Sun-Times Media Group Inc – ‘8-K’ for 10/5/04

On:  Wednesday, 10/6/04, at 7:15pm ET   ·   As of:  10/7/04   ·   For:  10/5/04   ·   Accession #:  950142-4-3461   ·   File #:  1-14164

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         6     22K 
 2: EX-99       Exhibit 99.1                                           5     23K 
 3: EX-99       Exhibit 99.2                                           2     11K 
 4: EX-99       Exhibit 99.3                                           2     10K 

8-K   —   Current Report
Document Table of Contents

8-K
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================================================================================

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 PURSUANT TO SECTIONS 13 OR 15(D) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 Date of Report (Date of earliest event reported): October 5, 2004

HOLLINGER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

DELAWARE
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)

1-14164                                95-3518892       
--------------------------------------------------------------------------------
(Commission File Number)           (I.R.S. Employer Identification No.) 

401 NORTH WABASH AVENUE, SUITE 740                                            
CHICAGO, IL                                    60611          
--------------------------------------------------------------------------------
(Address of principal executive offices)             (Zip Code)                 

Registrant's telephone number, including area code: (312) 321-2299

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the obligation of the registrant under any of the        
following provisions:                                                           

   [_]   Written communication pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)                                                            

  [_]   Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)                                                         

   [_]   Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))                                          

 [_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))                                          

8-K
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ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT                          

   On October 5, 2004, the Board of Directors (the "Board") of
Hollinger International Inc. (the "Company") approved changes to the Company's  
Board Compensation Program, effective from July 1, 2004, in accordance with the 
recommendations of the Board's Compensation Committee. The Revised Board        
Compensation Program applies only to Non-Executive Directors in their capacities
as members of the Board and various committees of the Board. The purpose of the 
revisions to the Compensation Program is to rationalize the approach to director
compensation. The revisions are not expected to have a material impact on       
aggregate fees paid to directors, though the individual impact on each director 
will vary depending upon the committees on which they serve, the frequency of   
meetings and whether the director is a committee chair. Under the terms of the  
Revised Board Compensation Program, the Company's Non-Executive Directors are   
entitled to the following payments effective July 1, 2004 in the capacities     
indicated:                                                                      

HOLLINGER INTERNATIONAL INC.
REVISED BOARD COMPENSATION PROGRAM
EFFECTIVE JULY 1, 2004
(In all cases, the fees are payable only to Non-Executive Members)

                                                                [Download Table]
                                                                                 
BOARD OF DIRECTORS                                                               

Annual Non-Executive Member Retainer:  $50,000, payable in quarterly installments
Non-Executive Attendance Fee:          $3,000 per meeting                        

AUDIT COMMITTEE                                                                  

Annual Committee Chair Retainer:       $20,000, payable in quarterly installments
Annual Committee Member Retainer:      $10,000, payable in quarterly installments
Meeting Attendance Fee:                $3,000 per meeting                        

EXECUTIVE COMMITTEE                                                              

Annual Committee Chair Retainer:       $10,000, payable in quarterly installments
Annual Committee Member Retainer:      $5,000, payable in quarterly installments 
Meeting Attendance Fee:                $3,000 per meeting                        

COMPENSATION COMMITTEE                                                           

Annual Committee Chair Retainer:       $5,000, payable in quarterly installments 
Meeting Attendance Fee:                $3,000 per meeting                        

NOMINATING AND GOVERNANCE COMMITTEE                                              

Annual Committee Chair Retainer:       $5,000, payable in quarterly installments 
Meeting Attendance Fee:                $3,000 per meeting                        

STOCK OPTION COMMITTEE                                                           

Annual Committee Chair Retainer:       $5,000, payable in quarterly installments 
Meeting Attendance Fee:                $3,000 per meeting                        

8-K
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                                                                [Download Table]
                                                              
SPECIAL COMMITTEE                                             

Chair Attendance Fee:                       $7,500 per meeting
Meeting Attendance Fee:                     $5,000 per meeting

CORPORATE REVIEW COMMITTEE                                    

Chair Attendance Fee:                       $5,000 per meeting
Meeting Attendance Fee:                     $3,000 per meeting

TELEGRAPH GROUP BOARD                                         
Meeting Attendance Fee                      $3,000 per meeting

Prior to July 1, 2004, the Company's Directors were entitled to the following   
payments under the terms of the former Board Compensation Program in the        
capacities indicated:                                                           

HOLLINGER INTERNATIONAL INC.
BOARD COMPENSATION PROGRAM
 EFFECTIVE THROUGH JUNE 30, 2004

                                                                [Download Table]

                                                                                 
BOARD OF DIRECTORS                                                               

Annual Non-Executive Member Retainer:  $50,000, payable in quarterly installments
Non-Executive Member Attendance Fee:   $3,000 per meeting                        

AUDIT COMMITTEE                                                                  

Committee Chair Attendance Fee:        $10,000 per meeting                       
Member Attendance Fee:                 $7,500 per meeting                        

EXECUTIVE COMMITTEE                                                              

Committee Chair Attendance Fee:        $7,500 per meeting                        
Member Attendance Fee:                 $5,000 per meeting                        

COMPENSATION COMMITTEE                                                           

Committee Chair Attendance Fee:        $5,000 per meeting                        
Member Attendance Fee:                 $3,000 per meeting                        

NOMINATING AND GOVERNANCE COMMITTEE                                              

Committee Chair Attendance Fee:        $5,000 per meeting                        
Member Attendance Fee:                 $3,000 per meeting                        

STOCK OPTION COMMITTEE                                                           

Committee Chair Attendance Fee:        $5,000 per meeting                        
Member Attendance Fee:                 $3,000 per meeting                        

SPECIAL COMMITTEE                                                                

Non-Executive Member Attendance Fee:   $5,000 per meeting                        

CORPORATE REVIEW COMMITTEE                                                       

Non-Executive Member Attendance Fee:   $3,000 per meeting                        

8-K
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ITEM 8.01   OTHER EVENTS                                                        

           On June 15, 2004, the Company announced that the Audit Committee of
its Board of Directors was conducting an internal review into practices that    
resulted in the overstatement of circulation figures for the Chicago Sun-Times  
newspaper over the past several years. On October 5, 2004, the Company announced
the results of this internal review. As a result of the review, the Company     
updated certain previously reported circulation numbers and recorded a pre-tax  
charge of approximately $24 million in the year 2003 and approximately $3       
million in the first quarter of 2004 to cover the estimated cost of resolving   
advertiser claims related to the reduced circulation numbers. A copy of the     
Company's press release, which includes further details about these matters, is 
attached as Exhibit 99.1 and is incorporated herein by reference.               

      The Company intends to issue letters to advertisers and insert
advertisers of the Chicago Sun-Times newspaper regarding the results of the     
internal review and the process for reimbursements to be made to them. A copy of
the form of letters to the advertisers and insert advertisers, which include    
further details about these matters, are attached as Exhibits 99.2 and 99.3     
respectively, and are incorporated herein by reference.                         

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS                                   

(a)         None.                                                               

(b)         None.                                                               

(c)         Exhibits.                                                           

EXHIBIT NUMBER           DESCRIPTION OF EXHIBITS                                
--------------           -----------------------                                
Exhibit 99.1             Press Release dated October 5, 2004                    

Exhibit 99.2             Form of Letter to Advertisers of The Chicago           
Sun-Times                     

Exhibit 99.3             Form of Letter to Insert Advertisers of The            
Chicago Sun-Times             

            The information contained in Item 8.01 of this report, including the
exhibits attached thereto, is also intended to be furnished under Item 7.01     
Regulation FD Disclosure and shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934 or to be incorporated by reference    
into filings under the Securities Act of 1933.                                  

8-K
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    SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned thereunto duly authorized.                                          

                              HOLLINGER INTERNATIONAL INC.
                                (Registrant)

Date: October 7, 2004                    By: /s/ James R. Van Horn              
                                           ---------------------------------
                                  Name:  James R. Van Horn
                                        Title: VP, General Counsel and
                                 Secretary

8-K
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 EXHIBIT INDEX

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EXHIBIT NUMBER           DESCRIPTION OF EXHIBITS                                
--------------------------------------------------------------------------------

Exhibit 99.1             Press Release dated October 5, 2004                    
--------------------------------------------------------------------------------
Exhibit 99.2             Form of Letter to Advertisers of The Chicago           
Sun-Times                     
--------------------------------------------------------------------------------
Exhibit 99.3             Form of Letter to Insert Advertisers of The            
Chicago Sun-Times             
--------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed as of:		10/7/04		5
Filed on:		10/6/04
For Period End:		10/5/04		1		6
		7/1/04		2		3			3,  8-K
		6/30/04		3					10-Q,  3,  NT 10-Q
		6/15/04		4					8-K
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