-----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, PM4TNMpnT4MpTMRc36cLLiP7mL5tYUSyBK71NqtPP5L9MPpZPDFCV8k6PNuK0wpG +3C0OlUYEA8WRBqOrA9+7g== 0001193125-08-247349.txt : 20081204 0001193125-08-247349.hdr.sgml : 20081204 20081203185738 ACCESSION NUMBER: 0001193125-08-247349 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081204 DATE AS OF CHANGE: 20081203 EFFECTIVENESS DATE: 20081204 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: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14164 FILM NUMBER: 081228517 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: DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000937617 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 134021240 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123713000 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: DAVIDSON M H & CO LLC /NY/ DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: DAVIDSON M H & CO INC/ DATE OF NAME CHANGE: 19950425 DFAN14A 1 ddfan14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

UNTIED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

Filed by the Registration  ¨

Filed by a Party other than the Registrant  x

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

x Definitive Additional Materials

 

¨ Soliciting Material Pursuant to §240.14a-12

 

 

SUN-TIMES MEDIA GROUP, INC.

 

(Name of Registrant as Specified In Its Charter)

 

 

Davidson Kempner (as defined in the Definitive Proxy Statement)

and the Nominees (as defined in the Definitive Proxy Statement)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1) Title of each class of securities to which transaction applies:

 

  

 
  2) Aggregate number of securities to which transaction applies:

 

  

 
  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 
  4) Proposed maximum aggregate value of transaction:

 

  

 
  5) Total fee paid:

 

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  1) Amount Previously Paid

 

  

 
  2) Form, Schedule or Registration Statement No.:

 

  

 
  3) Filing Party:

 

  

 
  4) Date Filed:

 

  

 


On December 3, 2008, Davidson Kempner Capital Management LLC (“DKCM”) issued a press release announcing that it filed a Definitive Consent Statement on Schedule 14A with the U.S. Securities and Exchange Commission in connection with the solicitation of consents by DKCM and certain of its affiliated entities and persons from holders of shares of Class A Common Stock, par value $0.01 per share, of Sun-Times Media Group Inc., a Delaware corporation.

***

 

Exhibits

   
Exhibit 1   –    Press Release, dated December 3, 2008

 

-3-

EX-1 2 dex1.htm PRESS RELEASE, DATED DECEMBER 3, 2008 Press release, dated December 3, 2008

Exhibit 1

DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC COMMENCES CONSENT

SOLICITATION TO PUT IN PLACE NEW BOARD OF DIRECTORS AT SUN -TIMES MEDIA

GROUP

New York, NY, December 3, 2008 - Davidson Kempner Capital Management LLC (“Davidson Kempner”), today announced that it has filed its definitive consent solicitation materials with the Securities and Exchange Commission, and is commencing distribution of those soliciting materials to stockholders of Sun-Times Media Group Inc. (OTC: SUTM) (“Sun-Times”) to solicit consents to reconstitute the Sun-Times board by electing Davidson Kempner’s four nominees to serve with one current member of the Sun-Times board, Robert Poile.

Davidson Kempner said that its director nominees have a proven record of expertise in finance and restructuring, which Davidson Kempner believes is critical to guiding Sun-Times forward given the company’s difficult business condition and severe financial issues.

Stockholders who need assistance in submitting their consents are urged to contact the firm assisting Davidson Kempner with the solicitation, Innisfree M&A Incorporated, toll-free at 888-750-5834.

DAVIDSON KEMPNER STRONGLY ADVISES ALL STOCKHOLDERS OF SUN-TIMES MEDIA GROUP INC. TO READ ITS DEFINITIVE CONSENT STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE CONSENT SOLICITATION. THE DEFINITIVE CONSENT STATEMENT AND ANY OTHER RELEVANT DOCUMENTS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. THE DEFINITIVE CONSENT STATEMENT AND A FORM OF CONSENT ARE BEING MAILED TO STOCKHOLDERS OF SUN-TIMES MEDIA GROUP INC.

DAVIDSON KEMPNER PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, the following persons may be deemed to be participants in the consent solicitation: Davidson Kempner Capital Management LLC, Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., M.H. Davidson & Co., Davidson Kempner International, Ltd., Davidson Kempner Distressed Opportunities Fund LP, Davidson Kempner Distressed Opportunities International Ltd., Davidson Kempner Event Driven Equities Fund LP, Davidson Kempner Event Driven Equities International Fund Ltd., MHD Management Co., DK Group LLC, DK Management Partners LP, DK Stillwater GP LLC, Davidson Kempner Advisers Inc., Davidson Kempner International Advisors, L.L.C., and certain related individuals and nominees as set forth in the definitive consent statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 3, 2008. Certain of these persons hold direct or indirect interests in Sun-Times Media Group Inc. as more fully described in the definitive consent statement.

SOURCE: Davidson Kempner Capital Management LLC

Kekst and Company

Jeremy Fielding, 212-521-4800

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