Hollinger International Announces Plans with Respect to Letter Received from Hollinger Inc.
January 18 2006 - 2:24PM
PR Newswire (US)
NEW YORK, Jan. 18 /PRNewswire-FirstCall/ -- Hollinger International
Inc. (NYSE:HLR) (the "Company") announced earlier today that it had
received a letter from Hollinger Inc. stating that Hollinger Inc.
and its wholly owned subsidiary ("Inc.") intended to nominate two
Inc. directors to serve as directors of the Company at the
Company's Annual Meeting of Stockholders scheduled for January 24,
2006. The two directors Inc. has designated as candidates are
Randall Benson, Inc.'s Chief Restructuring Officer and an Inc.
director, and Stanley M. Beck, an Inc. director. The Company's
Board has unanimously determined not to endorse the Inc.
candidates. The Company has previously advised Inc. of its view
that, due to extensive and pervasive conflicts, Inc. Board members
would be incapable of serving as independent directors of the
Company and acting exclusively in the best interests of the
Company's non-controlling majority shareholders. For these reasons,
the Company previously declined Inc.'s request to include two Inc.
directors as nominees for election to the Company's Board at the
Annual Meeting. The Company's Board of Directors previously
nominated seven individuals as candidates for election at the
Annual Meeting of Stockholders. Given Inc.'s super-majority voting
power, however, it will be in a position to elect its nominees. To
facilitate the Company's shareholders' fair consideration of the
Board's seven nominees, the Board has determined to change the size
of the Board as of the election of directors at the Annual Meeting
from seven to nine. If Inc. decides not to nominate and vote for
its candidates, the size of the Board as of the election of
directors will remain at seven. Since the candidates the Company
expects to be nominated and elected by Inc. are not endorsed by the
Company's Board, certain provisions of the Illinois Court Order,
dated January 16, 2004, issued by the United States District Court
for the Northern District of Illinois in the matter of United
States Securities and Exchange Commission v. Hollinger
International, Inc. will apply. Under the Order, Richard C. Breeden
would become Special Monitor of the Company immediately upon
election of Inc.'s candidates. The Special Monitor's mandate would
be, among other matters, to protect the interests of the Company's
non-controlling shareholders to the extent permitted by law.
Hollinger International Inc.
(http://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 First Call Analyst:
FCMN Contact: molly-morse@KEKST.COM DATASOURCE: Hollinger
International Inc. CONTACT: Molly Morse, +1-212-521-4826, , or
Jeremy Fielding, +1-212-521-4825, , both of Kekst and Company, for
Hollinger International Inc. Web Site:
http://www.hollingerinternational.com/
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