SEC Sues Former Hollinger Chiefs

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Conrad Black, the former chairman of Hollinger International Inc., was accused of looting the company he created of $85 million in a federal lawsuit that seeks to block him from keeping control of the newspaper publisher.


The Securities and Exchange Commission’s civil fraud suit also names David Radler, the company’s former president, and Hollinger Inc., the Canadian company that Mr. Black uses to control Chicago-based publisher Hollinger International. The Chicago Sun-Times and the Jerusalem Post are among its holdings.


The 76-page lawsuit seeks to bar Messrs. Black and Radler from serving as officers or directors of a public company and demands unspecified penalties. The agency also wants to force Mr. Black to place his Hollinger International shares in a trust, the first time in 16 years the SEC has taken action to try to strip a controlling shareholder of voting authority.


“This is so aggressive it’s virtually unprecedented,” said a former SEC lawyer now in private practice in Houston, Christopher Bebel. “It manifests the SEC’s willingness to flex its muscle.”


In a prepared statement, a spokesman for Messrs. Black and Radler defended their roles at Hollinger.


“We fully expect to be vindicated in this fight,” the statement said. “Rather than being the victims of fraud, the shareholders of Hollinger International are beneficiaries of enormous value that Conrad Black, David Radler and their team brought to this extraordinarily successful enterprise.”


The statement also said “decision makers” at Hollinger relied on their professional advisers’ advice in connection with the transactions the SEC criticized in its complaint.


The suit, filed in Chicago federal court, also linked Hollinger board member Richard Perle, a former senior Pentagon official, to some transactions with Mr. Black without naming him as a defendant.


Mr. Perle’s lawyer, Dennis Block, said he hasn’t seen the lawsuit and wouldn’t comment. Mr. Perle didn’t respond to telephone messages.


Mr. Black, 60, and Mr. Radler, 61, diverted $85 million in proceeds from Hollinger International’s sale of newspapers through so-called non-competition payments between 1999 and 2001, the SEC alleged. They also tried to conceal the “self-dealing” from board members and public shareholders.


The money, which amounted to 14% of Hollinger International’s pretax income during this three-year period, was diverted to Messrs. Black and Radler, Hollinger Inc., other companies they controlled, and some associates, the suit contended.


The SEC also alleged that Messrs. Black and Radler orchestrated the sale of three Hollinger International publications at below-market prices to another closely held company that they owned. One publication was sold for a dollar, it said.


“Black and Radler abused their control of a public company and treated it as their personal piggy bank,” SEC Enforcement Director Stephen Cutler said in a statement.


In one example cited by the SEC, Hollinger International entered into a September 2000 agreement to sell publications to Newspaper Holdings Inc. for about $90 million. Messrs. Black and Radler and two other executives received as much as $9.5 million in so-called noncompetition payments in the transaction.


Mr. Black quit as chairman and chief executive officer of Hollinger Inc. on November 2. He remains controlling shareholder with 78% of the common stock of the company, whose main asset is Hollinger International.


Among the associates of Mr. Black who received non-competition payments were John Boultbee, a Hollinger Inc. director and former Hollinger International chief financial officer, and Peter Atkinson, a former Hollinger International director and executive vice president, the SEC alleged.


Messrs. Boultbee and Atkinson, who the SEC said received a total of $3.8 million in noncompetition payments, weren’t named as defendants. Mr. Boultbee didn’t respond to a request for comment, and Mr. Atkinson couldn’t be located.


The SEC is continuing its investigation of the company and it includes “other individuals and potentially other entities that may have engaged in transactions with the defendants,” said Merri Jo Gillette, who oversees the agency’s Chicago office.


Those individuals include directors, lawyers, and auditors, she said. The other suits could be filed within months.


Mr. Perle, former chairman of the Pentagon’s advisory Defense Policy Board under President Bush, was a member of Hollinger International’s three-member executive committee, along with Messrs. Black and Radler.


This board committee approved undisclosed “noncompetition” payments of at least $7.6 million to Messrs. Black and Radler and Hollinger as part of $238 million in asset sales to four closely held companies, the suit said.


Mr. Black also authorized a $2.5 million investment by Hollinger International in a venture-capital fund with which he was affiliated, the SEC alleged. Mr. Perle, an assistant secretary of defense under President Reagan, was a member of the firm that manages the Trireme Partners LP venture-capital fund.


Messrs. Black and Perle negotiated this investment, and Mr. Black did not obtain board approval for the transaction, the SEC alleged.


The last time the agency sought to force a shareholder to give up control of his shares in a company was in a 1988 fraud suit against Drexel Burnham Lambert Inc. and corporate raider Victor Posner, Mr. Gillette said.


The SEC won a court order placing Mr. Posner’s controlling stake in another company into a trust overseen by an outside trustee. The order was ultimately upheld on appeal after the U.S. Supreme Court declined to hear the case in 1995.


“It’s highly unusual for the SEC to deprive a shareholder of the voting rights he has under state law,” said David Becker, a former SEC general counsel.


Hollinger International’s board ousted Black in January and later sued him, saying he and other top executives looted the company of more than $400 million over seven years.


Hollinger International is a minority investor in the New York Sun.


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