owner by reason of his being a member of TBC, is 12,893,450 shares, which constitutes approximately 17.98% of the 71,700,453 shares of Common Stock outstanding. Except as described herein, to the best knowledge of TBC, no person who may be deemed to comprise a group with TBC or any other person named in Item 2 of the Statement, beneficially owns any shares of Common Stock. (b) TBC has investment discretion with respect to 12,893,450 shares of Common Stock held by the TBC Accounts and has shared power to dispose or direct the disposition of all of such shares. Of these shares of Common Stock, TBC has sole power to vote or to direct the voting of 12,840,175 shares of Common Stock held in certain TBC Accounts. Each of the Members of TBC, solely by reason of their positions as such, may be deemed to have (i) shared power to dispose of or to direct the disposition of all of the shares of Common Stock held in the TBC Accounts; and (ii) sole power to vote or direct the vote of 12,840,175 shares of Common Stock held in certain TBC Accounts. (c) Transactions in Common Stock effected by TBC since during the sixty-day period ended as of the date hereof are set forth below: (d)
TBC Accounts No of shares purchased No of shares sold Price per share ------------ ---------------------- ----------------- --------------- 07/09/04 1,719 $16.48 07/16/04 570 $16.11 07/22/04 610 $15.99 07/28/04 1,500 $15.74 08/03/04 575 $16.60 08/12/04 530 $16.60
(d) To the best knowledge of TBC, each of the persons maintaining an account with TBC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held in said person's TBC Account. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS See Exhibit A attached hereto. SIGNATURE Tweedy, Browne Company LLC, after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Amendment No. 4 is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By: /s/ Christopher H. Browne ----------------------------------- Christopher H. Browne Member Dated: August 18, 2004 EX-99.(A) 2 b51573hiexv99wxay.txt EXHIBIT A EXHIBIT A KIRBY MCINERNEY & SQUIRE, LLP ROBERT EMMET CURRY 830 THIRD AVENUE DIRECT: (212) 699-1175 NEW YORK CITY 10022 FACSIMILE: (212) 751-2540 ---------- E-MAIL: rcurry@kmslaw.com IRVING MALCHMAN, OF COUNSEL August 18, 2004 BY FEDERAL EXPRESS Hollinger International Inc. c/o Corporation Services Company 2711 Centerville Road, Suite 400 Wilmington, DE 19808 Re: Demand to Inspect Books and Records To Whom It May Concern: This office represents Tweedy Browne Global Value Fund, a record owner of 100 shares of common stock of Hollinger International Inc. (the Company) and an affiliate of Tweedy Browne Company, the beneficial owner of approximately 13 million shares of common stock of the Company. Pursuant to Section 220 of the Delaware General Corporation Law, we demand the right, for ourselves, our client and our co-counsel, Bouchard Margules & Friedlander, LLP, to inspect the following books and records of the Company, dating from January 1, 2002 to the present, and to make copies and extracts therefrom: 1. Any documents which relate to the acquisition by the Company of contracts or binders of insurance (collectively, the "Insurance"). 2. Any documents which relate to the approval or authorization by the Board of Directors, and any of its committees, of the Company's obtaining and making payments for the Insurance, including, without limitation, the minutes of the Board of Directors and its committees and the materials provided to each in connection with such authorization. The purposes of this demand are (1) to enable us, our client, and our co-counsel to evaluate the impact of any Insurance on shareholder value, (2) to enable us, our client and our co-counsel to investigate whether any Company officers, directors or employees have breached their fiduciary duties or their duties of loyalty to the Company, and (3) to enable us, our client and our co- counsel to evaluate whether a valid basis exists to bring a stockholder action to challenge any breach of fiduciary duty or breach of duty of loyalty to the Company. Certain of the materials demanded herein have been requested from Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Company, by this office on numerous occasions, orally and in writing, commencing in early June of this year. Therefore, we anticipate that the Company's response to this Demand will be made, as required by statute, within the next five days. Please advise me as promptly as practicable when and where the items demanded above will be available for inspection. If you have any questions or comments, kindly call me, Very truly yours, Robert E. Curry, Jr. By: /s/ ROBERT E. CURRY, JR. ------------------------------------ Signed and sworn to before me on this 18th day of August, 2004 by Robert E. Curry, Jr. /s/ MARIANNE SADECKI - ------------------------------------------- Notary Public MARIANNE SADECKI NOTARY PUBLIC STATE OF NEW YORK NO. 14-4869982 QUALIFIED IN DUTCHESS COUNTY COMMISSION EXPIRES SEPT. 8, 2006 cc: Robert N. Kravitz, Esq. Paul, Weiss, Rifkind, Wharton & Garrison -----END PRIVACY-ENHANCED MESSAGE-----