-----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, BuKtt7TMtCAmtw7I/z8Hi9Absp8ULunTfP25ijU1MaQoJNJq8z8FYO41Sonp2lv3 hualqT+XvN4DsDyctY0DiQ== 0001193125-09-004879.txt : 20090112 0001193125-09-004879.hdr.sgml : 20090112 20090112171454 ACCESSION NUMBER: 0001193125-09-004879 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090112 EFFECTIVENESS DATE: 20090112 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: 09522335 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

UNITED 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 January 12, 2009, Davidson Kempner Capital Management LLC (“Davidson Kempner”) issued a press release in connection with the solicitation of consents (the “Consent Solicitation”) by Davidson Kempner 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. (“Sun-Times”), announcing that RiskMetrics Group—ISS Governance Services recommends that Sun-Times stockholders submit the WHITE consent card in order to elect the Davidson Kempner nominees in connection with the Consent Solicitation. A copy of the press release is attached hereto as Exhibit 1.

***

 

Exhibits

         
Exhibit 1       Press Release, dated January 12, 2009
EX-1 2 dex1.htm PRESS RELEASE, DATED JANUARY 12, 2009 PRESS RELEASE, DATED JANUARY 12, 2009

Exhibit 1

Davidson Kempner Welcomes ISS Recommendation that Sun-Times Media Group Stockholders

Provide Consents on the WHITE Consent Card to Reconstitute Board

NEW YORK, January 12, 2009 — Davidson Kempner Capital Management LLC, the sizeable stockholder of Sun-Times Media Group, Inc. (OTC:SUTM) that is currently undertaking a consent solicitation to reconstitute the Sun-Times Board of Directors today announced that the leading proxy advisory firm, RiskMetrics Group—ISS Governance Services (“ISS”) recommends that Sun-Times stockholders submit the WHITE consent card in order to elect the Davidson Kempner nominees. ISS’s voting analyses are relied upon by hundreds of institutional investment funds, mutual funds and fiduciaries.

Davidson Kempner stated, “ISS, the nation’s leading independent voting advisory service, has carefully evaluated the positions with respect to this consent solicitation. We are gratified that it supports the view of many Sun-Times stockholders that the board of directors must be reconstituted.”

“We have been clear from the outset of this consent process that time is of the essence with respect to the future of Sun-Times, given its urgent operating and liquidity needs. Davidson Kempner has proposed a reconstituted board with new directors who we believe have the publishing and restructuring experience and credentials to rescue Sun-Times and create long-term value for its stockholders. We therefore urge Sun-Times stockholders to provide their consents promptly to remove the present Sun-Times Board and appoint the new appropriately experienced board of directors that we have nominated,” concluded Davidson Kempner.

If stockholders have any questions, or need assistance in providing their consent, please call Innisfree M&A Incorporated toll-free at (888) 750-5834. (Banks and brokers may call collect at (212) 750-5833).

###

Press Contact:

Robert Siegfried/Pete Hill

Kekst and Company

212-521-4800

-----END PRIVACY-ENHANCED MESSAGE-----