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

On:  Friday, 10/8/04, at 5:27pm ET   ·   For:  10/8/04   ·   Accession #:  950142-4-3496   ·   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     16K 
 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): October 8, 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                          

  In November 2000, Hollinger International Inc. ("Hollinger
International" or the "Company") and Hollinger Canadian Newspapers, Limited     
Partnership ("HCNLP", and together with Hollinger International, "Hollinger"),  
received approximately Cdn $766.8 million aggregate principal amount of 12.125% 
Fixed Rate Subordinated Debentures due November 15, 2010 (the "CanWest          
Debentures") issued by a wholly-owned subsidiary of CanWest Global              
Communications Corp. ("CanWest") called 3815668 Canada Inc (the "Issuer"). The  
CanWest Debentures are guaranteed by CanWest and were issued to Hollinger in    
partial payment for the sale by Hollinger of certain Canadian newspaper and     
internet assets to CanWest. In 2001, Hollinger International and HCNLP sold     
participations in approximately Cdn. $757 million principal amount of the       
CanWest Debentures to a special purpose trust (the "Participation Trust"). Notes
of the Participation Trust, denominated in U.S. dollars (the "Trust Notes"),    
were in turn issued and sold by the Participation Trust to third parties. As a  
result of the periodic interest payments on the CanWest Debentures made in kind 
and a partial redemption by the Issuer of the CanWest Debentures in 2003, as of 
July 31, 2004, there were outstanding approximately Cdn. $872 million aggregate 
principal amount of CanWest Debentures. Hollinger International and HCNLP are   
the record owners of all of these CanWest Debentures, but as of July 31, 2004,  
beneficially owned only approximately Cdn $5 million and Cdn $82 million        
principal amount respectively of CanWest Debentures, with the balance           
beneficially owned by the Participation Trust.                                  

            On October 7, 2004, Hollinger International and HCNLP entered into a
Facilitation Agreement (the "Facilitation Agreement") with the Issuer and       
CanWest, which Facilitation Agreement is part of a larger transaction in which  
the Issuer proposes to offer to exchange the Trust Notes for new debentures to  
be issued by the Issuer (the "CanWest Exchange Offer"). The CanWest Exchange    
Offer is or will be subject to a number of conditions, including that at least  
two-thirds of the outstanding principal amount of Trust Notes be tendered in the
CanWest Exchange Offer. The CanWest Exchange Offer will be commenced on or      
around October 7, 2004, and is expected to close on or around the 25th          
succeeding business day, subject to CanWest's right to extend, amend the terms  
of, or withdraw the CanWest Exchange Offer. In the Facilitation Agreement,      
Hollinger has agreed, among other things, (i) to use its reasonable best efforts
to facilitate the CanWest Exchange Offer and (ii) to sell to the Issuer for cash
all of the CanWest Debentures beneficially owned by Hollinger. Hollinger's      
obligation to sell the CanWest Debentures to the Issuer, and the Issuer's       
obligation to purchase the CanWest Debentures, is conditioned upon the closing  
of the CanWest Exchange Offer. There can be no assurance that this transaction  
will be completed. If it is completed, the specific amount received by Hollinger
International and HCNLP will depend upon the prevailing exchange rate between   
the U.S. dollar and the Canadian dollar. Assuming an exchange rate of US $0.7922
per Cdn $1.00 (the "Assumed Rate"), upon completion, the cash proceeds to be    
received by Hollinger International will be approximately US $38 million and the
cash proceeds to be received by HCNLP will be approximately US $78 million. This
amount will increase if the Canadian dollar becomes stronger than the Assumed   
Rate, and will decrease if the Canadian dollar becomes weaker than the Assumed  
Rate.                                                                           

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ITEM 8.01   OTHER EVENTS                                                        

          On October 8, 2004, the Company announced that a federal judge had
dismissed, on technical grounds, the Company's federal racketeering and state   
law breach of fiduciary claims against Hollinger Inc., Lord Conrad Black, David 
Radler and others (the "Defendants") in the U.S. District Court for the Northern
District of Illinois. The Company said its Special Committee of the Board of    
Directors will continue to vigorously pursue the breach of fiduciary duty claims
against the Defendants. 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.                                               

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 8, 2004             

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 8, 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

--------------------------------------------------------------------------------
EXHIBIT NUMBER                  DESCRIPTION OF EXHIBITS                         
--------------------------------------------------------------------------------
Exhibit 99.1                    Press Release dated October 8, 2004             
--------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/15/10		2
Filed on / For Period End:		10/8/04		1		5
		10/7/04		2					8-K
		7/31/04		2
									List all Filings