-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4oc7ML7C1rwTXB+Md2pV6L4lkaDHtdyYpTLmtZpISclTN2oDtw/W0H86YWcuxru qWoy8njYOlV6UNMwN0ErHA== 0000909518-07-000724.txt : 20070802 0000909518-07-000724.hdr.sgml : 20070802 20070802155139 ACCESSION NUMBER: 0000909518-07-000724 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070802 DATE AS OF CHANGE: 20070802 GROUP MEMBERS: 4322525 CANADA INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUN-TIMES MEDIA GROUP INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 071020430 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: HOLLINGER INTERNATIONAL INC DATE OF NAME CHANGE: 19951020 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INC CENTRAL INDEX KEY: 0000911707 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135691211 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: 00000 BUSINESS PHONE: 4163638721 MAIL ADDRESS: STREET 1: 10 TORONTO ST STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: 00000 SC 13D/A 1 mm08-0207_13da2.txt AMEND. NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* SUN-TIMES MEDIA GROUP, INC. - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 86688Q100 - -------------------------------------------------------------------------------- (CUSIP Number) G. WESLEY VOORHEIS AUTHORIZED REPRESENTATIVE HOLLINGER INC. 120 ADELAIDE STREET WEST, SUITE 512 TORONTO, ONTARIO CANADA M5H 1T1 (416) 363-8721 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive No tices and Communications) JULY 31, 2007 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.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). Page 2 of 5 This Amendment No. 2 (this "Amendment") amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on February 14, 2007 (the "Schedule 13D") by Hollinger Inc. ("Hollinger") and 4322525 Canada Inc., an indirect wholly-owned subsidiary of Hollinger ("Canada Co." and together with Hollinger, the "Reporting Persons"), with respect to the Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Sun-Times Media Group, Inc., a corporation organized under the laws of Delaware (the "Issuer"). The address of the Issuer's principal executive offices is 350 North Orleans Street, Chicago, Illinois, 60654. Unless specifically amended hereby or in Amendment No. 1 to the Schedule 13D, as filed with the SEC on June 13, 2007, the disclosures set forth in the Schedule 13D shall remain unchanged. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in Amendment No. 1 to the Schedule 13D. Item 4. Purpose of Transaction. ITEM 4 IS AMENDED AS FOLLOWS: On July 31, 2007, the Reporting Persons, as the holders of issued and outstanding voting stock of the Corporation representing a majority of the voting power of the Corporation, delivered a written consent in lieu of a meeting to the Issuer (the "Written Consent") that approves and adopts resolutions (i) amending the By-Laws of the Issuer to increase the size of the Board of Directors of the Issuer to eleven members; (ii) amending the By-Laws of the Issuer to allow either the holders of a majority in voting interest then entitled to vote or a majority of the Board of Directors of the Issuer to fill vacancies on the Board of Directors of the Issuer following the removal or resignation of any one or more directors; (iii) removing, effective immediately, each of John F. Bard, John M. O'Brien and Raymond S. Troubh from the position of director of the Issuer; and (iv) electing, effective immediately, each of William E. Aziz, Brent D. Baird, Albrecht Bellstedt, Peter Dey, Edward C. Hannah and G. Wesley Voorheis to the position of director of the Issuer. The summary of the Written Consent does not purport to be complete and is qualified in its entirety by reference to the copy of the Written Consent which is filed as Exhibit 15 hereto and is incorporated herein by reference. A press release issued by Hollinger on August 1, 2007 announcing the Written Consent is filed as Exhibit 16 hereto. The Reporting Persons intend to work with and encourage the Issuer to proceed diligently with a strategic process designed to maximize the value of the Issuer for the benefit of all of the Issuer's stakeholders. Other than as set forth herein, the Reporting Persons currently have no plans or proposals which relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of the form of Schedule 13D promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). However, each of the Reporting Persons reserves the right to change its plans or intentions at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its own business and liquidity objectives, including in light of its position in proceedings under the CCAA and Ch. 15 of the U.S. Bankruptcy Code, (b) the Issuer's financial condition, business, operations, competitive position, prospects and/or share price, (c) industry, economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, the Reporting Persons reserve the right to, at any time or from time to time, (i) purchase or otherwise acquire additional common stock of the Issuer, or other securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities"), in the open market, in privately negotiated transactions or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in the open market, in privately negotiated transactions or otherwise, including transactions involving the Issuer, consistent with the role and approval of the special committee and special Page 3 of 5 monitor of same, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities or (v) encourage (including, without limitation, communications with the Issuer's directors and management, existing or potential security holders, investors, lenders or strategic partners, and investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses, or extraordinary corporate transactions, such as a merger or other reorganization, (B) changes to the Issuer's capitalization or dividend policy or (C) other changes to the Issuer's business or structure. Item 7. Material to be Filed as Exhibits. ITEM 7 IS AMENDED TO ADD THE FOLLOWING: Exhibit No. Description - ----------- ----------- Exhibit 15 Sun-Times Media Group, Inc. Stockholder Written Consent in Lieu of Meeting, dated July 31, 2007 Exhibit 16 Press Release, dated August 1, 2007, of Hollinger Inc. Page 4 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 2, 2007 HOLLINGER INC. By: /s/ G. Wesley Voorheis ------------------------------------ Name: G. Wesley Voorheis Title: Chief Executive Officer Page 5 of 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 2, 2007 4322525 CANADA INC. By: /s/ G. Wesley Voorheis ------------------------------------ Name: G. Wesley Voorheis Title: Authorized Representative EX-99 2 mm08-0207_13da2e15.txt EX.15 EXHIBIT 15 ---------- SUN-TIMES MEDIA GROUP, INC. STOCKHOLDER WRITTEN CONSENT IN LIEU OF MEETING The undersigned, being the holders of common shares of Sun-Times Media Group, Inc. (the "Corporation"), a Delaware corporation, representing a majority in voting interest, do hereby consent, in accordance with Section 228(a) of the Delaware General Corporation Law and Article I, Section 1.11 of the By-Laws of the Corporation, as to all shares of Class A Common Stock and Class B Common Stock of the Corporation owned by them, to the adoption of the following resolutions as of July 31, 2007 with the same force and effect as if such resolutions had been duly adopted at a meeting, and hereby waive all notice of a meeting and the holding of any meeting to act upon such resolutions and direct that this written consent be inserted in the minute books of the Corporation: Amendment to By-Laws -------------------- RESOLVED, that the By-Laws of the Corporation be amended by restating Article II, Section 2.2 thereof in its entirety so that, as amended, said Article II, Section 2.2 shall read as follows: "SECTION 2.2. NUMBER. Except as otherwise provided in the Certificate of Incorporation, the Board of Directors shall consist of eleven members. Directors need not be stockholders of the Corporation." RESOLVED, that the By-Laws of the Corporation be amended by restating the fifth sentence of Article II, Section 2.3 thereof in its entirety so that, as amended, said fifth sentence of Article II, Section 2.3 shall read as follows: "Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by the holders of outstanding shares of stock having a majority in voting interest then entitled to vote or a majority of the remaining members of the Board of Directors then in office, even if such majority is less than a quorum and each director so elected shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified or until his earlier resignation or removal." RESOLVED, that the By-Laws of the Corporation be amended by restating the seventh sentence of Article II, Section 2.3 thereof in its entirety so that, as amended, said seventh sentence of Article II, Section 2.3 shall read as follows: "When one or more directors shall resign from the Board of Directors, effective as of a future date, the holders of outstanding shares of stock having a majority in voting interest then entitled to vote or a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office until the expiration of the term of office of the director whom he has replaced or until his successor is elected and qualified or until his earlier resignation or removal." 1 Removal of Directors -------------------- RESOLVED, that, pursuant to Article II, Section 2.3 of the By-Laws of the Corporation, each of the following persons are hereby removed from the position of director of the Corporation effective immediately: John F. Bard John M. O'Brien Raymond S. Troubh Appointment of Directors ------------------------ RESOLVED, that each of the following persons are hereby elected director of the Corporation, effective immediately, to hold such position in accordance with the By-Laws of the Corporation, until his respective successor is duly appointed and qualified: William E. Aziz Brent D. Baird Albrecht Bellstedt Peter Dey Edward C. Hannah G. Wesley Voorheis Further Acts ------------ RESOLVED, that the directors and officers of the Corporation be, and each of them hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take such additional actions and to execute and deliver such additional agreements, documents and instruments as any of them may deem necessary or appropriate to implement the provisions of the foregoing resolutions, the authority for the taking of such additional actions and the execution and delivery of such agreements, documents and instruments to be conclusively evidenced thereby. [The remainder of this page is intentionally left blank] 2 IN WITNESS WHEREOF, the undersigned have executed this Written Consent as of the 31st day of July, 2007. HOLLINGER INC. By: /s/ G. Wesley Voorheis -------------------------------- G. Wesley Voorheis Chief Executive Officer 4322525 CANADA INC. (FORMERLY KNOWN AS 504468 N.B. INC.) By: /s/ G. Wesley Voorheis -------------------------------- G. Wesley Voorheis Authorized Representative 3 EX-99 3 mm08-0207_13da2e16.txt EX.16 EXHIBIT 16 ---------- HOLLINGER INC. INITIATES CHANGES TO SUN-TIMES MEDIA GROUP, INC. BOARD OF DIRECTORS AND MAKES APPLICATION FOR COURT SUPERVISED RESTRUCTURING TORONTO, Ontario, August 1, 2007 - Hollinger Inc. ("Hollinger") (TSX:HLG.C) (TSX:HLG.PR.B) announced today that, on July 31, 2007, Hollinger, as the holder of a majority in voting interest of the common stock of Sun-Times Media Group, Inc. ("Sun-Times"), delivered a written consent in lieu of a meeting to Sun-Times adopting resolutions that (i) removed three current directors from the Sun-Times Board of Directors, (ii) increased the size of the Sun-Times Board of Directors to eleven directors and (iii) elected each of William E. Aziz, Brent D. Baird, Albrecht Bellstedt, Peter Dey, Edward C. Hannah and G. Wesley Voorheis as directors to the Sun-Times Board of Directors. G. Wesley Voorheis, the CEO of Hollinger, said, "The concerns we expressed in our June 11, 2007 letter to Sun-Times remain, and have been heightened as the value of Sun-Times' shares continues to decline. We have always believed that Sun-Times should implement a formal strategic process to enhance value for all Sun-Times shareholders. The actions we have taken are consistent with this." Mr. Voorheis added, "As we have said before, we do not intend to interfere in any way with the mandate of the Special Committee of the Sun-Times Board of Directors, which will deal with the claims between Sun-Times and Hollinger, or the Special Monitor, Mr. Richard Breeden. We have not removed any of the members of the Special Committee. We are committed to working with the Special Committee and the entire Board of Directors, as well as Mr. Breeden." Mr. Voorheis noted, "Hollinger intends to immediately engage in a formal process, in consultation with other Sun-Times shareholders, to identify other qualified directors to join the Sun-Times Board of Directors in addition to or in lieu of those elected on July 31, 2007." "Our interests," Mr. Voorheis explained, "as the largest shareholder of Sun-Times are aligned with the interests of all of Sun-Times shareholders. We will work very hard to improve the value of Sun-Times for all shareholders." HOLLINGER MAKES APPLICATION FOR COURT SUPERVISED RESTRUCTURING Hollinger also announced today that it, together with two of its Canadian subsidiaries 4322525 Canada Inc. and Sugra Limited (collectively, the "Companies"), has made application for a Court-supervised restructuring under the Companies' Creditors Arrangement Act (Canada) and a similar proceeding in the United States pursuant to Chapter 15 of the U.S. Bankruptcy Code. The Companies have requested an Order of the Court that would have the effect of staying all actions or enforcement steps that might otherwise be taken against the Companies, and provide them with an opportunity to facilitate a restructuring of their assets and affairs. COMPANY PROFILE Hollinger's principal asset is its approximately 70.0% voting and 19.7% equity interest in Sun-Times (formerly Hollinger International Inc.), a newspaper publisher with assets which include the Chicago Sun-Times and a large number of community newspapers in the Chicago area. Further information can be obtained at www.hollingerinc.com. -2- CONTACT INFORMATION Media contacts: G. Wesley Voorheis Chief Executive Officer (416) 363-8721 ext. 237 wvoorheis@hollingerinc.com William E. Aziz Chief Financial Officer (416) 363-8721 ext. 262 baziz@hollingerinc.com -----END PRIVACY-ENHANCED MESSAGE-----