Sun-Times Media Group Inc – ‘8-K’ for 7/29/04

On:  Friday, 7/30/04, at 9:14am ET   ·   For:  7/29/04   ·   Accession #:  950142-4-2740   ·   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                                         4     13K 
 2: EX-99       Exhibit 99.1                                           2±    10K 
 3: EX-99       Exhibit 99.2                                          93    221K 

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): July 29,2004

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

        DELAWARE                     1-14164                  95-3518892
(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer  
        of incorporation)                                    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

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ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS                                    

(c)    Exhibits                                           

     Exhibit 99.1   Press Release dated July 29, 2004.

          Exhibit 99.2   Opinion of Vice Chancellor Strine dated
July 29, 2004.

ITEM 12.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION                        

       On July 29, 2004. Vice Chancellor Leo Strine, Jr. issued a ruling
denying Hollinger Inc.'s motion for a preliminary injunction against the closing
of Hollinger International Inc.'s sale of its subsidiary, the Telegraph Group   
Limited, to Press Acquisitions Limited. Hollinger Inc. had claimed that such a  
sale would constitute a sale of substantially all of the assets of Hollinger    
International Inc. (the "Company") within the meaning of the Delaware General   
Corporation law and, as such, needed a vote of the shareholders of the Company. 
The case is HOLLINGER INC. V. HOLLINGER INTERNATIONAL (C.A. No. 543-N) in       
Delaware Chancery court. A copy of the Company's press release announcing the   
decision is attached as Exhibit 99.1 and a copy of the opinion is attached as   
Exhibit 99.2.                                                                   

         The Company previously announced that there would be a delay in the
filing of its financial statements for the fiscal year ended December 31, 2003  
and the first quarter of 2004, noting that the Special Committee formed by the  
Company's Board of Directors to investigate, among other things, certain        
management fees and purported non-compete payments made to Hollinger Inc., the  
Company's former Chairman, Conrad Black, and other executives, has not yet      
issued its final report. The opinion of Vice Chancellor Strine, however,        
contains certain preliminary and unaudited 2003 financial data of the Company   
and certain of its operations, which are relevant to the issues raised in the   
litigation. The Company is including V.C. Strine's opinion as an exhibit to this
Form 8-K. The preliminary and unaudited financial information relating to the   
Company and its subsidiaries in the opinion is not to be considered an earnings 
release as the information discussed in the court proceedings was prepared      
primarily for use in the Company's Strategic Process and was based upon         
management estimates. Accordingly, this information is subject to change based  
upon the audit of the Company's financials after completion of the Special      
Committee's report.                                                             

    The Company is not able to reconcile any preliminary unaudited
financial information contained in the opinion to GAAP numbers, as the latter   
are not currently available for the reasons noted above.                        

          The closing of the sale of the Telegraph Group is scheduled for July
30, 2004 in London.                                                             

     The information contained in this report, including the exhibit
attached hereto, is also intended to be furnished under Item 9 "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.                                               

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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: July 30, 2004                       By: /s/ James R. Van Horn             
                                        ----------------------------
                                    Name:  James R. Van Horn
                                      Title: VP, General Counsel
                                       and Secretary

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 EXHIBIT INDEX

EXHIBIT NUMBER          DESCRIPTION                                             
--------------          -----------                                             

Exhibit 99.1            Press Release dated July 29, 2004.                      

Exhibit 99.2            Opinion of Vice Chancellor Strine dated July 29, 2004.  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/30/04		2		3			8-K
For Period End:		7/29/04		2		4
		12/31/03		2					10-K,  4,  NT 10-K
									List all Filings