Business Services Industry
Hollinger Inc.: Status Update
Business Wire, July 28, 2005
TORONTO -- Hollinger Inc. ("Hollinger") (TSX:HLG.C)(TSX: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 (the "Hollinger MCTO"). These guidelines contemplate that Hollinger will normally 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 Update Reports and other press releases that have been previously filed by Hollinger and which are available on SEDAR at www.sedar.com.
Recent Events
On July 19, 2005, Hollinger made changes to its Board of Directors with the appointment of Stanley Beck, Q.C., Randall Benson, Newton G.Z. Glassman and Joseph H. Wright as directors and the confirmation of existing directors Robert Metcalfe and Allan Wakefield pursuant to the terms of the July 15, 2005 Order of the Honourable Mr. Justice Campbell. Messrs. Gordon Walker and Paul Carroll resigned as directors. Hollinger also appointed Mr. Benson as Chief Restructuring Officer and terminated Messrs. Carroll and Metcalfe as officers of Hollinger.
On July 22, 2005, Hollinger announced the resignation of Allan Wakefield and Robert Metcalfe as directors of Hollinger. Messrs. Wakefield and Metcalfe offered, and the new Board accepted their offer, to act as consultants to assist the new Board as needed to ensure an orderly transition period. Pursuant to previous compensation arrangements entered into by Hollinger's former Board and the terms of the July 8, 2005 Order of the Honourable Mr. Justice Campbell, Mr. Wakefield and Mr. Metcalfe, like their colleagues Messrs. Walker and Carroll, are entitled to receive the Court sanctioned termination payment of $600,000 upon their resignations. Hollinger's new Board is actively reviewing the compensation arrangements currently applicable to Hollinger's directors, and will announce changes to those terms in the near future.
Financial Statements
As previously reported, Hollinger's 2003 annual financial statements cannot be completed and audited until Hollinger International Inc. ("Hollinger International") completes and files its 2003 annual financial statements. On January 18, 2005, Hollinger International filed its 2003 Form 10-K with the SEC, which included audited financial statements and related management discussion and analysis ("MD&A") for the year ended December 31, 2003 and restated audited financial results for the years ended December 31, 1999, 2000, 2001 and 2002. Hollinger International stated that the restated financial results were to correct accounting errors in prior periods and to reflect reclassifications arising from the adoption of a new accounting standard. On January 21, 2005, Hollinger International filed its audited financial statements, MD&A and renewal Annual Information Form ("AIF") for the year ended December 31, 2003 with the Canadian securities regulatory authorities. The foregoing were necessary but not sufficient conditions to permit Hollinger to complete and file its 2003 annual financial statements as the completion and audit of such financial statements will require a level of co-operation from Hollinger International, which is still in negotiation, and Hollinger International's auditors.
On May 19 and 20, 2005, Hollinger International filed with the United States Securities and Exchange Commission its quarterly reports on Form 10-Q for the three, six and nine month periods ended March 31, June 30 and September 30, 2004, respectively. These interim financial statements (and related MD&A) were also filed with the Canadian securities regulatory authorities on May 24, 2005.
Neither Hollinger International nor Hollinger has been able to file its annual financial statements, MD&A and AIF for the year ended December 31, 2004 on a timely basis as required by Canadian securities legislation. Hollinger International has not yet filed its interim financial statements for the fiscal quarter ended March 31, 2005 and Hollinger has not filed its interim financial statements for the fiscal quarters ended March 31, June 30 and September 30, 2004 and March 31, 2005. Hollinger International stated in its press release of July 25, 2005 that it anticipates filing its Annual Report on Form 10-K for the year ended December 31, 2004 prior to the end of August 2005. Hollinger International further stated that it expects to become current with its continuous disclosure obligations upon the filing of its third quarter interim financial statements in November 2005.
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 an alternative basis, as described below (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 management of Hollinger and was not audited or reviewed by Hollinger's auditors. The Alternative Financial Information includes the accounts of Hollinger and those wholly-owned subsidiaries which carry out head office functions and which do not represent investments. Investments in other companies and subsidiaries, such as Hollinger International, are not consolidated but rather are carried as investments and are accounted for at their market value. The Alternative Financial Information has been prepared in accordance with Hollinger's traditional accounting policies with the exception that it has been prepared as though Hollinger had always accounted for its assets and liabilities at their market values.
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