-----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, Iewc1jTkFtYOd0fVk6TAk6n8Dxhjh0tMBOw/d9SU7BLF4iUF87BtUal9uyGKCdpk vfSavtMOWCykfqjTmwrebg== 0001104659-06-066262.txt : 20061012 0001104659-06-066262.hdr.sgml : 20061012 20061012130915 ACCESSION NUMBER: 0001104659-06-066262 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061012 DATE AS OF CHANGE: 20061012 GROUP MEMBERS: ABNER KURTIN GROUP MEMBERS: HARWICH CAPITAL PARTNERS, LLC GROUP MEMBERS: K CAPITAL CIP, L.P. GROUP MEMBERS: K CAPITAL MANAGEMENT, LLC GROUP MEMBERS: K CAPITAL PARTNERS, LLC GROUP MEMBERS: K CAPITAL STRUCTURE ARBITRAGE OFFSHORE,L.P. 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 061141592 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: K CAPITAL OFFSHORE MASTER FUND US DOLLAR LP CENTRAL INDEX KEY: 0001264218 IRS NUMBER: 980208800 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O K CAPITAL PARTNERS LLC STREET 2: 75 PARK PLAZA CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176467700 MAIL ADDRESS: STREET 1: C/O K CAPITAL PARTNERS LLC STREET 2: 75 PARK PLAZA CITY: BOSTON STATE: MA ZIP: 02116 SC 13G 1 a06-20778_1sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

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

SCHEDULE 13G
(Rule 13d-102)

 

(Original Filing)1

Sun-Times Media Group, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

86688Q100

(CUSIP Number)

October 2, 2006

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

                     o       Rule 13d-1(b)

                     x      Rule 13d-1(c)

                     o       Rule 13d-1(d)

 

1   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 the disclosures provided in a prior cover page.

The information required in 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.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
K Capital Offshore Master Fund (U.S. Dollar), L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
901,053 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
901,053 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
901,053 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
K Capital Structure Arbitrage Offshore, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,355,706 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
2,355,706 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,355,706 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
3.6%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
K Capital CIP, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
108,400 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
108,400 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
108,400 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

4



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
K Capital Management, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Massachusetts

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,445,838 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,445,838 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,445,838 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12.

Type of Reporting Person (See Instructions)
IA/OO

 

5



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
K Capital Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,445,838 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,445,838 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,445,838 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

6



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Harwich Capital Partners, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,445,838 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,445,838 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,445,838 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

7



 

CUSIP No.

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Abner Kurtin

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

Not Applicable

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
3,445,838 shares

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
3,445,838 shares

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,445,838 shares

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

 

 

11.

Percent of Class Represented by Amount in Row (9)
5.3%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

8



 

Item 1.

(a)            Name of Issuer

Sun-Times Media Group, Inc.

(b)           Address of Issuer’s Principal Executive Offices

712 Fifth Avenue
New York, NY 10019

 

Item 2.

(a)            Name of Person Filing

K Capital Offshore Master Fund (U.S. Dollar), L.P.

K Capital Structure Arbitrage Offshore, L.P.

K Capital CIP, L.P.

K Capital Management, LLC (Investment Manager of K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Structure Arbitrage Offshore, L.P., and K Capital CIP, L.P.)

K Capital Partners, LLC (General Partner of K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Structure Arbitrage Offshore, L.P., and K Capital CIP, L.P.)

Harwich Capital Partners, LLC (Managing Member of K Capital Partners, LLC)

Abner Kurtin (Managing Member of Harwich Capital Partners, LLC)

(b)           Address of Principal Business Office or, if none, Residence

Each of the above reporting persons (except K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Structure Arbitrage Offshore, L.P., and K Capital CIP, L.P.) has its business address at:

75 Park Plaza
Boston, MA  02116

K Capital Offshore Master Fund (U.S. Dollar), L.P. and K Capital Structure Arbitrage Offshore, L.P. have their registered address at the offices of:

Walkers SPV Limited

 

Walker House, P.O. Box 908GT

 

Mary Street

 

George Town, Cayman Islands

 

 

 

K Capital CIP, L.P. has its registered address at the offices of:

 

Walker Smiths

 

Qwomar Complex, 4th Floor

 

PO Box 3170, Road Town

 

Tortola

 

British Virgin Islands

 

9



 

(c)            Citizenship

Mr. Kurtin is a United States Citizen.  Harwich Capital Partners, LLC and K Capital Partners, LLC were organized under the laws of Delaware. K Capital Management, LLC was organized under the laws of Massachusetts. K Capital Offshore Master Fund (U.S. Dollar), L.P. and K Capital Structure Arbitrage Offshore, L.P. were organized under the laws of the Cayman Islands.  K Capital CIP, L.P. was organized under the laws of the British Virgin Islands.

(d)           Title of Class of Securities

Class A Common Stock

(e)            CUSIP Number

CUSIP No. 86688Q100

 

Item 3.    If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

                Not Applicable

Item 4.    Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of October 2, 2006, the reporting persons may be deemed to beneficially own 5.3% of the outstanding shares of Class A Common Stock of Sun-Times Media Group, Inc.  The percentages used herein are calculated based upon the 64,956,299 shares of Class A Common Stock issued and outstanding as of October 2, 2006 as reflected in the Company’s Form 10-Q for the fiscal quarterly period ended June 30, 2006.

(a)            Amount Beneficially Owned:

i.

 

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.: 901,053

ii.

 

 

K Capital Structure Arbitrage Offshore, L.P.: 2,355,706

iii.

 

 

K Capital CIP, L.P.: 108,400

iv.

 

 

K Capital Management, LLC: 3,445,838

v.

 

 

K Capital Partners, LLC: 3,445,838

vi.

 

 

Harwich Capital Partners, LLC: 3,445,838

vii.

 

 

Abner Kurtin: 3,445,838

 

(b)           Percent of Class:

i.

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.: 1.4%

ii.

 

K Capital Structure Arbitrage Offshore, L.P.: 3.6%

iii.

 

K Capital CIP, L.P.: 0.2%

iv.

 

K Capital Management, LLC: 5.3%

v.

 

K Capital Partners, LLC: 5.3%

vi.

 

Harwich Capital Partners, LLC: 5.3%

vii.

 

Abner Kurtin: 5.3%

 

(c)            Number of Shares as to which the person has:

(i)   Sole power to vote or to direct the vote

i.

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.: 901,053

ii.

 

K Capital Structure Arbitrage Offshore, L.P.: 2,355,706

iii.

 

K Capital CIP, L.P.: 108,400

iv.

 

K Capital Management, LLC: 3,445,838

v.

 

K Capital Partners, LLC: 3,445,838

vi.

 

Harwich Capital Partners, LLC: 3,445,838

vii.

 

Abner Kurtin: 3,445,838

10



 

(ii)   Shared power to vote or to direct the vote

Not Applicable

(iii)   Sole power to dispose of or direct the disposition of

i.

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.: 901,053

ii.

 

K Capital Structure Arbitrage Offshore, L.P.: 2,355,706

iii.

 

K Capital CIP, L.P.: 108,400

iv.

 

K Capital Management, LLC: 3,445,838

v.

 

K Capital Partners, LLC: 3,445,838

vi.

 

Harwich Capital Partners, LLC: 3,445,838

vii.

 

Abner Kurtin: 3,445,838

 

(iv)   Shared power to dispose or to direct the disposition of

 Not Applicable

Item 5.    Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following o

Item 6.    Ownership of More than Five Percent on Behalf of Another Person

Various persons, as interest holders of K Capital Offshore Master Fund (U.S. Dollar), L.P., K Capital Structure Arbitrage Offshore, L.P., and K Capital CIP, L.P., or otherwise as clients of K Capital Partners, LLC and/or K Capital Management, LLC, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Common Stock of Sun-Times Media Group, Inc.  To the knowledge of the persons filing this report, no one such person’s interest in Class A Common Stock of Sun-Times Media Group, Inc. is more than five percent of the total outstanding Class A Common Stock thereof.

Item 7.             Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.             Identification and Classification of Members of the Group

Not Applicable

11



 

Item 9.             Notice of Dissolution of Group

Not Applicable

Item 10.       Certification

By signing below, we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participation in any transaction having that purpose or effect.

12



 

SIGNATURE

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

EXECUTED as a sealed instrument this 12th day of October, 2006.

K Capital Management, LLC

 

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Partners, LLC

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

Harwich Capital Partners, LLC

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Structure Arbitrage Offshore, L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

13



 

 

K Capital CIP, L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

Abner Kurtin*

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

Robert T. Needham

 

 

Attorney in Fact

 

*Power of attorney, dated as of September 4, 2001, by Abner Kurtin is currently on file with the Securities and Exchange Commission and are incorporated herein by reference.

14



 

 

Exhibit 1

AGREEMENT

Each of the undersigned, pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, hereby agrees that only one statement containing the information required by Schedule 13G needs be filed with respect to the ownership by each of the undersigned of the shares of Class A Common Stock of Sun-Times Media Group, Inc., and that the Schedule 13G to which this Agreement is appended as Exhibit 1 is to be filed with the Securities and Exchange Commission on behalf of each of the undersigned on or about the date hereof.

EXECUTED as a sealed instrument this 12th day of October, 2006.

K Capital Management, LLC

 

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Partners, LLC

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

Harwich Capital Partners, LLC

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Offshore Master Fund (U.S. Dollar), L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

K Capital Structure Arbitrage Offshore, L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

15



 

 

 

K Capital CIP, L.P.

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

By:

K Capital Partners, LLC, General Partner

 

 

By:

Harwich Capital Partners, LLC

 

 

Its:

Managing Member

 

 

By:

Robert T. Needham

 

 

Its:

Chief Administrative Officer

 

 

 

 

 

Abner Kurtin*

 

 

 

 

 

By:

/s/ Robert T. Needham

 

 

Robert T. Needham

 

 

Attorney in Fact

 

 

*Power of attorney, dated as of September 4, 2001, by Abner Kurtin is currently on file with the Securities and Exchange Commission and are incorporated herein by reference.

16


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