-----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, DG/sAW5gNDorE7TmIzVSj3V4cSpGBIee3zOzyCuFDD3yayTuSC6Di1Sm+xlrsOI+ VplN3COqBmpehbqdprjpAA== 0000902664-08-002431.txt : 20080730 0000902664-08-002431.hdr.sgml : 20080730 20080730162850 ACCESSION NUMBER: 0000902664-08-002431 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080730 DATE AS OF CHANGE: 20080730 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 08979284 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: Polar Securities Inc. CENTRAL INDEX KEY: 0001326389 IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2S6 BUSINESS PHONE: 416-367-4364 MAIL ADDRESS: STREET 1: 372 BAY STREET STREET 2: 21ST FLOOR CITY: TORONTO STATE: A6 ZIP: M5H 2S6 SC 13D 1 p08-1195sc13d.txt SUN-TIMES MEDIA GROUP, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 SUN-TIMES MEDIA GROUP, INC. ------------------------------------------------------------------------------- (NAME OF ISSUER) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE ------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 86688Q100 ------------------------------------------------------------------------------- (CUSIP NUMBER) ROBYN SCHULTZ POLAR SECURITIES INC 372 BAY STREET, 21ST FLOOR TORONTO ON M5H 2W9 CANADA 416-367-4364 - ------------------------------------------------------------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) JUNE 23, 2008 ----------------------------------------------------------------------------- (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 86688Q100 Schedule 13D Page 2 of 11 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Polar Securities Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO. See Item 3. - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 NUMBER OF -------------------------------------------------------- SHARES 8. Shared Voting Power BENEFICIALLY OWNED BY 8,768,163 EACH -------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON WITH 0 -------------------------------------------------------- 10. Shared Dispositive Power 8,768,163 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 8,768,163 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 10.7% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IA - -------------------------------------------------------------------------------- CUSIP No. 86688Q100 Schedule 13D Page 3 of 11 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) South Pole Capital Master Fund - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO. See Item 3. - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Cayman Islands - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 NUMBER OF -------------------------------------------------------- SHARES 8. Shared Voting Power BENEFICIALLY OWNED BY 3,676,500 EACH -------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON WITH 0 -------------------------------------------------------- 10. Shared Dispositive Power 3,676,500 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,676,500 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 4.4% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 86688Q100 Schedule 13D Page 4 of 11 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) South Pole Capital LP - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO. See Item 3. - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 NUMBER OF -------------------------------------------------------- SHARES 8. Shared Voting Power BENEFICIALLY OWNED BY 5,091,663 EACH -------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON WITH 0 -------------------------------------------------------- 10. Shared Dispositive Power 5,091,663 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,091,663 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- CUSIP No. 86688Q100 Schedule 13D Page 5 of 11 Pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Polar Fund Management III, Inc. - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO. See Item 3. - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 NUMBER OF -------------------------------------------------------- SHARES 8. Shared Voting Power BENEFICIALLY OWNED BY 5,091,663 EACH -------------------------------------------------------- REPORTING 9. Sole Dispositive Power PERSON WITH 0 -------------------------------------------------------- 10. Shared Dispositive Power 5,091,663 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,091,663 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.2% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 86688Q100 Schedule 13D Page 6 of 11 Pages ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the shares (the "Shares") of class A common stock, $0.01 par value (the "Common Stock"), of Sun-Times Media Group, Inc. (the "Issuer"). The principal executive office of the Issuer is located at 350 North Orleans St., Floor 10 South, Chicago, IL 60654. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons": (i) South Pole Capital Master Fund ("South Pole Master"), a Cayman Islands exempted company, with respect to the Shares of the Common Stock reported in this Schedule 13D directly owned by it. (ii) South Pole Capital LP ("South Pole"), an Ontario, Canada limited partnership, with respect to the Shares of the Common Stock reported in this Schedule 13D directly owned by it. (iii) Polar Securities Inc. ("Polar Securities"), a company incorporated under the laws of Ontario, Canada, with respect to the Shares of the Common Stock reported in this Schedule 13D directly owned by South Pole Master and South Pole. (iv) Polar Fund Management III, Inc. ("Polar Management"), a company incorporated under the laws of Ontario, Canada, with respect to Shares of the Common Stock reported in this Schedule 13D directly owned by South Pole. (b) The address of the principal business office of each of the Reporting Persons is 372 Bay Street, 21st Floor, Toronto, Ontario M5H 2W9, Canada. (c) South Pole and South Pole Master are private investment funds. Polar Securities serves as investment manager to a variety of private investment funds and manages funds for certain entities, including South Pole and South Pole Master. Polar Management is the general partner of South Pole. (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) The citizenship of each of the Reporting Persons is set forth above. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Shares of the Common Stock reported in Item 5 were paid for by cash provided by South Pole and South Pole Master, each of which is managed by Polar Securities. Such cash consisted of subscription proceeds from investors in South Pole and South Pole Master and the capital appreciation thereon. The total amount paid for the Shares of the Common Stock is $5,631,861.10 (including brokerage commissions). CUSIP No. 86688Q100 Schedule 13D Page 7 of 11 Pages ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons originally acquired Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Following these initial investments, at the Issuer's invitation, Robert B. Poile, an employee and designee of the Reporting Persons, was appointed to the Issuer's Board of Directors (the "Board"). Except as set forth herein or as would occur upon completion of any of the actions discussed herein, including in any Exhibits hereto, the Reporting Persons have no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may engage in discussions with management, the Board, other shareholders of the Issuer and other relevant parties concerning the business, operations, management, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Board, price levels of the Shares, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, purchasing additional Shares or selling some or all of their Shares, engaging in short selling of or any hedging or similar transactions with respect to the Shares and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The aggregate percentage of Shares of the Common Stock reported to be beneficially owned by the Reporting Persons is based upon 81,927,124 Shares of the Common Stock outstanding, which is the total number of Shares of the Common Stock outstanding as of April 30, 2008 as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer of May 9, 2008 and the total amount of Class B Common Stock of the Issuer converted into the Shares and additional Shares issued on June 18, 2008 as reported in the 8-K/A filed by the Issuer on June 24, 2008. As of the date of this filing: (i) Polar Securities may be deemed to beneficially own 8,768,163 Shares of the Common Stock, constituting approximately 10.7% of the Shares of the Common Stock. (ii) South Pole Master may be deemed to beneficially own 3,676,500 Shares of the Common Stock, constituting approximately 4.4% of the Shares of the Common Stock outstanding. (iii) South Pole may be deemed to beneficially own 5,091,663 Shares of the Common Stock, constituting approximately 6.2% of the Shares of the Common Stock outstanding. (iv) Polar Management may be deemed to beneficially own 5,091,663 Shares of the Common Stock, constituting approximately 6.2% of the Shares of the Common Stock outstanding. Each Reporting Person disclaims beneficial ownership of any such Shares except to the extent of its pecuniary interest therein. (b) Shared voting and dispositive powers of the Reporting Persons: (i) Polar Securities may be deemed to have shared voting and dispositive powers over 8,768,163 Shares of the Common Stock. CUSIP No. 86688Q100 Schedule 13D Page 8 of 11 Pages (ii) South Pole Master may be deemed to have shared voting and dispositive power over 3,676,500 Shares of the Common Stock. (iii) South Pole may be deemed to have shared voting and dispositive power over the 5,091,663 Shares of the Common Stock reported herein. (iv) Polar Management may be deemed to have shared voting and dispositive power over the 5,091,663 Shares of the Common Stock reported herein. (c) Polar Management did not enter into any transactions in the Shares of the Common Stock of the Issuer within the last sixty days. However, Polar Management is the general partner of South Pole and has the power to direct the investment activities of South Pole. Polar Securities did not enter into any transactions in the Shares of the Common Stock of the Issuer within the last sixty days. However, Polar Securities is the investment manager to South Pole and South Pole Master and has the power to direct the investment activities of South Pole Master. The acquisition dates, number of Share acquired and the price per Share for all transactions by South Pole and South Pole Master in the Shares of the Common Stock within the last 60 days, are set forth in Schedule I hereto and incorporated herein by reference. (d) Polar Management, as the general partner of South Pole, has the power to direct the investment activities of South Pole, including decisions respecting the receipt of dividends from the Shares of the Common Stock and the disposition of the proceeds from the sale of the Shares of the Common Stock. Polar Securities, as the investment manager to South Pole and South Pole Master, has the power to direct the investment activities of South Pole Master, including decisions respecting the receipt of dividends from the Shares of the Common Stock and the disposition of the proceeds from the sale of the Shares of the Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. 1. Joint Filing Statement Pursuant to Rule 13d-1(k). CUSIP No. 86688Q100 Schedule 13D Page 9 of 11 Pages 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: July 30, 2008 Polar Securities Inc. /s/ Paul Sabourin ------------------------------- Paul Sabourin Chief Investment Officer South Pole Capital Master Fund By: Polar Securities Inc. /s/ Paul Sabourin ------------------------------- Paul Sabourin Chief Investment Officer South Pole Capital LP By: Polar Fund Management III Inc, its General Partner /s/ Paul Sabourin ------------------------------- Paul Sabourin President Polar Fund Management III Inc /s/ Paul Sabourin ------------------------------- Paul Sabourin President CUSIP No. 86688Q100 Schedule 13D Page 10 of 11 Pages SCHEDULE I TRANSACTIONS IN THE PAST SIXTY DAYS BY SOUTH POLE AND SOUTH POLE MASTER South Pole Date Purchase/Sale Number of Shares Price per Share - -------------- ------------- ---------------- --------------- 3/31/08 Purchase 900,000 $0.7 3/31/08 Purchase 714,991 $0.7968 4/30/08 Purchase 64,880 $0.7329 4/30/08 Sale 1,131 $0.8341 5/1/08 Purchase 478,000 $0.6 5/8/08 Purchase 1,442,200 $0.65 5/8/08 Purchase 774,610 $0.6285 5/12/08 Purchase 689,213 $0.3941 6/4/08 Purchase 28,900 $0.4239 - ------------------------------------------------------------------------------- South Pole Master Date Purchase/Sale Number of Shares Price per Share - -------------- ------------- ---------------- --------------- 3/31/08 Purchase 600,000 $0.7 3/31/08 Purchase 529,800 $0.7968 4/30/08 Purchase 47,800 $0.7329 4/30/08 Sale 900 $0.8341 5/1/08 Purchase 349,700 $0.6 5/8/08 Purchase 1,057,800 $0.65 5/8/08 Purchase 568,200 $0.6285 5/12/08 Purchase 503,000 $0.3941 6/4/08 Purchase 21,100 $0.4239 - ------------------------------------------------------------------------------- CUSIP No. 86688Q100 Schedule 13D Page 11 of 11 Pages EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: July 30, 2008 Polar Securities Inc. /s/ Paul Sabourin ------------------------------- Paul Sabourin Chief Investment Officer South Pole Capital Master Fund By: Polar Securities Inc. /s/ Paul Sabourin ------------------------------- Paul Sabourin Chief Investment Officer South Pole Capital LP By: Polar Fund Management III Inc, its General Partner /s/ Paul Sabourin ------------------------------- Paul Sabourin President Polar Fund Management III Inc /s/ Paul Sabourin ------------------------------- Paul Sabourin President -----END PRIVACY-ENHANCED MESSAGE-----