-----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, LoaYp85+OuaTEvyoWg+2lekSksUfCdtdIfZGezopqBODA6iLNG76n7btCexFfNe2 RwepDl2wozyMA30d2ZevDA== 0000950142-05-003326.txt : 20051227 0000950142-05-003326.hdr.sgml : 20051226 20051227124300 ACCESSION NUMBER: 0000950142-05-003326 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20051227 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051227 DATE AS OF CHANGE: 20051227 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: 051286500 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 8-K 1 form8k_122705.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): DECEMBER 27, 2005 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.) 712 FIFTH AVENUE, NEW YORK, NY 10019 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 586-5666 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 7.01 REGULATION FD DISCLOSURE Furnished and attached as Exhibits 99.1 through 99.6 hereto are letters exchanged between Hollinger International Inc. (NYSE: HLR) (the "Company") and Hollinger Inc. regarding Hollinger Inc.'s request for representation on the Board of Directors of the Company. A description of this correspondence is included in the Company's Proxy Statement in connection with the 2005 Annual Meeting of Stockholders to be held on January 24, 2006. The Proxy Statement is being mailed to stockholders on December 27, 2005. ITEM 9.01 EXHIBITS EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Letter dated November 23, 2005 by Hollinger Inc. (attachments to this letter have been intentionally omitted) 99.2 Letter dated December 12, 2005 by Davies Ward Phillips & Vineberg LLP 99.3 Letter dated December 12, 2005 by Hollinger International Inc. 99.4 Letter dated December 14, 2005 by Davies Ward Phillips & Vineberg LLP 99.5 Letter dated December 16, 2005 by Hollinger International Inc. 99.6 Letter dated December 22, 2005 by Davies Ward Phillips & Vineberg LLP 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: December 27, 2005 By: /s/ James R. Van Horn ------------------------------------ Name: James R. Van Horn Title: VP, General Counsel and Secretary EXHIBIT INDEX EXHIBIT NO. EXHIBIT - ----------- ------- 99.1 Letter dated November 23, 2005 by Hollinger Inc. (attachments to this letter have been intentionally omitted) 99.2 Letter dated December 12, 2005 by Davies Ward Phillips & Vineberg LLP 99.3 Letter dated December 12, 2005 by Hollinger International Inc. 99.4 Letter dated December 14, 2005 by Davies Ward Phillips & Vineberg LLP 99.5 Letter dated December 16, 2005 by Hollinger International Inc. 99.6 Letter dated December 22, 2005 by Davies Ward Phillips & Vineberg LLP EX-99 2 ex99-1form8k_122705.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ [Hollinger Inc. Letterhead] RANDALL C. BENSON TELEPHONE: (416) 363-8721 Chief Restructuring Officer FAX: (416) 363-4187 rbenson@hollingerinc.com November 23, 2005 VIA EMAIL AND FAX The Hon. Raymond G.H. Seitz Director Member - Nominating Committee Hollinger International Inc. New York Dear Mr. Seitz: As you know, we have been approached by the other major shareholders of Hollinger International as regards our views for potential candidates to the new Board of Hollinger International which will be formed at the announced annual meeting of shareholders on January 24, 2006. We have been very pleased with the progress which we understand has been made and are very satisfied with the caliber of individuals which the shareholder group has suggested will serve for the company. Nevertheless, as Hollinger Inc. is also a major shareholder and holds an approximate 18% economic equity interest in Hollinger International, we believe that fairness requires that Hollinger Inc. have proportional representation on the Board. As we understand the current proposal to be submitted to the shareholders, there will be somewhere between seven and ten members elected to serve on the new Board. Thus, we propose that Hollinger Inc. be permitted two seats on the new Board. We have informed the other shareholders of our view on this matter. We are pleased to submit as nominees to these positions the names of Randall C. Benson and any one of Stanley M. Beck, David W. Drinkwater, Joseph H. Wright, David A. Rattee, or Newton G.Z. Glassman. I have attached the C.V.'s of these individuals for the review of your nominating committee. Very truly yours, "RANDAL C. BENSON" Randall C. Benson attachments cc: Mr. Gordon Paris Mr. Jim Van Horn HOLLINGER INC., 10 TORONTO STREET, TORONTO, CANADA M5C 2B7 EX-99 3 ex99-2form8k_122705.txt EXHIBIT 99.2 EXHIBIT 99.2 ------------ [DAVIES WARD PHILLIPS & VINEBERG LLP LETTERHEAD] DAVIES WARD PHILLIPS & VINEBERG LLP 44th Floor Tel 416 863 0900 1 First Canadian Place Fax 416 863 0871 Toronto Canada M5X 1B1 www.dwpv.com December 12, 2005 Jay A. Swartz Dir 416.863.5520 jswartz@dwpv.com File No. 211371 BY FAX Mr. James Van Horn Vice President, Secretary and General Counsel Hollinger International Inc. 712 5th Avenue, 18th Floor New York, NY 10019 Dear Mr. Van Horn: HOLLINGER INTERNATIONAL INC. - PROXY CIRCULAR In our telephone conversation on Friday, December 9, you raised certain questions regarding the disclosure of the request by Hollinger Inc. to nominate directors to the board of Hollinger International at the upcoming shareholders' meeting of Hollinger International. Hollinger Inc. has requested that it be given proportional representation on the board of Hollinger International. If the board of Hollinger International is to include 12 or less directors, Hollinger Inc. wishes to have two individuals designated by it nominated for the board of Hollinger International. If more than 12 directors are to be elected, Hollinger Inc. wishes to have three of the individuals designated by it nominated. Hollinger Inc. has requested that one of its nominees would be Randy Benson, its Chief Restructuring Officer, and that the other director or directors be selected by Hollinger International from a list which includes Stanley Beck, Newton Glassman, David Rattee and Joseph Wright. We had previously included David Drinkwater on the list of alternative directors but Mr. Drinkwater has recently advised us that he does not wish to serve as a director of Hollinger International. Assuming that Hollinger Inc.'s nominees are elected at the January meeting, Hollinger Inc. would not exercise its voting rights to change the board until the next shareholders' meeting of Hollinger International called for the purpose of electing directors. Page 2 DAVIS WARD PHILLIPS & VINEBERG LLP We wish to confirm that you may disclose Hollinger Inc.'s request for proportional representation on the board of Hollinger International and that you may disclose the identity of each of the individuals who have been suggested as prospective directors. Please feel free to contact me if you have any questions. Yours very truly, /s/Jay A. Swartz Jay A. Swartz JAS/kcc cc: Stanley Beck Randy Benson David Drinkwater Newton Glassman David Rattee Joseph Wright EX-99 4 ex99-3form8k_122705.txt EXHIBIT 99.3 EXHIBIT 99.3 ------------ [Hollinger International Inc. Letterhead] JAMES R. VAN HORN Vice President General Counsel and Secretary December 12, 2005 Jay A. Swartz Davies Ward Phillips & Vineberg 1 First Canadian Place, 44th Floor Toronto, Ontario M5X 1B1 Canada RE: HOLLINGER INTERNATIONAL INC. Dear Mr. Swartz: This letter responds to your letter to me, dated December 12, 2005. You have confirmed the request of your client, Hollinger Inc. ("Inc."), to be provided with "proportional representation" on the Board of Directors of Hollinger International Inc. ("International"). If the International Board is to include 12 or fewer members, Inc. wishes to have two Board seats; if there are to be more than 12 members of the Board, Inc. wishes to have three Board seats. You have indicated that one of the Inc. representatives must be Randy Benson, and the additional director or directors must be selected by International from a list of the current Board members of Inc., but not including David Drinkwater. International has previously advised Inc. and its counsel that International does not believe it appropriate to provide any shareholder with Board membership proportional to its equity ownership of International Common Stock. Beyond the issue of proportionality, any representation for Inc. presents particular diffculty. As a result of the significant pending claims that International has against Inc. and other matters as to which Inc. and International may have different points of view, we do not believe that any representative of Inc., much less a director of Inc., could act independently as a director of International and exclusively in the best interests of International shareholders. As a result of conflicting fiduciary duties, such a director would not be considered independent and therefore could not participate on any of the standing independent Board committees at International. The Board's Nominating and Governance Committee has been working diligently to develop a slate of Board candidates that is highly qualified with broad experience, free of conflicts and independent of any particular constituency. Your letter leaves the clear impression that if Inc.'s request is not satisfied, then Inc. may exercise its voting rights to change the International Board of Directors. This highlights the very concern that International has over the inability of Inc.'s representative to act as 712 Fifth Avenue. New York, New York 10019 Telephone: (212) 586-5666 Facsimile: (212) 586-0010 Mr. Swartz Page Two December 12, 2005 an independent fiduciary representing the best interests of International's non-controlling majority shareholders. While we do not believe that it is appropriate to provide proportional Board representation to any group, the issues noted above relative to Inc. make such representation even more problematic. The Board and Management of International are nonetheless committed to establishing and maintaining a corporate governance structure that is appropriate under all of the current circumstances. We are mindful of the uncertainty created by the existence of the super-voting International Common Stock held by Inc., and the potential disruption that could be caused by the exercise of Inc.'s super-voting power in a manner that could advance Inc.'s interest, but might be opposed to the best interests of all International shareholders. Accordingly, this will repeat our previously communicated offer to Inc., to provide Inc. with representation on the International Board of Directors. We propose that Inc. be provided with one nominee for the International Board of Directors and that the Inc. Board nominee be selected by the International Board's Nominating and Governance Committee from the list of candidates that you have provided. In exchange for the Board nomination, Inc. would enter into a voting agreement. The voting agreement would provide that votes represented by the International shares controlled by Inc. would be cast in the same proportion as all other shareholders vote their International shares at any shareholder meeting and that Inc. would not exercise its votes outside of a shareholder meeting. The voting agreement would place no restrictions on Inc.'s ability to vote with respect to any change-in-control transaction relating to International. For the reasons set forth above, the agreement would make clear that Inc.'s representative would be ineligible to serve on the International Board's independent committees. This voting agreement would remain in effect for a period of eighteen (18) months. We believe that our proposal is fair and equitable. It provides Inc. with the representation on the Board that it seeks. It provides a measure of stability to International's governance, which positively affects Inc. by virtue of its large holding in International. It avoids the disruption that would result from the exercise of Inc.'s voting power in a manner that adversely affects the Company's majority non-controlling shareholders. Finally, our proposal provides a hopeful basis upon which a positive dialogue and relationship may be developed between our two organizations. As you may know, it is International's plan to finalize its slate of director-nominees for our January 24, 2006 Annual Meeting by Wednesday, December 14, 2005. We intend to mail proxy materials relating to this meeting during the week of December 19. Given this timeline, I request that Inc. consider our proposal and respond as promptly as practicable. Sincerely, /s/ James R. Van Horn cc: Gordon A. Paris Henry A. Kissinger Raymond G. H. Seitz EX-99 5 ex99-4form8k_122705.txt EXHIBIT 99.4 EXHIBIT 99.4 ------------ [DAVIES WARD PHILLIPS & VINEBERG LLP LETTERHEAD] DAVIES WARD PHILLIPS & VINEBERG LLP 44th Floor Tel 416 863 0900 1 First Canadian Place Fax 416 863 0871 Toronto Canada M5X 1B1 www.dwpv.com December 14, 2005 Jay A. Swartz Dir 416 863 5520 jswartz@dwpv.com File No. 211371 BY FAX Mr. James R. Van Horn Vice President, General Counsel and Secretary Hollinger International Inc. 712 5th Avenue New York, NY 10019 U.S.A. Dear Mr. Van Horn: HOLLINGER INTERNATIONAL INC. We acknowledge receipt of your letter of December 12, 2005, relating to proposed nominees to the board of directors of Hollinger International Inc. We note that you suggest that Hollinger Inc. has requested proportional representation on the board of Hollinger International; its request is in no way proportional to its voting rights, merely its equity interest. Hollinger Inc. has the largest equity interest in Hollinger International. As such, it has a vested interest in ensuring that Hollinger International follows the best practices of corporate governance and has a highly competent board to ensure that there is proper oversight for the Corporation. The interests of Hollinger Inc. are aligned with the interests of the other shareholders of Hollinger International who want to maximize the value of their investment. The directors of Hollinger Inc. were appointed pursuant to an Order of Mr. Justice Campbell of the Ontario Superior Court of Justice. They were chosen because of the integrity, experience and understanding of their fiduciary responsibilities as directors. If they serve as directors of Hollinger International, they will be well aware of their fiduciary responsibilities to all of the stakeholders in Hollinger International. To the extent matters arise in respect of which their roles as directors of both companies create a conflict of interest, such as dealing with litigation between Hollinger International and Hollinger Inc., they would, of course, follow recognized fiduciary practices and excuse themselves from the decision making process. Appropriate conduct in such circumstances is dictated by corporate law and is well understood; the existence of potential conflicts is not a reason for excluding qualified directors from a board, particularly where they will represent a small minority of the board. As you are well aware, it is quite common for significant shareholders of a corporation to nominate directors to a board to ensure that their investment is well managed. We would suggest that it is important for at least some Page 2 DAVIS WARD PHILLIPS & VINEBERG LLP directors of Hollinger International to have a significant economic interest the Corporation or to be responsible to a party that does. We do recognize that Hollinger International has established a Special Committee to deal with litigation issues arising out of the conduct of certain of its current and former directors. Since this Special Committee is dealing with claims involving Hollinger Inc., both as plaintiff and defendant, we do not expect that any of the nominees of Hollinger Inc. would be appointed to such a committee. However, we do not see any reason why Hollinger Inc.'s nominees would not be considered independent and competent to serve on other committees of the board of Hollinger International. Ultimately, the composition of committees is a matter for the newly elected board to determine. Hollinger Inc. has made no suggestion as to the course of action it will follow if it is not satisfied with the proposed slate of directors. Any impression which you may have in this regard is a matter of pure conjecture on your part. We consider your proposal to deny a shareholder its voting rights to be coercive and oppressive and an improper exercise of the fiduciary duties of the current board of Hollinger International. A board of directors should not attempt to interfere with or limit shareholder rights. Hollinger Inc. is aware of the need for stability at the Hollinger International board level and has voluntarily offered to not alter the board which is elected at the January meeting if it is satisfied with the constitution of that board. However, it is not prepared to give up its voting rights as a shareholder on a long term basis; in fact, for the board of Hollinger Inc. to agree to this could be perceived as derogation of its fiduciary responsibilities to the shareholders of Hollinger Inc. We think it is highly improper for Hollinger International to make this request and it certainty raises concerns about the true motivation of the current management of Hollinger International in doing so. In conclusion, we do not believe that your proposal is either fair or equitable. In fact, we consider it to be quite improper. We are, of course, willing to continue a dialogue with you regarding corporate governance and to address any legitimate concerns which you may have with respect to our proposal. Yours very truly, /s/ Jay A. Swartz - -------------------- Jay A. Swartz JAS/sd cc: Stanley Beck Randy Benson David Drinkwater Newton Glassman David Rattee Joseph Wright EX-99 6 ex99-5form8k_122705.txt EXHIBIT 99.5 EXHIBIT 99.5 ------------ [Hollinger International Inc. Letterhead] JAMES R. VAN HORN Vice President General Counsel and Secretary December 16, 2005 Jay A. Swartz, Esq. Davies Ward Phillips & Vineberg 1 First Canadian Place, 44th Floor Toronto, Ontario M5X 1B1 Canada RE: HOLLINGER INTERNATIONAL INC. Dear Mr. Swartz: I write in response to your December 14, 2005 letter. Hollinger International Inc. ("International") disagrees with the statements in your letter and stands by its proposal (i) to allow Hollinger Inc. ("Inc.") one nominee as selected by the Hollinger International Inc. ("International") Nominating and Governance Committee from the list of directors Inc. has proposed; and (ii) for Inc. to enter into an eighteen-month voting agreement under the terms described in my December 12, 2005 letter to you. Your position concerning representation on International's Board seemingly fails to take into consideration the significance and reality of Inc.'s status as a defendant in International's civil fraud action seeking damages of more than $400 million, and Inc.'s status as a defendant in civil fraud actions brought by the Securities and Exchange Commission and the Ontario Securities Commission. Many of the matters on which International and government securities regulators are suing Inc. have led to criminal indictments and, in the case of David Radler, a guilty plea for his felony participation in diverting International funds to himself and Inc. Indeed, the most recent indictment returned by a federal grand jury in Chicago names Inc. as an un-indicted participant in a criminal RICO enterprise, a purpose of which was to enrich Conrad Black, Inc., and others associated with Black at the expense of International and its public, majority shareholders, and to deprive International of its officers' honest services. Inc.'s alteration of its Board earlier this year did not, and cannot, relieve Inc. of its obligation to make restitution for its prior role in perpetrating serial fraud against International. We cannot understand your client's unwillingness to recognize the extensive and pervasive conflicts that would impair any Inc. representative serving on International's Board. As you have informed us, the mission and fiduciary duty of Inc.'s directors is to maximize value for Inc.'s shareholders, and more specifically, for Inc.'s minority shareholders. In pursuit of that objective, the Inc. Board's position appears to be that no restitution should be paid to 712 Fifth Avenue, New York, New York 10019 Telephone: (212) 586-5666 Facsimile: (212) 586-0010 Mr. Swartz Page Two December 16, 2005 International for Inc.'s past participation in fraudulent acts against International. On this matter, the mission and duty of the directors that Inc. proposes to serve on International's Board are diametrically opposed to the interests of International's non-controlling majority shareholders. Similarly, Inc.'s liquidity problems may cause an Inc. director to assess International's strategic alternatives and view the timing of any International liquidity event in a manner at odds with the best interests of all International shareholders. We in no way mean to impugn the integrity of any current Inc. director -- but their very status as Inc. directors would burden them with significant and unavoidable conflicts were they to serve on International's Board. As we reconstruct International's Board, we are committed to the best practices of corporate governance and have focused on populating the Board with independent directors dedicated to representing the interests of all International shareholders. During our Board nominee selection process, other International shareholders have proposed independent candidates for consideration, and International's Nominating and Governance Committee and the International Board have nominated at least one of those proposed candidates to appear on the slate of nominees for election at our upcoming Annual Meeting. The Committee remains willing to consider other suggestions for independent Board members from any source, including Inc. Unlike other International shareholders, however, Inc. insists on proposing non-independent and conflicted directors, i.e., its own Board members. Still, we have sought to compromise -- in the interest of normalizing International's corporate governance for the benefit of all shareholders, International has proposed accepting on its Board one Inc. director, as selected by the International Nominating and Governance Committee, in exchange for the voting agreement outlined in my December 12 letter. That offer remains open. As stated in my December 12 letter, International intends to mail proxy materials relating to the January 24, 2006 annual meeting during the week of December 19. We invite Inc. to propose truly independent director candidates for the Nominating and Governance Committee's consideration and to reconsider International's compromise proposal for an Inc. director's participation on the International Board. Please feel free to call me if you would like to discuss this further. Sincerely, /s/ James R. Van Horn cc: Gordon A. Paris Henry A. Kissinger Raymond G. H. Seitz EX-99 7 ex99-6form8k_122705.txt EXHIBIT 99.6 EXHIBIT 99.6 ------------ [Davies Ward Phillips & Vineberg LLP Letterhead] December 22, 2005 Jay A. Swartz Dir 416 863 5520j swartz@dwpv.com File No. 211371 BY FAX Mr. James R. Van Horn Vice President, General Counsel and Secretary Hollinger International Inc. 712 Fifth Avenue New York, NY 10019 Dear Mr. Van Horn: HOLLINGER INTERNATIONAL INC. I am writing in response to your letter of December 12, 2005, dealing with the proposed Board of Directors for Hollinger Inc. We are disappointed with this response and find it very unconstructive and, perhaps, detrimental to our attempts to bridge the issues between Hollinger International and Hollinger Inc. As you are aware, we believe that both Hollinger International and Hollinger Inc. were victims of serious misconduct by a number of individuals who used their roles as directors and officers of Ravelston, Hollinger Inc. and Hollinger International to strip value out of both Hollinger International and Hollinger Inc, for their own personal benefit. Most of the impropriety was effected with the co-operation or complicity of the full board of directors of Hollinger International and certain of its officers, including Mr. Kipnis who clearly assisted in the misconduct. You have already established that the outside directors of Hollinger International have a portion of the responsibility for the damage done to Hollinger International. There are undoubtedly serious issues which must be resolved between Hollinger International and Hollinger Inc., including the fact that, as part of Ravelston's scheme, a substantial portion of the assets of Hollinger Inc. were transferred to Hollinger International at below fair market value thereby enriching Hollinger International to the detriment of Hollinger Inc. While these disputes exist and must be resolved, they are not a real impediment to nominees of Hollinger Inc. serving on the Board of Hollinger International. The resolution of these disputes represents a very minor element of the overall value of Hollinger International and, where conflicts exist, the nominees of Hollinger Inc. could deal with these conflicts by excusing themselves from any process in Page 2 DAVIES WARD PHILLIPS & VINEBERG LLP which they are conflicted. Hollinger Inc. is principally concerned with enhancing the value of its shares of Hollinger International and, in this regard, having some impact into its direction and governance. This is a perfectly proper and responsible role for a significant investor. As the controlling shareholder, Hollinger Inc. considers its request to have two nominees appointed to the Hollinger International Board to be fair, reasonable and equitable. We do not consider it proper to receive an offer with strings attached. We look forward to receiving your proxy material so that we may determine an appropriate course of action. Yours very truly, /s/ Jay A. Swartz - ----------------- Jay A. Swartz JAS/ldv cc: The Board of Directors of Hollinger Inc. Nathan P. Eimer (ELMER STAHL) -----END PRIVACY-ENHANCED MESSAGE-----