-----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, KYA//gKbt/Scac7Q0fykuUv1MOx8aFeXDlBDwotwGCsFB99GrgNzrJPU14jLpHNa Zf4Sz8ckX1jwLeSFSHiF5A== 0000950142-06-000096.txt : 20060118 0000950142-06-000096.hdr.sgml : 20060118 20060118155312 ACCESSION NUMBER: 0000950142-06-000096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060111 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060118 DATE AS OF CHANGE: 20060118 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: 06535638 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_011106.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): JANUARY 11, 2006 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On January 11, 2006, Hollinger International Inc. (NYSE: HLR) (the "Company") and its subsidiary Hollinger Canadian Publishing Holdings Co. ("HCPH") entered into a Share Purchase Agreement (the "Agreement") with Glacier Ventures International Corp. ("Glacier") and a subsidiary of Glacier (the "Buyer") pursuant to which HCPH has agreed to sell its approximately 87% interest in Hollinger Canadian Newspapers, Limited Partnership, and all of the shares of Hollinger Canadian Newspapers GP Inc., Eco Log Environmental Risk Information Services Inc. and KCN Capital News Company as well as certain Canadian real estate assets to the Buyer for a purchase price of Cdn.$121.7 million. The purchase price is subject to certain working capital and cash adjustments. At closing, Cdn.$20 million of the purchase price amount will be placed in escrow for a period not to exceed 7 years and will be released to either HCPH or the Buyer upon a final award, judgment or settlement being made under or in respect of or the occurrence of certain other events related to certain pending arbitration proceedings involving the Company and its related entities and CanWest Global Communications Corp. (the "CanWest Proceedings"). Any escrowed amount paid to the Buyer will reduce the indemnification obligation of HCPH to the Buyer related to the CanWest Proceedings. Interest earned on the escrowed amount is for the account of HCPH. The closing of the sale is subject to customary conditions and (i) the execution by the Company, HCPH, Glacier and the Buyer of a Non-Competition Agreement and (ii) the execution by the Company, HCPH and related entities of an Indemnity Cooperation Agreement relating to the CanWest Proceedings and various other proceedings involving the Company and its related entities. The Agreement includes certain indemnification obligations of HCPH and the Buyer, including in connection with the CanWest Proceedings, certain litigation and other matters. The Company guarantees the performance by HCPH of its obligations under the Agreement and the agreements ancillary thereto. The Agreement is terminable if the transactions contemplated therein are not completed by February 1, 2006 although HCPH has the right to extend such date to March 1, 2006. The Company expects the transaction to close in February, 2006. A copy of the press release announcing the transaction is attached as Exhibit 99.1 hereto. ITEM 9.01 EXHIBITS EXHIBIT NO. EXHIBIT 99.1 Press Release, dated January 11, 2006 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: January 18, 2006 By: /s/ James R. Van Horn ------------------------------------ Name: James R. Van Horn Title: Vice President, General Counsel & Secretary EXHIBIT INDEX EXHIBIT NO. EXHIBIT 99.1 Press Release, dated January 11, 2006 EX-99 2 ex99-1form8k_011106.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ HOLLINGER INTERNATIONAL SELLS SUBSTANTIALLY ALL REMAINING CANADIAN ASSETS FOR US$104 MILLION NEW YORK, NY, JANUARY 11, 2006 -- Hollinger International Inc. (NYSE: HLR) and its Canadian affiliate, Hollinger Canadian Publishing Holdings Co., have entered into an agreement to sell substantially all of their remaining Canadian assets, consisting of, among other things, approximately 87% of the outstanding Units of Hollinger Canadian Newspapers, Limited Partnership ("HCNLP") and all of the shares of Hollinger Canadian Newspapers GP Inc., Eco Log Environmental Risk Information Services Ltd. and KCN Capital News Company, to an affiliate of Glacier Ventures International Corp. ("Glacier") (TSX: GVC) for an aggregate purchase price of C$121.7 million, or US$104.4 million. HCNLP owns and operates: 1) the Business Information Group ("BIG"), which publishes a variety of trade magazines, directories, newsletters, electronic databases and specialty websites, 2) a group of daily and weekly newspaper and related printing operations in British Columbia, including the Nelson Daily News, West Kootenay Weekender, Cranbrook Daily Townsman, Kimberley Daily Bulletin, East Kootenay Weekly Extra, East Kootenay Weekly Weekender, Trail Times, Fernie Free Press, Grand Forks Gazette, Grand Forks Boundary Bulletin, Creston Valley Advance, Kamloops Daily News, Kamloops The Extra, Prince George Citizen, Prince George This Week, Prince George Extra, Alaska Highway News, North Peace Express, The Northener, Peace River Block News, The Regional Advertiser, The Northern Horizon, The Mirror, Prince Rupert Daily News, and Prince Rupert Daily News Extra, 3) the Real Estate Weekly and Kodiak Press in Vancouver, B.C., and 4) The Sherbrooke Record and Brome County News in the eastern townships of Quebec. KCN publishes the Merritt News and Merritt News Extra in B.C. Eco Log is an electronic information and report service provider that accesses key federal, provincial and private sector databases to help identify potential environmental risks in Canada for real estate developers, banks, insurance companies and a variety of other customers. "With the transaction announced today, we can now focus our efforts entirely on leveraging the strength of our more than 100 media properties across the Chicago area, our Sun-Times News Group," said Gordon A. Paris, Chairman and Chief Executive Officer. "We feel confident that our Canadian portfolio of publications will continue to be outstanding contributors to the communities they serve and see ongoing success with their new owner." In December 2005, Hollinger International sold to Glacier its 70 percent interest in Great West Newspaper Group Ltd. and its 50 percent interest in Fundata Canada Inc. to Jamison Newspapers Inc. and Glacier ("Glacier") for total consideration for total consideration of approximately CDN$47.1 million, or approximately US$40.5 million. Closing is subject to customary conditions, including obtaining all required approvals under the Competition Act (Canada), and is expected to occur prior to the end of February, 2006. Hollinger International's financial adviser in the sale of its Canadian portfolio of publications is Lazard. ABOUT HOLLINGER INTERNATIONAL Hollinger International Inc. (www.hollingerinternational.com) is a newspaper publisher whose assets include The Chicago Sun-Times and a large number of community newspapers in the Chicago area as well as in Canada. 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 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. CONTACTS: Molly Morse / Jeremy Fielding Kekst and Company 212-521-4826/4825 molly-morse@kekst.com jeremy-fielding@kekst.com -----END PRIVACY-ENHANCED MESSAGE-----