Business Services Industry
Hollinger Inc. Status Update
Business Wire, Sept 22, 2005
TORONTO -- Please replace the release with the following corrected version due to multiple revisions.
The corrected release reads:
HOLLINGER INC. STATUS UPDATE
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. 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
(i) Board Compensation Approvals
Following a consultative process and review of a marketplace survey by independent external experts, the compensation for the directors of Hollinger has been established as set out below. Due to his position as an officer of Hollinger, Randall Benson, Chief Restructuring Officer, will not receive compensation in his role as a director.
--Annual retainer - $70,000 payable quarterly in arrears;
--Chairman of the Board - $50,000 per year payable quarterly in arrears;
--Committee Chair - $15,000 per year payable quarterly in arrears;
--Committee Member - $3,500 per year payable quarterly in arrears;
--Board Meeting fee - $1,500 per meeting; and
--Committee meeting fee - $1,500 per meeting.
--The compensation is subject to a cap of $150,000 per director for a 12 month period except for the Chair who is subject to a cap at $200,000 for a 12 month period.
--A program will be introduced whereby at the option of each director, the retainer may be paid in equity or deferred share units, if permitted by law.
Joseph Wright has been appointed as the Chair of the Board of Directors for Hollinger. The Audit Committee of the Corporation has been established and shall initially be comprised of the entire Board of Directors of Hollinger. David Rattee has been appointed Chair of the Audit Committee for Hollinger. Mr. Benson will be an ex-officio member of the Audit Committee.
(ii) Litigation Matters
The motions brought by certain individuals seeking an Order to, inter alia, stay the civil action brought by Hollinger against, inter alia, certain former executives are scheduled to be heard before Mr. Justice Campbell of the Ontario Superior Court of Justice in Toronto on November 14, 2005 and November 15, 2005. The Saskatchewan Court of Queen's Bench has reserved decision in respect of various motions which were brought in the Class Action proceedings commenced in Saskatchewan. The Court of Appeal for Ontario has reserved decision on the appeal heard on September 6, 2005 which was brought by certain individuals appealing an Order compelling them to stand for examination by the Inspector.
In United States Securities and Exchange Commission v. Black, et al., pending in the United States District Court for the Northern District of Illinois, the judge granted the government's motion to stay all discovery with the exception of document discovery pending the outcome of a criminal case and an ongoing criminal investigation by the U.S. Attorney's Office. The government has brought similar motions to stay discovery in the case brought by Hollinger International and the private securities litigation, both pending in the United States District Court for the Northern District of Illinois. In the Hollinger International case, the court has issued a temporary stay pending resolution of the government's motion. No ruling has been made yet in the private securities litigation.
Hollinger and the U.S. Securities and Exchange Commission have agreed to an extension of the Escrow and Custodial Agreement dated March 1, 2005 to November 30, 2005.
Financial Statements
As previously reported, Hollinger's 2003 and 2004 annual financial statements cannot currently be completed and audited for various reasons. One precondition to the filing by Hollinger of audited financial statements on a consolidated basis is the filing of financial statements by Hollinger International Inc. ("Hollinger International") which, in turn, Hollinger's auditors can rely upon. The Audit Committee of Hollinger is working to determine the best course of action to deliver financial information to Hollinger's stakeholders as quickly as possible.
Hollinger has been unable to file its annual financial statements, MD&A and AIF for the years ended December 31, 2003 and 2004 on a timely basis as required by Canadian securities legislation 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 and June 30, 2005.
Hollinger International has not yet filed its interim financial statements for the fiscal quarters ended March 31 and June 30, 2005. On September 15, 2005, Hollinger International filed a Form 8-K which included unaudited financial statements for the year ended December 31, 2004 pending the filing of its Form 10-K. Hollinger International has indicated that it expects to report that its internal control over financial reporting was not effective as of December 31, 2004. On August 29, 2005, Hollinger International further advised that it will restate its consolidated balance sheets as of December 31, 2000, 2001, 2002, and 2003 and its consolidated statements of operations for the years ended December 31, 2000 and 2001. Hollinger International has previously 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.
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