Edgar Filing: NEWS COMMUNICATIONS INC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

News Communications, Inc.
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(Name of Issuer)

Common Stock, $0.01 par value per share
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(Title of Class of Securities)

652484 60 1
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(CUSIP Number)

Daniel A. Etna
Herrick, Feinstein LLP
2 Park Avenue
New York, New York 10016
212.592.1557
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

June 25, 2002
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP NO. 652484 60 1
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1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
The Lord Black of Crossharbour, PC (Can), OC, KCSG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY

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4 SOURCE OF FUNDS* (See Instructions)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION British
--------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 2,084,222.5
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,168,445
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* IN
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CUSIP NO. 652484 60 1
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
The Ravelston Corporation Limited
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (See Instructions)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 2,084,222.5
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,168,455
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,455
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
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CUSIP NO. 652484 60 1
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
Hollinger Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (See Instructions)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Canada
--------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 2,084,222.5
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,168,445
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* HC
--------------------------------------------------------------------------------

CUSIP NO. 652484 60 1
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
Hollinger International Inc.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER 2,084,222.5
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,168,445
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* CO
--------------------------------------------------------------------------------

CUSIP NO. 652484 60 1
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
Hollinger NCI Holdings, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (See Instructions) WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER 2,084,222.5
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER -0-
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,168,445
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
--------------------------------------------------------------------------------

CUSIP NO. 652484 60 1
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. Identification Nos. of above persons (entities only).
JAF-HLR, LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY

--------------------------------------------------------------------------------
4 SOURCE OF FUNDS* (See Instructions)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER -0-
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER -0-
BENEFICIALLY ----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 4,168,445
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 4,168,445
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 30.1%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON* OO
--------------------------------------------------------------------------------

SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D relates to the common stock, $0.01 par value per
share (CUSIP Number 652484 60 1) ("Common Stock"), of News Communications, Inc.,
a Nevada corporation (the "Issuer"). The Issuer's principal executive office is
located at Suite 1405, 2 Park Avenue, New York, New York 10016.

Item 2. Identity and Background

The persons filing this Schedule 13D are The Lord Black of
Crossharbour, PC (Can), OC, KCSG ("Lord Black"), The Ravelston Corporation
Limited ("Ravelston"), Hollinger Inc., Hollinger International Inc. ("HLR"),
Hollinger NCI Holdings, LLC ("Holdings") and JAF-HLR, LLC. Such filing persons
may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under
the Securities Exchange Act of 1934, as amended. Set forth below is certain
information relating to these filing persons and, with respect to such persons
other than Lord Black, information relating to their respective members,
directors and executive officers:

Lord Black

(a) Name: The Lord Black of Crossharbour, PC (Can), OC, KCSG

(b) Address: 10 Toronto Street, Toronto, Ontario, Canada M5C 2B7

(d), (e) Certain Proceedings: During the past five (5) years, Lord
Black has not been the subject of any type of proceeding specified in Items 2(d)
and 2(e) of Schedule 13D.

(f) Citizenship: British

Ravelston

(a) Name: The Ravelston Corporation Limited

(b) Address: 10 Toronto Street, Toronto, Ontario, Canada M5C 2B7

(d)(e) Certain Proceedings: During the past five (5) years,
Ravelston has not been the subject of any type of proceeding specified in Items
2(d) and 2(e) of Schedule 13D.

(f) Citizenship: Ravelston is a corporation organized and existing
under the laws of the Province of Ontario, Canada.

Hollinger Inc.

(a) Name: Hollinger Inc.

(b) Address: 10 Toronto Street, Toronto, Ontario, Canada M5C 2B7

(d), (e) Certain Proceedings: During the past five (5) years,
Hollinger Inc. has not been the subject of any type of proceeding specified in
Items 2(d) and 2(e) of Schedule 13D.

(f) Citizenship: Hollinger Inc. is a corporation organized and
existing under the laws of Canada.

HLR

(a) Name: Hollinger International Inc.

(b) Address: 401 North Wabash Avenue, Chicago, Illinois 60611

(c) Principal Business: HLR, through its subsidiaries and associated
companies, is a global publisher with English-language newspapers in the United
States of America, the United Kingdom, Canada and Israel.

(d), (e) Certain Proceedings: During the past five (5) years, HLR
has not been the subject of any type of proceeding specified in Items 2(d) and
2(e) of Schedule 13D.

(f) Citizenship: HLR is a Delaware corporation.

Holdings

(a) Name: Hollinger NCI Holdings, LLC

(b) Address: 712 Fifth Avenue, New York, New York 10019.

(d), (e) Certain Proceedings: Since the date of its formation on
June 24, 2002, Holdings has not been the subject of any type of proceeding
specified in Items 2(d) and 2(e) of Schedule 13D.

(f) Citizenship: Holdings is a Delaware limited liability company.

JAF-HLR, LLC

(a) Name: JAF-HLR, LLC

(b) Address: c/o Bridge Service Corp., 30 Old Rudnick Lane, Dover,
Delaware 19901.

(c) Principal Business: The principal business of JAF-HLR, LLC is to
acquire, hold and vote the equity securities issued by the Issuer.

(d), (e) Certain Proceedings: Since the date of its formation on
June 24, 2002, JAF-HLR, LLC has not been the subject of any type of proceeding
specified in Items 2(d) and 2(e) of Schedule 13D.

(f) JAF-HLR, LLC is a Delaware limited liability company.

Directors and Executive Officers of Ravelston

The business address of each of the individuals listed below is 10
Toronto Street, Toronto, Ontario, Canada M5C 2B7. During the past five (5)
years, none of the individuals listed below has been the subject of any type of
legal proceeding specified in Items 2(d) and 2(e) of Schedule 13D.

Name (Citizenship) Position(s) with Ravelston Principal Occupation
------------------ -------------------------- --------------------

Peter Y. Atkinson (Canadian) Director and Executive Vice Executive Vice President of
President Hollinger Inc.

Lord Black (British) Director, Chairman and Chief Chairman and Chief Executive
Executive Officer Officer of Hollinger Inc.

John A. Boultbee (Canadian) Director, Executive Vice President Executive Vice President and Chief
and Chief Financial Officer Financial Officer of Hollinger Inc.

Dixon S. Chant (Canadian) Director and Deputy Chairman Deputy Chairman of Ravelston

Daniel W. Colson (Canadian) Director and Vice President Vice Chairman of Hollinger Inc. and
Deputy Chairman and Chief Executive
Officer of Telegraph Group Limited

Charles G. Cowan (Canadian) Director, Vice President and Vice President and Secretary of
Secretary Hollinger Inc.

F. David Radler (Canadian) Director and President Deputy Chairman, President and Chief
Operating Officer of Hollinger Inc.

Peter G. White (Canadian) Director and Executive Vice Executive Vice President of
President Ravelston

Name (Citizenship) Position(s) with Ravelston Principal Occupation
------------------ -------------------------- --------------------

Frederick A. Creasey (Canadian) Vice President and Controller Vice President and Controller of
Ravelston and Hollinger Inc.

Claire F. Duckworth Assistant Controller Assistant Controller of Ravelston
(Canadian) and Hollinger Inc.

Sherrie L. Ross (Canadian) Assistant Treasurer Assistant Treasurer of Ravelston and
Hollinger Inc.

Tatiana Samila (Canadian) Treasurer Treasurer of Ravelston and
Hollinger Inc.

Directors and Executive Officers of Hollinger Inc.

Name (Citizenship) Position(s) with Hollinger Inc. Principal Occupation
------------------ ------------------------------- --------------------

Peter Y. Atkinson (Canadian) Director and Executive Vice Executive Vice President of
President Hollinger Inc.

Ralph M. Barford (Canadian) Director President of Valford Holdings
Limited

Barbara Amiel Black Director and Vice President- Vice President-Editorial of
(British and Canadian) Editorial of Hollinger Inc. Hollinger Inc.

Lord Black (British) Director, Chairman and Chief Chairman and Chief Executive Officer
Executive Officer of Hollinger Inc.

John A. Boultbee (Canadian) Director, Executive Vice Executive Vice President and Chief
President and Chief Financial Financial Officer of Hollinger Inc.
Officer

Daniel W. Colson (Canadian) Director and Vice Chairman Vice Chairman of Hollinger Inc. and
Deputy Chairman and Chief Executive
Officer of Telegraph Group Limited

Charles G. Cowan (Canadian) Director, Vice President and Vice President and Secretary of
Secretary Hollinger Inc.

Name (Citizenship) Position(s) with Hollinger Inc. Principal Occupation
------------------ ------------------------------- --------------------

Frederick S. Eaton (Canadian) Director Chairman of White Raven Capital Corp.

R. Donald Fullerton (Canadian) Director Director of Canadian Imperial Bank
of Commerce

Allan E. Gotlieb (Canadian) Director Senior Adviser to Stikeman Elliott

Henry K. Ketcham, III (American) Director Chairman, President and Chief
Executive Officer of Timber Co. Ltd.

F. David Radler (Canadian) Director, Deputy Chairman, Deputy Chairman, President and Chief
President and Chief Operating Operating Officer of Hollinger Inc.
Officer

Maureen J. Sabia (Canadian) Director President of Maureen Sabia
International

Peter G. White (Canadian) Director Executive Vice President of
Ravelston

Frederick A. Creasey (Canadian) Vice President and Controller Vice President and Controller of
Ravelston and Hollinger Inc.

Claire F. Duckworth (Canadian) Assistant Controller Assistant Controller of Ravelston
and Hollinger Inc.

Sherrie L. Ross (Canadian) Assistant Treasurer Assistant Treasurer of Ravelston and
Hollinger Inc.

Tatiana Samila (Canadian) Treasurer Treasurer of Ravelston and Hollinger
Inc.

Directors and Executive Officers of HLR

The business address of each of the individuals listed below is 401
Wabash Street, Chicago, Illinois 60611. During the past five (5) years, none of
the individuals listed below, other than A. Arthur Taubman, has been the subject
of any legal proceeding specified in Items 2(d) and 2(e) of Schedule 13D.

Name (Citizenship) Position(s) with HLR Principal Occupation
------------------ -------------------- --------------------

Peter Y. Atkinson (Canadian) Director and Executive Vice Executive Vice President of
President Hollinger Inc.

Name (Citizenship) Position(s) with HLR Principal Occupation
------------------ -------------------- --------------------

Barbara Amiel Black Director and Vice Vice President- President-Editorial of
(British and Canadian) Editorial Hollinger Inc.

Lord Black (British) Director, Chairman and Chief Chairman and Chief Executive
Executive Officer Officer of Hollinger Inc.

Hon. Richard R. Burt (American) Director Chairman of IEP Advisors, L.L.P.

Daniel W. Colson (Canadian) Director and Vice Chairman Vice Chairman of Hollinger Inc. and
Deputy Chairman and Chief Executive
Officer of Telegraph Group Limited

Dr. Henry A. Kissinger Director Chairman of Kissinger Associates Inc.
(American)

Marie-Josee Kravis, O.C. Director Senior Fellow of the Hudson
(American and Canadian) Institute Inc.

Shmuel Meitar (Israeli) Director Vice Chairman of Aurec Ltd.

Hon. Richard N. Perle Director Resident Fellow of the American
(American) Enterprise Institute for Public
Policy Research

F. David Radler (Canadian) Director, Deputy Chairman, President Deputy Chairman, President and Chief
and Chief Operating Officer Operating Officer of Hollinger Inc.

A. Alfred Taubman (American) Director _____

Hon. James R. Thompson (American) Director Chairman of Winston & Strawn

Leslie H. Wexner (American) Director Chairman and Chief Executive Officer
of The Limited, Inc.

John A. Boultbee (Canadian) Executive Vice President Executive Vice President and Chief
Financial Officer of Hollinger Inc.

Frederick A. Creasey (Canadian) Group Corporate Controller Vice President and Controller of
Hollinger Inc.

Paul B. Healy (American) Vice President-Corporate Development Vice President-Corporate Development
and Investor Relations and Investor Relations of HLR

Name (Citizenship) Position(s) with HLR Principal Occupation
------------------ -------------------- --------------------

Mark S. Kipnis (American) Vice President, Corporate Counsel Vice President, Corporate Counsel
and Secretary and Secretary of HLR

Robert T. Smith (American) Treasurer Treasurer of HLR

On December 5, 2001, Mr. Taubman was convicted in the United States
District Court for the Southern District of New York of conspiracy to fix
auction commission rates charged to sellers in violation of United States
antitrust laws. Mr. Taubman received a prison sentence of one (1) year and one
(1) day. Upon release from imprisonment, Mr. Taubman will be on supervised
release for one (1) year. Mr. Taubman was ordered by the court to pay (i) a fine
of Seven Million Five Hundred Thousand Dollars ($7,500,000); (ii) the costs of
incarceration and/or supervision of Twenty-One Thousand Six Hundred and One
Dollars and Thirty-Two Cents ($21,601.32) and (iii) an assessment of One Hundred
Dollars ($100). Mr. Taubman maintains his innocence in this matter and is
seeking a new trial.

Sole Member of Holdings

HLR owns, directly or indirectly, all of the membership interests in
Holdings.

Members of JAF-HLR, LLC

The members of JAF-HLR, LLC are Holdings and James A. Finkelstein.
Mr. Finkelstein is the President and Chief Executive Officer of the Issuer. Mr.
Finkelstein is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration

As more fully described in Item 6, Holdings and Mr. Finkelstein
entered into the operating agreement of JAF-HLR, LLC dated as of June 25, 2002
(the "Operating Agreement"), a copy of which is annexed hereto as Exhibit 2 and
incorporated herein by reference. Under the Operating Agreement, (i) Mr.
Finkelstein made an initial capital contribution of 1,018,445 shares of Common
Stock and warrants (as more fully described in Item 5) to purchase up to an
additional 3,150,000 shares of Common Stock and (ii) Holdings made an initial
capital contribution of One Million Twenty-Five Thousand Dollars ($1,250,000).
The initial capital contribution made by Holdings was contributed to Holdings by
HLR out of HLR's working capital.

Item 4. Purpose of Transaction

Lord Black, Ravelston, Hollinger Inc., HLR, Holdings and JAF-HLR,
LLC acquired the shares of Common Stock reported hereunder in order to obtain a
substantial equity position in the Issuer. Depending upon market conditions and
other factors (including, without limitation, in the case of JAF-HLR, LLC, the
agreement of Mr. Finkelstein) that the foregoing persons may deem material to
investment decisions, one or more of such persons may acquire additional
securities of the Issuer in the open market, in private transactions, by tender
offer or by any other permissible means. Such persons have no present intention
to acquire additional securities of the Issuer.

While it is not the present intention of Lord Black, Ravelston,
Hollinger Inc., HLR, Holdings and JAF-HLR, LLC to do so, such persons reserve
the right, subject to the agreement of Mr. Finkelstein, to dispose of some or
all of the shares of Common Stock reported

hereunder in the open market, in privately negotiated transactions or by any
other permissible means.

As more fully described in Item 6, as a result of Holdings' (i)
right to designate nominees to the Issuer's board of directors and (ii)
relationship with Mr. Finkelstein (the President, Chief Executive Officer and a
director of the Issuer), Lord Black, Ravelston, Hollinger Inc., HLR, Holdings
and JAF-HLR, LLC expect to have under consideration from time to time various
plans or proposals which may relate to or might result in one or more of the
matters described in subparagraphs (a) through (j), inclusive, of Item 4 of
Schedule 13D. Except for Holdings' intention to designate nominees to the
Issuer's board of directors as more fully described in Item 6, no such plans or
proposals are currently under consideration.

Item 5. Interest in Securities of the Issuer

(a) As of the close of business on July 5, 2002, JAF-HLR, LLC
beneficially owned directly 4,168,445 shares of Common Stock (including warrants
to purchase up to 3,150,000 shares of Common Stock) as a result of its ability
under the Operating Agreement to dispose or to direct the disposition of such
shares. The 4,168,445 shares of Common Stock beneficially owned directly by
JAF-HLR, LLC constitute approximately 30.1% (calculated pursuant to Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of the
10,685,811 outstanding shares of Common Stock as disclosed in the Issuer's
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2002 (the
"Issuer's Form 10-QSB"). As of the close of business on July 5, 2002, each of
Lord Black, Ravelston, Hollinger Inc., HLR, Holdings and Mr. Finkelstein
beneficially owned indirectly the 4,168,445 shares of Common Stock beneficially
owned directly by JAF-HLR, LLC.

The warrants to purchase shares of Common Stock held by JAF-HLR, LLC
consist of a (i) currently exercisable warrant expiring on April 19, 2006 to
purchase up to one million (1,000,000) shares of Common Stock at a price of One
Dollar and Ten Cents ($1.10) per share; (ii) currently exercisable warrant
expiring on April 19, 2006 to purchase up to one million (1,000,000) shares of
Common Stock at a price of One Dollar and Fifty Cents ($1.50) per share; (iii)
currently exercisable warrant expiring on April 19, 2006 to purchase up to one
million (1,000,000) shares of Common Stock at a price of Two Dollars ($2) per
share and (iv) currently exercisable warrant expiring on June 4, 2006 to
purchase up to one hundred fifty thousand (150,000) shares of Common Stock at a
price of One Dollar ($1) per share.

As of the close of business on July 5, 2002, each of Holdings and
Mr. Finkelstein beneficially owned directly 2,084,222.5 shares of Common Stock
(including warrants to purchase up to 1,575,000 shares of Common Stock) as a
result of its or his ability under the Operating Agreement to vote or to direct
the vote of such shares. The 2,084,222.5 shares of Common Stock beneficially
owned by each of Holdings and Mr. Finkelstein constitute approximately 16.9%
(calculated pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as amended) of the outstanding shares of Common Stock based on the
Issuer's Form 10-QSB. As of the close of business on July 5, 2002, each of Lord
Black, Ravelston, Hollinger Inc. and HLR beneficially owned indirectly the
2,084,222.5 shares of Common Stock beneficially owned directly by Holdings.

To the knowledge of Lord Black, Ravelston, Hollinger Inc., HLR,
Holdings and JAF-HLR, LLC, none of the directors or executive officers (other
than Lord Black) of Ravelston, Hollinger Inc. or HLR beneficially owned any
shares of Common Stock.

(b) JAF-HLR, LLC has the sole power under the Operating Agreement to
dispose or to direct the disposition of 4,168,445 shares of Common Stock. Each
of Holdings and Mr. Finkelstein has the sole power under the Operating Agreement
to vote or to direct the vote of 2,084,222.5 shares of Common Stock. As a result
of the relationships described in the immediately following paragraph, each of
Lord Black, Ravelston, Hollinger Inc., HLR and Holdings may be deemed to share
with JAF-HLR, LLC the power to dispose or to direct the disposition of 4,168,445
shares of Common Stock. As a result of the Operating Agreement, Mr. Finkelstein
may be deemed to share with JAF-HLR, LLC the power to dispose or to direct the
disposition of 4,168,445 shares of Common Stock. As a result of the
relationships described in the immediately following paragraph, each of Lord
Black, Ravelston, Hollinger Inc. and HLR may be deemed to share with Holdings
the power to vote or to direct the vote of 2,084,222.5 shares of Common Stock.

Lord Black is the sole shareholder and Chairman of Conrad Black
Capital Corporation. Conrad Black Capital Corporation controls Ravelston through
its holding of over a majority of the outstanding common shares of Ravelston.
Ravelston directly and indirectly through its subsidiaries (including Argus
Corporation Limited) controls Hollinger Inc. as a result of holding (both
directly and indirectly) over a majority of the outstanding common shares of
Hollinger Inc. Hollinger Inc. controls HLR through its holding of over a
majority of the outstanding common stock of HLR. HLR owns, directly or
indirectly, all of the membership interests in Hollinger NCI Holdings, LLC.
Holdings and Mr. Finkelstein are the sole members of JAF-HLR, LLC. As more fully
described in Item 6, all decisions, other than the voting of the shares of
Common Stock beneficially owned by JAF-HLR, LLC, relating to the business and
affairs of JAF-HLR, LLC are made jointly by Holdings and Mr. Finkelstein.

(c) As more fully described in Item 6, Holdings and Mr. Finkelstein
entered into the Operating Agreement which caused the transactions described in
Item 3 to be effected. After such transactions were effected, JAF-HLR, LLC made
a distribution in accordance with the Operating Agreement of One Million Two
Hundred and Fifty Thousand Dollars ($1,250,000) to Mr. Finkelstein.

(d) As more fully described in Item 6, except for the rights of Mr.
Finkelstein under the Operating Agreement, no other person is known to Lord
Black, Ravelston, Hollinger Inc., HLR, Holdings and JAF-HLR, LLC, to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of Common Stock which Lord Black,
Ravelston, Hollinger Inc., HLR, Holdings or JAF-HLR, LLC may be deemed to
beneficially own.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

Under the Operating Agreement, the initial members of Holdings of
JAF-HLR, LLC are Holdings and Mr. Finkelstein. All decisions, other than the
voting of the shares of

Common Stock held by JAF-HLR, LLC, are made jointly by Holdings and Mr.
Finkelstein. In the event that Holdings and Mr. Finkelstein are unable to reach
joint agreement upon a matter, the Operating Agreement contains a deadlock
resolution procedure. Under this procedure, Holdings and Mr. Finkelstein are
first required to negotiate in good faith. If the deadlock remains unresolved
following the conclusion of such good faith negotiations, Holdings and Mr.
Finkelstein are required to submit to non-binding mediation. In the event
mediation fails to resolve the deadlock, Holdings and Mr. Finkelstein are
required to submit to binding arbitration for final resolution of the deadlock.

Each of Holdings and Mr. Finkelstein has the right to direct
JAF-HLR, LLC's vote or consent with respect to fifty percent (50%) of the voting
capital stock of the Issuer held from time to time by JAF-HLR, LLC. With respect
to the shares of voting capital stock of the Issuer as to which it or he has the
right to direct JAF-HLR, LLC's vote or consent, each of Holdings and Mr.
Finkelstein is required to direct JAF-HLR, LLC's vote or consent in favor of the
other's nominees to the Issuer's board of directors. A similar requirement
exists with respect to the removal of directors and the filling of vacancies on
the Issuer's board of directors.

Mr. Finkelstein has the right to designate four (4) nominees to the
Issuer's board of directors under a stockholders' agreement dated May 8, 2001 by
and among Mr. Finkelstein, Jerry Finkelstein, The Finkelstein Foundation, Inc.,
Shirley Finkelstein, Wilbur L. Ross, Melvyn I. Weiss, M&B Weiss Family
Partnership, J. Morton Davis, D.H. Blair Investment Banking Corp., Rivkalex
Corporation and Rosalind Davidowitz (the "Stockholders' Agreement"). Under the
Operating Agreement, Mr. Finkelstein agreed, for so long as he has the right to
designate nominees to the Issuer's board of directors pursuant to the
Stockholders' Agreement, to designate as two (2) of such four (4) nominees, two
(2) nominees designated by Holdings, provided, however, that if Mr. Finkelstein
ceases to serve as the President of the Issuer for any reason, then Holdings has
the right to designate three (3) of such four (4) nominees.

At any time from and after the earliest to occur of (i) eighteen
(18) months after the date of the Operating Agreement; (ii) the death or
disability of Mr. Finkelstein or (iii) Mr. Finkelstein's voluntary termination
of employment with the Issuer, Holdings has the right to purchase all of Mr.
Finkelstein's interest in JAF-HLR, LLC for a purchase price equal to the greater
of (y) One Million Eight Hundred Thousand Dollars ($1,800,000) or (z) the "fair
market value" of such interest as determined pursuant to an appraisal procedure.

Each of Holdings and Mr. Finkelstein has a right of first refusal
under the Operating Agreement. In the event that either Holdings or Mr.
Finkelstein (the "Offeror") receives a bona fide written offer (the "Purchase
Offer") to purchase for cash all or a portion of the Offeror's interest in
JAF-HLR, LLC from an independent third-party dealing at arm's length with the
Offeror which the Offeror desires to accept, the Offeror is required to first
offer Holdings or Mr. Finkelstein, as the case may be, the opportunity to
purchase the Offeror's interest at the price and upon the terms and conditions
set forth in the Purchase Offer.

Each of Holdings and Mr. Finkelstein has a drag along right under
the Operating Agreement. If either Holdings or Mr. Finkelstein (the "Drag Along
Offeror") proposes to sell all of its or his interest in JAF-HLR, LLC for cash
pursuant to a bona fide written offer to an independent third-party (the
"Third-Party Purchaser") in an arms-length transaction, then the

Drag Along Offeror is required to first offer Holdings or Mr. Finkelstein (the
"Other Member"), as the case may be, the opportunity to purchase the Drag Along
Offeror's interest at the price and upon the terms and conditions the Drag Along
Offeror proposes to sell its or his interest to the Third-Party Purchaser. If
the Other Member declines to purchase the Drag Along Offeror's interest, then
the Drag Along Offeror may require the Other Member to sell all of its or his
interest to the Third-Party Purchaser for the same consideration (calculated on
a percentage interest basis) and otherwise on the same terms and conditions upon
which the Drag Along Offeror's interest is being sold; provided, however, that
under no circumstances may the amount received by the Other Member on account of
its or his interest be less than (i) Three Million Fifty Thousand Dollars
($3,050,000), if Holdings is the Other Member and (ii) One Million Eight Hundred
Thousand Dollars ($1,800,000), if Mr. Finkelstein is the Other Member, in either
case, after the proceeds from the transaction are distributed in accordance with
the Operating Agreement; provided, further, however, that following the third
(3rd) anniversary of the date of the Operating Agreement, the amounts set forth
in clauses (i) and (ii) of the immediately preceding proviso increase at the
annual rate of ten percent (10%) on a compounded basis.

JAF-HLR, LLC will be dissolved in the event of the occurrence of any
of the following events: (i) the written consent to a dissolution by Holdings
and Mr. Finkelstein; (ii) the written request of Holdings or Mr. Finkelstein
after December 31, 2007; (iii) the assignment, sale, transfer or other
disposition of all, or substantially all, of the assets, properties and business
of JAF-HLR, LLC; (iv) at Holdings' option by delivery of written notice to Mr.
Finkelstein (or his legal representative) following the (A) death or disability
of Mr. Finkelstein; (B) termination of Mr. Finkelstein's employment with the
Issuer or (C) bankruptcy of Mr. Finkelstein or (v) the occurrence of any event
that, under applicable law, would cause the dissolution of JAF-HLR, LLC (except
as otherwise expressly provided for in the Operating Agreement) or that would
make it unlawful for the business of JAF-HLR, LLC to be continued.

The aforementioned description of the Operating Agreement set forth
in this Item 6 is a summary and the complete text of the Operating Agreement is
annexed hereto as Exhibit 2.

The Operating Agreement may result in Mr. Finkelstein being deemed
to be in a "group" within the meaning of Rule 13d-5 promulgated under the
Securities Exchange Act of 1934, as amended, with Lord Black, Ravelston,
Hollinger Inc., HLR, Holdings and JAF-HLR, LLC. Mr. Finkelstein makes separate
filings on Schedule 13D with respect to his relationship with the Issuer.
Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, as
amended, each of Lord Black, Ravelston, Hollinger Inc., HLR, Holdings and
JAF-HLR, LLC expressly disclaims beneficial ownership of any equity securities
of the Issuer not reported hereunder as to which Mr. Finkelstein may be deemed
to possess beneficial ownership.

Except as set forth above, to the knowledge of Lord Black,
Ravelston, Hollinger Inc., HLR, Holdings and JAF-HLR, LLC, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the foregoing persons or between such persons and any other person with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Exhibit 1 -- Joint Filing Agreement dated July 5, 2002.

Exhibit 2 -- Operating Agreement dated as of June 25, 2000 among
JAF-HLR, LLC, Holdings and Mr. Finkelstein.

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.

Dated: July 5, 2002

By: /s/ Conrad M. Black
--------------------------------------------
The Lord Black of Crossharbour,
PC (Can), OC, KCSG, individually, and
on behalf of Conrad Black Capital
Corporation
Chairman of Conrad Black Capital Corporation

THE RAVELSTON CORPORATION
LIMITED

By: /s/ Charles G. Cowan
--------------------------------------------
Charles G. Cowan, Q.C.
Vice President and Secretary

HOLLINGER INC.

By: /s/ Charles G. Cowan
--------------------------------------------
Charles G. Cowan, Q.C.
Vice President and Secretary

HOLLINGER INTERNATIONAL INC.

By: /s/ Mark S. Kipnis
--------------------------------------------
Mark S. Kipnis
Vice President, Corporate Counsel
and Secretary

HOLLINGER NCI HOLDINGS, LLC

By: Hollinger International Inc.,
Sole Member

By: /s/ Mark S. Kipnis
--------------------------------------------
Mark S. Kipnis
Vice President, Corporate Counsel
and Secretary

JAF-HLR, LLC

By: Hollinger NCI Holdings, LLC,
Member

By: Hollinger International Inc.,
Sole Member

By: /s/ Mark S. Kipnis
--------------------------------------------
Mark S. Kipnis
Vice President, Corporate Counsel
and Secretary

By: /s/ James A. Finkelstein
--------------------------------------------
James A. Finkelstein,
Member