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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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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/07/04  Sun-Times Media Group Inc         8-K:1,8,9  10/05/04    4:35K                                    Paul Weiss Ri… LLP 01/FA

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

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1.01. Entry Into A Material Definitive Agreement
4Item 8.01. Other Events
"Item 9.01. Financial Statements and Exhibits
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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))
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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
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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
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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.
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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
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EXHIBIT INDEX -------------------------------------------------------------------------------- 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:10/7/045
Filed on:10/6/04
For Period End:10/5/0416
7/1/04233,  8-K
6/30/04310-Q,  3,  NT 10-Q
6/15/0448-K
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Filing Submission 0000950142-04-003461   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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