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Argus Corporation Limited: Status Update Report.


TORONTO -- Argus Corporation Argus Corporation, based in Toronto, Ontario, is an investment and holding company founded in 1945 by its President E. P. Taylor with minority partners Colonel W. Eric Phillips and Wallace McCutcheon and other investors.  Limited ("Argus") (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
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:AR.PR.A) (TSX:AR.PR.D) (TSX:AR.PR.B) today provided a status update of developments since its last Status Update Report was filed on November 26, 2004.

Argus is providing updates on its affairs on at least a bi-weekly basis. These reports are being made in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with certain guidelines guidelines,
n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks.
 of the Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance.  (the "OSC O.S.C. n. short for Order to Show Cause. (See: Order to Show Cause) ") until Argus is able to meet its public filing obligations.

These guidelines are pursuant to the Management and Insider Cease Trade Order that was issued by the OSC on June 3, 2004 with respect to the management and insiders of Argus.

Argus' Status Update Reports that have been filed since the Order are available to review at www.sedar.com.

This Report includes certain updates regarding Hollinger Inc. ("Hollinger") of which Argus owns or controls 61.8% of the Retractable re·tract  
v. re·tract·ed, re·tract·ing, re·tracts

v.tr.
1. To take back; disavow: refused to retract the statement.

2.
 Common Shares ("Common Shares") and Hollinger International Inc. ("International") of which Hollinger owns 68% of the voting shares Voting Shares

Shares that give the stockholder the right to vote on matters of corporate policy making as well as who will compose the members of the board of directors.

Notes:
Different classes of shares, such as preferred stock, sometimes don't allow for voting rights.
 and 18.2% of the equity.

The Report further provides certain financial information and an update as to the preparation and filing of financial statements and other related matters by Argus.

On the basis of past announcements by International, Argus anticipates that International will soon be filing its audited financial statements (and related MD&A) for its fiscal year ended December 31, 2003 and to complete its interim financial statements for the fiscal Quarters ended March 31 and June 30, 2004 shortly thereafter.

International has also announced that appropriate filings would then be made on Forms 10-K, 10-Q and 8-K with the U.S. Securities and Exchange Commission (the "SEC") and in Canada.

The filing by International of its 2003 financial statements will in part permit Hollinger to prepare its audited statements as consolidated with those of International and for the Quarters in 2004.

The extent of cooperation with International and its auditors will be a material factor for Hollinger in the preparation of its financial statements. A Cooperation and Confidentiality Agreement, which sets out that International and Hollinger are to negotiate in good faith, was incorporated in an Order of the Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England.

The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century .
 on October 30, 2004.

Once Hollinger has prepared its financial statements for the Quarters in 2004, Argus would, in turn, then be able to consolidate its financial statements with those of Hollinger and bring its financial reporting up to date.

Argus is however unable to determine when that may be commenced or completed owing to owing to
prep.
Because of; on account of: I couldn't attend, owing to illness.

owing to prepdebido a, por causa de 
 various uncertainties. Argus presently contemplated that it may need to continue to file additional financial statements that are not consolidated with those of Hollinger for current and upcoming financial periods on an alternative financial basis.

Financial Position of Argus

Argus had Cdn. $280,951 of cash as of the close of business on December 10, 2004.

Argus is reviewing various options for it to obtain additional funds in order to continue to pay dividends on its Class A and Class B Preference Shares on an uninterrupted basis, including approximately $251,703 of dividends that are due to be paid on February 1, 2005. Argus intends to make efforts to ensure that such dividend payments can be made when due.

Argus indirectly owns 21,596,387 Retractable Common Shares of Hollinger (each a "Share") with a market value at the close of trading on December 10, 2004 on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 of Cdn. $6.55 per share or an aggregate of Cdn. $141,456,335.

The market value of its shareholdings is subject to the minority interest of The Ravelston Corporation Limited Ravelston Corporation Limited is a Canadian holding company that was largely controlled by Conrad Black and business partner David Radler. It held shares in Black's other holding companies, such as Hollinger International, now known as Sun-Times Media Group.  ("Ravelston"), the parent of Argus. 11,862,342 of the Shares, being approximately fifty-five percent of the Shares, are owned by a subsidiary of Argus in which Ravelston has a significant minority interest.

The amount of that minority interest was stated to be $20,585,670 in the financial statements that Argus publicly filed as alternative financial information for the Third Quarter of 2004 ended September 30, 2004.

The financial statements of Argus have further set out a liability for an amount on account of future income taxes on unrealized net capital gains. The amount of that liability was stated to be $14,793,176 in Argus' financial statements for the Third Quarter of 2004.

Argus Committees

Jonathan H. Marler of Oakville, Ontario Oakville (2006 population 165,613[2]) is a town on Lake Ontario in southern Ontario, Canada, midway between Toronto (about 31 km or 19 mi away) on its eastern border and Hamilton (about 20 km or 12 mi away) from its western border.  has been appointed as Chair of each of the Audit Committee and Independent Committee of Argus. Robert Emmett Tyrrell R. (Robert) Emmett Tyrrell, Jr. (born 1943) is the founder of the American Spectator magazine, an adjunct fellow at the Hudson Institute, and a contributing editor of the New York Sun. Though "R. Emmett Tyrrell, Jr.  is a member of each of those committees and Peter G. White is also a member of the Audit Committee.

Proposed Privatization privatization: see nationalization.
privatization

Transfer of government services or assets to the private sector. State-owned assets may be sold to private owners, or statutory restrictions on competition between privately and publicly owned
 of Hollinger

The Independent Committee was established on November 12, 2004 to review a going private transaction involving Hollinger that was proposed by Ravelston on October 28, 2004. The Independent Committee is to make recommendations to the Board of Directors of Argus and is to retain such independent professional advisers as it deems necessary.

The proposed going private transaction would be structured as a share consolidation and retirement of Hollinger's shares held by parties other than by Argus and Ravelston directly and indirectly.

Ravelston announced on November 16, 2004 that it will support the proposed privatization on the basis that holders of Shares (other than Ravelston and certain of its affiliated entities) would receive Cdn. $7.25 in cash for each Share held by them and holders of Series II Preference Shares of Hollinger (each a "Series II Share") would receive 0.46 of a share of Class A Common Stock of International for each Series II Share held by them.

Hollinger has established a Privatization Committee, comprised of Robert J. Metcalfe and Allan Wakefield, to review the transaction. The Privatization Committee has engaged GMP GMP (guanosine monophosphate): see guanine.  Securities Ltd. as independent financial advisors and Wildeboer Dellelce LLP LLP - Lower Layer Protocol  as independent legal advisors to assist it in that review.

The Hollinger going private transaction would result in Argus holding a greater percentage of the Shares of Hollinger but that Hollinger would then be a private company without the public company liquidity that currently exists. Argus has announced that it will review and consider whether the terms of the proposal are acceptable when they are announced.

Hollinger's Financial Position

Hollinger announced on November 29, 2004 that it and its subsidiaries had approximately US $11.4 million of cash or cash equivalents at that date.

Hollinger has previously reported that it has approximately US $10.5 million of cash deposited as collateral for its borrowings and that it is entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to apply this amount towards future interest payments on its secured borrowings.

Hollinger directly or indirectly owned at November 29, 2004 785,959 shares of Class A Common Stock and 14,990,000 shares of Class B Common Stock of International.

Hollinger determined, effective as of October 28, 2004, to honour retractions of its Series II Shares. Such retractions are effected by Hollinger delivering .46 of a share of Class A Common Stock of International to the holder of the Series II Shares being retracted re·tract  
v. re·tract·ed, re·tract·ing, re·tracts

v.tr.
1. To take back; disavow: refused to retract the statement.

2.
 in exchange for each retracted Series II Share.

Based on the closing price of the shares of Class A Common Stock of International on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 at the close of business on December 10, 2004 of US $18.78 and the number of shares of Class A Common Stock of International owned by Hollinger at November 29, 2004, the market value of Hollinger's direct and indirect holdings in International is US $296,272.510.

All of Hollinger's interest in the shares of Class A Common Stock of International is being held in escrow escrow

Instrument, such as a deed, money, or property, that constitutes evidence of obligations between two or more parties and is held by a third party. It is delivered by the third party only upon fulfillment of some condition.
 with a licensed trust company in support of future retractions of its Series II Shares.

All of Hollinger's interest in the shares of Class B Common Stock of International is pledged as security in connection with US $78 million of Senior Secured Notes and US $15 million of Second Priority Notes issued by it.

On November 29, 2004, Hollinger announced that it then had currently in excess of US $286.6 million aggregate collateral securing the US$78 million principal amount of the Senior Secured Notes and the US$15 million principal amount of the Second Priority Notes outstanding.

Hollinger to Share in Net Telegraph Proceeds

Hollinger is to receive a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 portion of dividend distributions or tender purchases from International's remaining proceeds from the sale of International's Telegraph properties after the repayment of certain debt and taxes (the "Proceeds").

The payment to be received by Hollinger is to be proportionate pro·por·tion·ate  
adj.
Being in due proportion; proportional.

tr.v. pro·por·tion·at·ed, pro·por·tion·at·ing, pro·por·tion·ates
To make proportionate.
 to its shareholdings of International or, in the case of a self tender, to the number of shares tendered.

Hollinger in turn has agreed that the injunction granted by Vice-Chancellor Strine in Delaware limiting Hollinger's control of International would be extended beyond its October 31, 2004 expiration date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
 to no later than January 31, 2005.

The injunction is to expire on the earlier of the date the Proceeds have been distributed to International's shareholders and January 31, 2005.

International has further agreed not to block any payment to Hollinger unless that is required by a court order (which it will not seek), statute or regulation. There is to be no reduction or set-off.

Other Hollinger Developments

An Appeal was commenced on December 3, 2004 by Lord Black and Barbara Amiel-Black as against a decision of Mr. Justice Colin L. Campbell of the Ontario Superior Court of Justice The Superior Court of Justice for Ontario, Canada is the successor to the former Ontario Court of Justice (General Division), and was created on April 19 1999. Its predecessor, the Ontario Court (General Division) was the result of the 1990 merger and discontinuance of the previous  made on November 18, 2004 in the matter of an Application brought by Catalyst to remove all but two of the Directors of Hollinger.

Mr. Justice Campbell ordered the removal of three Directors of Hollinger, Ms. Amiel-Black, J.A. Boultbee and F. David Radler F. David Radler (born 1944 in Montreal, Quebec) is a Canadian executive and close associate of Conrad Black for 36 years. Radler was once president of Ravelston Corporation, a privately owned corporation owned by Black and Radler to control their former newspaper empire. , effective immediately. Lord Black had previously resigned as a Director and Officer of Hollinger on November 2, 2004.

Following the November 18, 2004 Decision of Mr. Justice Campbell, Hollinger announced certain management changes that were then referred to in Argus' last Status Update Report.

These included Hollinger's announcement on November 25, 2004 of the resignations of F. David Radler as Deputy Chairman, President and Co-Chief Operating Officer and Ms. Amiel-Black as Vice-President, Editorial. Donald M.J. Vale was appointed as President and Mr. Walker as the Chairman of the Board.

On December 1, 2004, Hollinger announced further management changes including that Peter G. White, formerly Chief Operating Officer Chief Operating Officer (COO)

The officer of a firm responsible for day-to-day management, usually the president or an executive vice-president.
 and Secretary, has been appointed as Vice-President, Operations and continues as Secretary and J.A. Boultbee, formerly Executive Vice-President, no longer continues in that office.

Ernst & Young Inc. as the inspector of Hollinger ("the Inspector") pursuant to an Order of the Court made on October 27, 2004 pursuant to s. 229(1) of the Canada Business Corporations Act The Canada Business Corporations Act, also known as Bill C-44, is a Canadian act respecting Canadian business corporations. See also
  • List of Acts of Parliament of Canada
External links
  • Canada Business Corporations Act ( R.S. 1985, c.
, is continuing its inspection.

The Inspector provided its Second Interim Report to the Court on November 25, 2004. It is anticipated that a Third Interim Report will be provided to the Court before the parties are to appear again before Mr. Justice Campbell on December 15, 2004. The Inspector has brought a Motion for certain directions, including for the production of documents, to be heard on that date.

For additional information on developments respecting Hollinger, including a more-detailed review of the terms of the proposed share consolidation and privatization, reference can be made to its public filings online at www.hollingerinc.com, www.hollinger.com or www.sedar.com.

International's Developments

The defendants to International's Second Amended Complaint amended complaint n. what results when the party suing (plaintiff or petitioner) changes the complaint he/she has filed. It must be in writing, and can be done before the complaint is served on any defendant, by agreement between the parties (usually their lawyers),  that was filed in Illinois on October 29, 2004, including Hollinger, Ravelston and Ravelston Management Inc., certain of their current and former directors and officers and others, have to respond to the Complaint by December 13, 2004.

The total amount of damages sought by International in the Second Amended Complaint is approximately US $425 million together with pre-judgment interest of US $117 million and costs.

A Motion has been brought by the defendants for a Protective Order with respect to information provided and documents produced in that Complaint. The defendants have provided a Supplemental Memorandum in support of their Application and International is due to provide its response by December 14, 2004. The next Court Hearing with respect to the Motion is to be before Magistrate Any individual who has the power of a public civil officer or inferior judicial officer, such as a Justice of the Peace.

The various state judicial systems provide for judicial officers who are often called magistrates, justices of the peace, or police justices.
 Judge Ann Nolan on December 23, 2004.

International has appealed the dismissal of its previous Complaint including allegations pursuant to the Racketeer and Corrupt Influenced Organizations Act. International was to have produced its reply in support of their Motion this week. This matter is to be decided by Judge Blanche Manning.

For additional information on developments respecting International, reference can be made to its online public filings at either www.hollingerinternational.com or http://www.sec.gov/edgar.shtml.

There has been no other material change from the information contained in the Status Update Report of Argus issued on November 26, 2004.
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Geographic Code:1USA
Date:Dec 11, 2004
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