Amendment No. 2 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AI4cVU49/Apqk5NVv+2EIpT7LT92XC63JIPb60qQP2n56W4h6u0d7Mrrd1+KH11d BJ/N2U/jEoS8LVvO/YTTOw== 0001193125-08-240250.txt : 20081120 0001193125-08-240250.hdr.sgml : 20081120 20081120172725 ACCESSION NUMBER: 0001193125-08-240250 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20081120 DATE AS OF CHANGE: 20081120 GROUP MEMBERS: ANTHONY A. YOSELOFF GROUP MEMBERS: AVRAM Z. FRIEDMAN GROUP MEMBERS: CONOR BASTABLE GROUP MEMBERS: DAVIDSON KEMPNER ADVISERS INC. GROUP MEMBERS: DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP GROUP MEMBERS: DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER EVENT DRIVEN EQUITIES FUND LP GROUP MEMBERS: DAVIDSON KEMPNER EVENT DRIVEN EQUITIES INTERNATIONAL LTD. GROUP MEMBERS: DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C. GROUP MEMBERS: DAVIDSON KEMPNER INTERNATIONAL, LTD. GROUP MEMBERS: DK GROUP LLC GROUP MEMBERS: DK MANAGEMENT PARTNERS LP GROUP MEMBERS: DK STILLWATER GP LLC GROUP MEMBERS: ERIC P. EPSTEIN GROUP MEMBERS: M.H. DAVIDSON & CO. GROUP MEMBERS: MARVIN H. DAVIDSON GROUP MEMBERS: MHD MANAGEMENT CO. GROUP MEMBERS: MICHAEL J. LEFFELL GROUP MEMBERS: ROBERT J. BRIVIO, JR. GROUP MEMBERS: SCOTT E. DAVIDSON GROUP MEMBERS: STEPHEN M. DOWICZ GROUP MEMBERS: THOMAS L. KEMPNER, JR. GROUP MEMBERS: TIMOTHY I. LEVART SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUN-TIMES MEDIA GROUP INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43563 FILM NUMBER: 081204726 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: HOLLINGER INTERNATIONAL INC DATE OF NAME CHANGE: 19951020 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIDSON KEMPNER PARTNERS CENTRAL INDEX KEY: 0000928549 IRS NUMBER: 133393346 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124464020 MAIL ADDRESS: STREET 1: 885 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 2 TO SCHEDULE 13D Amendment No. 2 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Sun-Times Media Group Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

86688Q100

(CUSIP Number)

Shulamit Leviant, Esq.

c/o Davidson Kempner Partners

65 East 55^th Street, 19^th Floor

New York, NY 10022

(212) 446-4053

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

David K. Boston, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

November 20, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D


CUSIP No. 86688Q100				Page 2 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER PARTNERS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 581,752
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 581,752


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581,752
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 3 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 1,259,909
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 1,259,909


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,259,909
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 4 of 34 Pages


1	NAME OF REPORTING PERSON M.H. DAVIDSON & CO.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 104,012
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 104,012


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 104,012
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 5 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER INTERNATIONAL, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 2,240,925
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 2,240,925


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,240,925
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 86688Q100				Page 6 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 94,990
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 94,990


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 94,990
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 7 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 250,738
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 250,738


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 250,738
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 86688Q100				Page 8 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER EVENT DRIVEN EQUITIES FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 230,629
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 230,629


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 230,629
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 9 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER EVENT DRIVEN EQUITIES INTERNATIONAL LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 95,118
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 95,118


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 95,118
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO


CUSIP No. 86688Q100				Page 10 of 34 Pages


1	NAME OF REPORTING PERSON MHD MANAGEMENT CO.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 581,752
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 581,752


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 581,752
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 11 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER ADVISERS INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 1,259,909
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 1,259,909


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,259,909
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA


CUSIP No. 86688Q100				Page 12 of 34 Pages


1	NAME OF REPORTING PERSON DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 2,240,925
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 2,240,925


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,240,925
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 86688Q100				Page 13 of 34 Pages


1	NAME OF REPORTING PERSON DK GROUP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 325,619
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 325,619


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 325,619
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 86688Q100				Page 14 of 34 Pages


1	NAME OF REPORTING PERSON DK MANAGEMENT PARTNERS LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 345,856
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 345,856


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,856
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN


CUSIP No. 86688Q100				Page 15 of 34 Pages


1	NAME OF REPORTING PERSON DK STILLWATER GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 345,856
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 345,856


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,856
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO


CUSIP No. 86688Q100				Page 16 of 34 Pages


1	NAME OF REPORTING PERSON THOMAS L. KEMPNER, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 17 of 34 Pages


1	NAME OF REPORTING PERSON MARVIN H. DAVIDSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 18 of 34 Pages


1	NAME OF REPORTING PERSON STEPHEN M. DOWICZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 19 of 34 Pages


1	NAME OF REPORTING PERSON SCOTT E. DAVIDSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 20 of 34 Pages


1	NAME OF REPORTING PERSON MICHAEL J. LEFFELL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 21 of 34 Pages


1	NAME OF REPORTING PERSON TIMOTHY I. LEVART
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States and the United Kingdom


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 22 of 34 Pages


1	NAME OF REPORTING PERSON ROBERT J. BRIVIO, JR.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 23 of 34 Pages


1	NAME OF REPORTING PERSON ERIC P. EPSTEIN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 24 of 34 Pages


1	NAME OF REPORTING PERSON ANTHONY A. YOSELOFF
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 25 of 34 Pages


1	NAME OF REPORTING PERSON AVRAM Z. FRIEDMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN


CUSIP No. 86688Q100				Page 26 of 34 Pages


1	NAME OF REPORTING PERSON CONOR BASTABLE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER -0-
		8 SHARED VOTING POWER 4,858,073
		9 SOLE DISPOSITIVE POWER -0-
		10 SHARED DISPOSITIVE POWER 4,858,073


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,858,073
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

Page 27 of 34 Pages

This statement amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the U.S. Securities and Exchange Commission (the “SEC”) on September 10, 2008 (together with Amendment No. 1 thereto previously filed on October 31, 2008, the “Schedule 13D”), relating to the shares of Class A Common Stock, par value $0.01 per share (the “Shares”), of Sun-Times Media Group, Inc., a Delaware corporation (the “Issuer”), and constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented by adding thereto the following:

On November 20, 2008, Davidson Kempner Capital Management LLC (“DKCM”) issued a press release announcing that it filed a Preliminary Consent Statement on Schedule 14A (the “Preliminary Consent Statement”) with the SEC, in connection the solicitation of consents by DKCM and the Reporting Persons from holders of the Issuer’s Shares to, among other things, remove each member of the Board of Directors of the Issuer (the “Board”) other than Robert B. Poile and fill each of the four newly created vacancies in the Board with persons nominated by the Reporting Persons. The Preliminary Consent Statement may be amended prior to its use and is not yet in definitive form. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference in its entirety.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented by adding thereto the following:

On November 12, 2008, each of Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman and Conor Bastable (each, a “Principal”) executed a power of attorney that appoints each of Thomas L. Kempner, Jr., Michael J. Leffell, Timothy I. Levart and Anthony A. Yoseloff as the lawful attorneys-in-fact for such Principal for purposes of executing and filing with the SEC any and all amendments to the Schedule 13D. A copy of the power of attorney is attached hereto as Exhibit 99.4 and is incorporated herein by reference in its entirety.

Page 28 of 34 Pages

Item 7.

Material to be filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented by adding the following at the end thereof:


Exhibit		Description
99.3		Press Release, dated November 20, 2008

99.4		Power of Attorney granted by each of Thomas L. Kempner, Jr., Marvin H. Davidson, Stephen M. Dowicz, Scott E. Davidson, Michael J. Leffell, Timothy I. Levart, Robert J. Brivio, Jr., Anthony A. Yoseloff, Eric P. Epstein, Avram Z. Friedman and Conor Bastable in favor of each of Thomas L. Kempner, Jr., Michael J. Leffell, Timothy I. Levart and Anthony A. Yoseloff, dated November 12, 2008

Page 29 of 34 Pages

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: November 20, 2008


DAVIDSON KEMPNER PARTNERS

By: MHD Management Co., its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		General Partner & Chief Operating Officer

DAVIDSON KEMPNER INSTITUTIONAL PARTNERS, L.P.

By: Davidson Kempner Advisers Inc., its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Corporate Secretary

M.H. DAVIDSON & CO.

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		General Partner & Chief Operating Officer

Page 30 of 34 Pages


DAVIDSON KEMPNER INTERNATIONAL, LTD.

By: Davidson Kempner International Advisors, L.L.C., its Investment Manager

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member & Chief Operating Officer

MHD MANAGEMENT CO.

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		General Partner & Chief Operating Officer

DAVIDSON KEMPNER ADVISERS INC.

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Corporate Secretary

DAVIDSON KEMPNER INTERNATIONAL ADVISORS, L.L.C.

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member & Chief Operating Officer

Page 31 of 34 Pages


DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES FUND LP

By: DK Group LLC, its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member & Chief Operating Officer

DAVIDSON KEMPNER DISTRESSED OPPORTUNITIES INTERNATIONAL LTD.

By: DK Management Partners LP, its Investment Manager

By: DK Stillwater GP LLC, its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member

DAVIDSON KEMPNER EVENT DRIVEN EQUITIES FUND LP

By: DK Group LLC, its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member & Chief Operating Officer

Page 32 of 34 Pages


DAVIDSON KEMPNER EVENT DRIVEN EQUITIES INTERNATIONAL LTD.

By: DK Management Partners LP, its Investment Manager

By: DK Stillwater GP LLC, its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member

DK GROUP LLC

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member & Chief Operating Officer

DK MANAGEMENT PARTNERS LP

By: DK Stillwater GP LLC, its General Partner

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member

DK STILLWATER GP LLC

By:		/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Managing Member

THOMAS L. KEMPNER, JR.

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

Page 33 of 34 Pages


MARVIN H. DAVIDSON

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

STEPHEN M. DOWICZ

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

SCOTT E. DAVIDSON

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

MICHAEL J. LEFELL

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

ANTHONY A. YOSELOFF

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

TIMOTHY I. LEVART

/s/ Timothy I. Levart
Timothy I. Levart

ERIC P. EPSTEIN

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

Page 34 of 34 Pages


ROBERT J. BRIVIO, JR.

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

AVRAM Z. FRIEDMAN

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

CONOR BASTABLE

/s/ Timothy I. Levart
Name:		Timothy I. Levart
Title:		Attorney-in-Fact

EX-99.3 2 dex993.htm PRESS RELEASE Press Release

Exhibit 99.3

Davidson Kempner Capital Management LLC Files Preliminary Consent Solicitation

Statement to Reconstitute the Board of Directors of the Sun-Times Media Group

NEW YORK, November 20, 2008 — Davidson Kempner Capital Management LLC today reported that it has filed with the Securities and Exchange Commission a preliminary consent statement to undertake a consent solicitation to reconstitute the board of directors of the Sun-Times Media Group Inc. (OTC:SUTM). Included in the preliminary consent statement is the following letter to shareholders:

Dear Sun-Times Media Group Stockholder:

Sun-Times Media Group Inc. (“Sun-Times” or the “Company”) is experiencing a serious financial and operating crisis. In his recent November 6, 2008 letter to stockholders, Cyrus Freidheim, Sun-Times’ President and Chief Executive Officer, detailed the Company’s deteriorating financial and operating condition. Mr. Freidheim pointed out, among other things, that during the third quarter of 2008:

•

“Revenue declines affected all of our properties”

•

“In the first half of 2008, we successfully implemented a $50 million annual cost reduction, which we expected would stabilize the Company’s cash flow. It didn’t.”

•

“…the Company’s cash position decreased by $16 million.”

Sun-Times’ third quarter performance extends the downward trend that has gripped this Company for a number of years. The harsh reality is that weakening consumer demand, rising input costs of ink and newsprint, a slowdown in advertising, and a long term secular trend away from print towards online readership have already resulted in negative normalized free cash flow for Sun-Times of roughly $20 million per quarter on average since 2006.

In our view, the Company must take dramatic steps to arrest the cash burn rate before it exhausts the remaining liquidity on the balance sheet. Davidson Kempner Capital Management LLC affiliates are collectively one of the largest stockholders of Sun-Times. As such, Davidson Kempner strongly believes it is in Sun-Times’ best interests to change the Company’s leadership, both at the CEO and the Board level, by reconstituting the Board with new Directors who combine deep experience in the publishing space with the rigors of financial restructuring.

On October 31, 2008, Davidson Kempner sent a letter to the Chairman of the Board of Sun-Times proposing a specific reconstitution of the Board. To maximize its working efficiency, we proposed reducing the Board’s size to five directors from its present total of seven. In addition to current independent Director Robert Poile of Polar Securities, a large Sun-Times stockholder, we submitted four new director candidates whom we have researched and believe will make significant contributions to the future of Sun-Times. Each of these candidates is independent of both Sun-Times and Davidson Kempner. They are:

Jeremy L. Halbreich - Mr. Halbreich is the former President and General Manager of The Dallas Morning News, where he spent 24 years working in marketing and general management positions. In 1998 he founded American Consolidated Media (ACM), which today operates over 100 community newspapers across the country. Mr. Halbreich sold ACM in 2007 to an Australian media group. He is a graduate of Harvard College and the Harvard Business School’s Advanced Management Program.

- 1 -

Robert A. Schmitz - Mr. Schmitz is a partner at Quest Turnaround Advisors, a restructuring firm. He has led turnarounds at PTV Inc., Cablecom, and the Spectran Corporation. As a former Managing Director of Trust Company of the West (TCW), he was responsible for all media related investments, including a number of community newspaper groups. Mr. Schmitz is a former partner at McKinsey & Co., the management consulting firm, where he advised Dow Jones on its reorganization of the Wall Street Journal and later joined the Dow Jones Management Committee to oversee various publishing divisions. Mr. Schmitz is a graduate of the University of Michigan and the Sloan School of Management at the Massachusetts Institute of Technology.

Lee Hillman - Mr. Hillman, a Chicago native, has led a number of well-known operational turnarounds. He served as the CFO of Bally Entertainment and later the Chairman and CEO of Bally Total Fitness, the casino and fitness conglomerate where he led the restructuring that resulted in a public listing of Bally’s shares on the New York Stock Exchange. He is a former audit partner at Ernst & Young and has held director positions at RCN Corporation, Wyndham International, Healthsouth, and the Adelphia Recovery Trust. Mr. Hillman is a graduate of the Wharton School of Finance at the University of Pennsylvania and the Graduate School of Business at the University of Chicago. He is a Certified Public Accountant.

Michael E. Katzenstein - Mr. Katzenstein is founder and principal of CXO, L.L.C., a restructuring and turnaround management firm. Mr. Katzenstein has served as Chief Restructuring Officer and in other senior management roles in a number of recent turnarounds including the predecessor to One Communications Corp., Pacific Crossing Limited, Pac-West Telecomm, and VarTec Telecom and advises many companies and investor groups in the media, technology and telecommunications industries, among others. He currently serves as Chairman of the board of directors at RCN Corporation. He was formerly a law partner at the New York predecessor to Cooley Godward Kronish in New York. Mr. Katzenstein is a graduate of the State University of New York at Binghamton, and the Boston University School of Law.

If the reconstituted Board were to determine that a new Chief Executive is required, it would weigh how best to fill that role. In our letter, we recommended that the changeover of the Board occur at its next scheduled meeting on November 17, 2008. Our letter was made public through a Schedule 13D filing.

On November 7, 2008, the Chairman of the Board of Sun-Times sent us a letter in which he stated his agreement with our assessment of the challenges facing the Company. He also stated that the current Board agrees “that it may be appropriate to restructure the Board over the course of the next few months so that a renewed (and perhaps smaller) Board may guide the Company through the difficulties it faces in 2009.” In that letter, the Chairman wrote that earlier this year “the Board initiated efforts to identify potential new directors of Sun-Times Media Group” and that “we have also identified candidates whom we are in the process of vetting.” The letter concluded with the recognition that “holders of a majority of our shares may act in concert to elect a new Board without further action by the existing directors.” This letter was made public by the Company in a Form 8-K filing dated the same day as the letter.

On November 18, 2008, the Company issued a press release announcing the intention of the Chairman of the Board to resign by December 31, 2008, along with two other Directors who are currently members of the Board’s Special Committee. In this press release, the Board said that it is “evaluating a general restructuring of the Board” and is “evaluating candidates for appointment to the Board” that include our aforementioned Director candidates.

- 2 -

We do not believe these pronouncements are sufficient to address the urgent need for new leadership at Sun-Times. In our opinion, a partly reconstituted Board, which leaves the Chief Executive and two existing Directors in place on the Board with no assurances regarding the selection of three future Directors, is an inadequate gesture given the magnitude of the issues confronting the Company. Sun-Times is burning significant cash as detailed in its recent quarterly reports on Form 10-Q. The Company and its stakeholders cannot afford to risk delay to a wholesale changeover at the Board level. As a large stockholder, we have been consistent in voicing the need for seasoned directors with deep publishing and financial restructuring experience who can immediately begin the critical mission to streamline the Company’s cost structure and mediate liabilities. We have proposed five highly competent and qualified candidates to guide the Company as new Directors in these endeavors which we believe are essential to resuscitate the Company and preserve this franchise for all stakeholders.

The failure of the Sun-Times Directors to commit to the immediate reconstitution of the Board we have proposed has left us with no alternative but to seek this reconstitution through the consent of Sun-Times stockholders. As time is of the essence, we are moving forward to undertake this solicitation. We view a direct solicitation as the most expeditious means of reconstituting the Board so that new Directors can work to position Sun-Times to move forward over the long term as a financially healthy and operationally sound media enterprise over the long term.

Davidson Kempner is seeking the consent of Sun-Times Media Group stockholders to the changes it has proposed for the Sun-Times Board of Directors. Davidson Kempner and its affiliated entities hold in aggregate 4,858,073 Sun-Times shares or 5.9% of common stock outstanding as disclosed in our Schedule 13D filing dated September 10, 2008. Additionally, as described in our Schedule 13D, certain of these affiliated funds own substantial amounts of Hollinger Inc. notes that are secured by a pledge over 16.5 million of the Company’s shares of which we disclaim any beneficial ownership.

By providing your consent, you will help to enable the proposals we have made to reconstitute the Sun-Times Board to succeed. We urge all stockholders to support this effort.

We thank you for your support.

DAVIDSON KEMPNER CAPITAL MANAGEMENT LLC

DAVIDSON KEMPNER STRONGLY ADVISES ALL STOCKHOLDERS OF SUN-TIMES MEDIA GROUP INC. TO READ THE PRELIMINARY CONSENT STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN THE CONSENT SOLICITATION. SUCH PRELIMINARY CONSENT STATEMENT AND ANY OTHER RELEVANT DOCUMENTS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. WHEN AND IF COMPLETED, A DEFINITIVE CONSENT STATEMENT AND A FORM OF CONSENT WILL BE MAILED TO STOCKHOLDERS OF SUN-TIMES MEDIA GROUP INC. AND WILL BE AVAILABLE AT NO CHARGE AT THE SEC’S WEBSITE AS SET FORTH ABOVE.

- 3 -

DAVIDSON KEMPNER PARTICIPANT INFORMATION

In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934, as amended, the following persons may be deemed to be participants in the consent solicitation: Davidson Kempner Capital Management LLC, Davidson Kempner Partners, Davidson Kempner Institutional Partners, L.P., M.H. Davidson & Co., Davidson Kempner International, Ltd., Davidson Kempner Distressed Opportunities Fund LP, Davidson Kempner Distressed Opportunities International Ltd., Davidson Kempner Event Driven Equities Fund LP, Davidson Kempner Event Driven Equities International Fund Ltd., MHD Management Co., DK Group LLC, DK Management Partners LP, DK Stillwater GP LLC, Davidson Kempner Advisers Inc., Davidson Kempner International Advisors, L.L.C., and certain related individuals as set forth in the preliminary consent statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 20, 2008. Certain of these persons hold direct or indirect interests in Sun-Times Media Group Inc. as more fully described in the preliminary consent statement.

###

Press Contact:

Peter Hill

Kekst and Company

212-521-4800

- 4 -

EX-99.4 3 dex994.htm POWER OF ATTORNEY Power of Attorney

Exhibit 99.4

POWER OF ATTORNEY

Each of the undersigned individuals hereby constitutes and appoints Thomas L. Kempner, Jr., Michael J. Leffell, Timothy I. Levart and Anthony A. Yoseloff and each of them severally, as the true and lawful attorneys-in-fact and agents of such undersigned individual, with power to act with or without the others and with full power of substitution and resubstitution, to execute in the name, place and stead of such undersigned individual, in any and all capacities, any and all amendments to the Schedule 13D relating to the shares of Class A Common Stock, $0.01 par value per share, of Sun-Times Media Group, Inc. filed by Davidson Kempner Partners, the undersigned and the other reporting persons named in such Schedule 13D, and to which this Power of Attorney is attached as an Exhibit, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission, said attorneys-in-fact and agents having full power and authority to do and perform in the name and on behalf of any and all of the undersigned each and every act and thing requisite and necessary to be done in or about the premises as fully and as effectually as the undersigned might or could do in person; and each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect with respect to an undersigned individual until revoked by such undersigned individual in a signed writing delivered to the foregoing attorneys-in-fact and agents.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney as of November 12, 2008.

/s/ Thomas L. Kempner, Jr.

Thomas L. Kempner, Jr.

/s/ Marvin H. Davidson

Marvin H. Davidson

/s/ Stephen M. Dowicz

Stephen M. Dowicz

/s/ Scott E. Davidson

Scott E. Davidson

/s/ Michael J. Lefell

Michael J. Leffell

/s/ Timothy I. Levart

Timothy I. Levart

/s/ Robert J. Brivio, Jr.

Robert J. Brivio, Jr.

/s/ Eric P. Epstein

Eric P. Epstein

/s/ Anthony A. Yoseloff

Anthony A. Yoseloff

/s/ Avram Z. Friedman

Avram Z. Friedman

/s/ Conor Bastable

Conor Bastable

-----END PRIVACY-ENHANCED MESSAGE-----