Sun-Times Media Group Inc – ‘8-K’ for 7/30/04

On:  Friday, 7/30/04, at 12:31pm ET   ·   For:  7/30/04   ·   Accession #:  950142-4-2746   ·   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                                         5     17K 
 2: EX-99       Exhibit 99.1                                           2     12K 

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 30, 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 2. ACQUISITION OR DISPOSITION OF ASSETS

        On July 30, 2004, Hollinger International Inc., a Delaware corporation
(the "Company"), announced that three of its indirect subsidiaries, DT Holdings 
Limited, First DT Holdings Limited and Second DT Holdings Limited (collectively,
the "UK Subsidiaries"), sold their outstanding shares of the Telegraph Group    
Limited, a company incorporated in England and Wales, to Press Acquisition      
Limited and Holyrood Holdings Limited (together, the "Buyers") pursuant to the  
Agreement for the Sale and Purchase of Shares in Telegraph Group Limited (the   
"Agreement") entered into by the Company, the UK Subsidiaries and the Buyers on 
June 22, 2004 (the "Sale of TGL"). A copy of the Agreement is incorporated      
herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K  
(File No. 1-14164) filed on June 23, 2004.                                      

       The purchase price was (pound)729.5 million in cash (or approximately
$1,327.4 million at an exchange rate of $1.8196 to (pound)1), and included cash 
on the balance sheet of Telegraph Group of approximately (pound)64.5 million (or
approximately $117.3 million). Accordingly, the transaction resulted in a       
cash-free/debt-free price of approximately (pound)665.0 million (or             
approximately $1,210.0 million). The purchase price was determined through      
arms-length negotiations and is subject to a possible post-completion purchase  
price adjustment depending on certain working capital levels, but the Company   
does not expect any such adjustment to be material.                             

  A portion of the proceeds from the Sale of TGL was used to repay
outstanding indebtedness under the Company's subsidiaries' bank credit          
agreement. In addition, the Company intends to use a portion of the proceeds    
from the Sale of TGL to pay the consideration for the tender offer and consent  
solicitation (the "Offer") of its subsidiary, Hollinger International Publishing
Inc. ("Publishing") for all of Publishing's outstanding $300 million in         
aggregate principal amount of 9% Senior Notes due 2010 (the "Notes"). As of July
29, 2004, approximately 97% of the Notes had been tendered in the Offer. The    
Offer will expire on July 30, 2004 following consummation of the Sale of TGL.   

       A copy of the Company's Press Release dated July 30, 2004 is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by   
reference.                                                                      

 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

   As previously reported, the Company formed a Special Committee of
Independent Directors on June 17, 2003 to investigate related party transactions
and other payments made to certain executives of the Company and its controlling
stockholder, Hollinger Inc., and other affiliates in connection with the sale of
the Company's and its subsidiaries' assets and other transactions. At this time,
the Special Committee's investigation is still ongoing. The Company previously  
made public its need to review the Special Committee's final report before it   
could complete its Annual Report on Form 10-K for the fiscal year ended December
31, 2003 and its Quarterly Report on Form 10-Q for the fiscal quarter ended     
March 31, 2004. The preparation of subsequent period financial statements cannot
be completed until the financial statements for the prior                       

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period have been finalized. In addition, the Company experienced disruption of  
management services provided to it arising from its ongoing dispute with        
Ravelston Corporation Limited, which had provided services to the Company in the
past in connection with the preparation of its financial statements. As a result
of these factors, the Company is not in the position to file the pro forma      
financial information required to be filed by Article II of Regulation S-X in   
connection with the completion of the Sale of TGL. The Company will file an     
amendment to this Form 8-K with the required pro forma information for the      
completion of the Sale of TGL as soon as possible following the time at which   
such information has become available.                                          

 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

 (b)      The Company is not in a position to file its pro forma
                  financial information in connection with the completion of the
                 Sale of TGL as a result of the factors disclosed in Item 5 to
             this Current Report on Form 8-K. The Company will file an
          amendment to this Form 8-K with the required pro forma
                information for the completion of the Sale of TGL as soon as
             possible following the time at which such information has
become available.                           

(c)      Exhibits                                             

   Exhibit 99.1 Press Release dated July 30, 2004.

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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 30, 2004.              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		7/30/04		1		5			8-K
		7/29/04		2					8-K
		6/23/04		2					4,  4/A,  8-K
		6/22/04		2					8-K,  SC 13G
		3/31/04		2					10-Q,  NT 10-Q
		12/31/03		2					10-K,  4,  NT 10-K
		6/17/03		2					8-K
									List all Filings