##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year ended December 31, 2006
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                      to
 Commission File No. 1-14164
 Sun-Times Media Group, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    95-3518892(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)350 North Orleans Street, 10-S,
    
    60654Chicago, Illinois
    
    (Zip Code)(Address of Principal Executive Office)
 Registrants telephone number, including area code
(312) 321-2299
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class:
    
    Name of Each Exchange on Which Registered:Class A Common Stock par value $.01 per share
    
    New York Stock ExchangePreferred Share Purchase Rights
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 o
  þ o o
 o þ




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EXPLANATORY NOTE
   i




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##### 



TABLE OF CONTENTS
 SUN-TIMES MEDIA GROUP, INC.
 2006 FORM 10-K/A
 PagePART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    1Item 11. Executive Compensation
    
    
    4Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    34Item 13. Certain Relationships and Related Transactions
    
    
    36Item 14. Principal Accountant Fees and Services
    
    
    37PART IVItem 15. Exhibits and Financial Statements
    
    
    39Employment Agreement with James D. McDonoughKey Employee Severance Program Participation AgreementCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Rule 13a-14(b)Certification of CFO Pursuant to Rule 13a-14(b)
  ii




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PART III
 
 Item 10. Directors and Executive Officers and Corporate Governance
  Name and Age
    
    Position(s) with the CompanyJohn F. Bard, 66
    
    DirectorWilliam G. Barker, III, 48
    
    Chief Financial OfficerJohn D. Cruickshank, 54
    
    Chief Operating Officer  Sun-Times News GroupHerbert A. Denton, 60
    
    DirectorCyrus F. Freidheim, Jr., 71
    
    President and Chief Executive Officer, DirectorThomas L. Kram, 48
    
    Controller and Chief Accounting OfficerJames D. McDonough, 48
    
    Vice President, General Counsel and SecretaryJohn M. OBrien, 64
    
    DirectorGordon A. Paris, 53
    
    DirectorGraham W. Savage, 58
    
    DirectorRaymond G. H. Seitz, 66
    
    Chairman of the Board of DirectorsRaymond S. Troubh, 80
    
    Director
  John F. Bard
 William G. Barker, III
 John D. Cruickshank
 Herbert A. Denton,
 1




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##### Table of Contents



Cyrus F. Freidheim, Jr. (1)
 Thomas L. Kram,
 James D. McDonough,
 John M. OBrien
 Gordon A. Paris
 Graham W. Savage
 Raymond G.H. Seitz
 Raymond S. Troubh
 2




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##### Table of Contents



(1)
    
    Mr. Freidheim was Chief Executive Officer of Chiquita Brands International, Inc. from 2002 to
2004. On March 14, 2007, Chiquita Brands announced that it had entered into a plea agreement with
the United States Attorneys Office for the District of Columbia and the National Security Division
of the U.S. Department of Justice relating to an investigation by the government into payments
between 1997 and early 2004 by a former subsidiary of Chiquita Brands to certain groups designated
under U.S. law as foreign terrorist organizations in Colombia. Under the plea agreement, Chiquita
Brands would plead guilty to one count of Engaging in Transactions with a Specially-Designated
Global Terrorist and will pay a fine of $25 million. In a subsequent filing with the Securities
and Exchange Commission, Chiquita Brands reported that its plea agreement was provisionally
accepted by the U.S. District Court for the District of Columbia. Chiquita Brands also announced
that it would continue to cooperate with the government in any continuing investigation of the
matter. Mr. Freidheim was previously informed he was a subject of the governments investigation.
The Company stated in its Form 8-K filed on March 16, 2007 that its Board of Directors would
conduct an inquiry into this matter as it may relate to the Company.The inquiry, which was conducted by the Audit Committee of the Board of Directors with the
assistance of its counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been concluded. The
Board of Directors has considered the matter and, in doing so, has made no determination concerning
the underlying merits of the governments investigation or with respect to Mr. Freidheims tenure
at Chiquita Brands. However, the Board determined that Mr. Freidheim should have disclosed the
fact that he had been advised that he was a subject of the grand jury investigation into certain
past activities of Chiquita Brands and that, as such, he appeared twice before the grand jury
investigating the matter. The Board determined that such disclosure should have been made to the
Companys Board at the time when he was elected to the Board and later when he had a fiduciary duty
as a director and was elected as President and Chief Executive Officer. Although the Board
concluded that Mr. Freidheim breached his duty to disclose this matter to the Company, a majority
of the Board concluded that, in its business judgment, Mr. Freidheims continued leadership as
President and Chief Executive Officer at this time is in the best interests of the Company. Audit Committee
  Code of Ethics
  Section 16(a) Beneficial Ownership Reporting Compliance
  3




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Item 11. Executive Compensation
 Compensation Discussion and Analysis
  
    
    our compensation-setting process;
    
    our compensation philosophy and policies regarding executive compensation;
    
    the components of our executive compensation program; and
    
    our compensation decisions for fiscal year 2006.
  The Compensation-Setting Process
 A Year-Round Process
  Managements Role in the Compensation-Setting Process
  
    
    designing and recommending compensation plans;
    
    recommending business performance and individual targets and goals;
    
    evaluating employee performance; and
    
    recommending salary and bonus levels and long-term incentive awards.
  Compensation Consultants
  Annual Evaluation
  4




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Performance Objectives
  Competitive Compensation Practices
  Total Compensation Opportunities
  Performance-Based Pay
  Compensation Philosophy
  Focus on Results and Strategic Objectives
  Emphasis on Performance-Based Compensation
  Compensation and Performance-Based Pay Should Reflect Position and Responsibility
 5




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
 
 
 Compensation Decisions Should Promote the Interests of Stockholders
  Compensation Should be Reasonable and Responsible
  Compensation Disclosures Should be Clear and Complete
  Elements of Executive Compensation
 Base Salary
   Annual Bonus Program
  6




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Long-Term Incentives
      7




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Additional Benefits
  Our Compensation Decisions
  Chief Executive Officer
   8




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Base Salary for Named Executive Officers Other Than Mr. Freidheim
  
    
    the compensation philosophy and guiding principles described above;
    
    the experience and industry knowledge of the named executive officers and the
quality and effectiveness of their leadership at the Company;
    
    all of the components of executive compensation, including base salary,
incentive compensation under the bonus plan, long-term incentive compensation and
benefits;
    
    the mix of performance pay to total compensation; and
    
    the base salary paid to executive officers in comparable positions at other
media industry companies.
  2006
    
    PercentageName
    
    Title
    
    Base Salary
    
    Increase/(Decrease)Gordon A. Paris(1)
    
    Former President and Chief Executive Officer
    
    $
    900,000
    (2)
    
    
    (55
    )%Gregory A.
Stoklosa(3)
    
    Former Chief Financial Officer
    
    $
    400,000
    
    
    
    0
    %John D. Cruickshank
    
    Chief Operating Officer-Sun-Times News Group
    
    $
    400,000
    
    
    
    11
    %James D. McDonough
    
    Vice President, General Counsel and Secretary
    
    $
    225,000
    (4)
    
    
    0
    %Thomas L. Kram
    
    Controller and Chief Accounting Officer
    
    $
    184,000
    (5)
    
    
    0
    %James R. Van
Horn(6)
    
    Former Vice President, General
Counsel and Secretary
    
    $
    350,000
    
    
    
    0
    %Robert T.
Smith(7)
    
    Former Treasurer
    
    $
    310,000
    
    
    
    0
    %
 
 (1)
    
    Mr. Paris ceased to be President and Chief Executive Officer of the Company on November 14,
2006 and his employment with the Company terminated on December 29, 2006. Mr. Paris continues
to serve as a director of the Company.(2)
    
    Base salary was offset in the amount of the annual salary, $25,000, received by Mr. Paris
from Berenson & Company.(3)
    
    Mr. Stoklosa ceased to be Vice President and Chief Financial Officer of the Company on
February 16, 2007 and his employment with the Company terminated on March 16, 2007.(4)
    
    On December 14, 2006, Mr. McDonoughs base
salary was increased to $275,000, effective at the close of business on December 29, 2006.(5)
    
    On February 2, 2007, Mr. Krams base salary
was increased to $210,000, effective retroactively to July 23,
2006.(6)
    
    Mr. Van Horns employment with the Company terminated on December 29, 2006.(7)
    
    Mr. Smiths employment with the Company terminated on September 30, 2006. 9




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Annual Bonus
   Long-Term Incentive Plan
  Reasonableness of Compensation
  Compensation Policies
 The Tax Deductibility of Compensation Should be Maximized Where Appropriate
  10




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Financial Restatement
  COMPENSATION COMMITTEE REPORT
  Submitted by:
    
    John F. Bard, ChairmanJohn M. OBrienMembers of the Compensation Committee
 11




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Summary Compensation Table for Named Executive Officers
  Non-EquityIncentivePlan
    
    All otherName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Compen-
    
    Compen-Principal
    
    
    
    
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    sation
    
    sation
    
    TotalPosition
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Cyrus F. Freidheim,
Jr., President and
Chief Executive
Officer(2)
    
    
    2006
    
    
    $
    163,561
    
    
    $
    87,561
    
    
    $
    121,189
    (3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    372,311Gordon A. Paris,
Former President
and Chief Executive
Officer (4)
    
    
    2006
    
    
    $
    972,115
    
    
    
    
    
    
    $
    1,101,563
    
    
    
    
    
    
    
    
    
    
    $
    2,754,009
    (5)
    
    $
    4,827,687Gregory A.
Stoklosa, Former
Vice President and
Chief Financial
Officer(6)
    
    
    2006
    
    
    $
    400,000
    
    
    
    
    
    
    $
    240,750
    (7)
    
    
    
    
    
    
    
    
    
    $
    19,691
    (8)
    
    $
    660,441John D.
Cruickshank, Chief
Operating
Officer-Sun Times
News Group
    
    
    2006
    
    
    $
    398,462
    
    
    
    
    
    
    $
    109,750
    
    
    $
    17,312
    (9)
    
    $
    80,000
    
    
    $
    32,445
    (10)
    
    $
    637,969James D. McDonough,
Vice President,
General Counsel and
Secretary
    
    
    2006
    
    
    $
    225,000
    
    
    $
    25,000
    
    
    $
    27,694
    
    
    
    
    
    
    
    
    
    
    $
    13,090
    (11)
    
    $
    290,784Thomas L. Kram,
Controller and
Chief Accounting
Officer
    
    
    2006
    
    
    $
    184,000
    
    
    $
    33,000
    
    
    $
    27,694
    
    
    
    
    
    
    
    
    
    
    $
    8,078
    (12)
    
    $
    252,772James R. Van Horn,
Former Vice
President, General
Counsel and
Secretary (13)
    
    
    2006
    
    
    $
    363,462
    
    
    
    
    
    
    $
    146,203
    
    
    
    
    
    
    
    
    
    
    $
    1,135,237
    (14)
    
    $
    1,645,902Robert T. Smith,
Former Treasurer
(15)
    
    
    2006
    
    
    $
    264,692
    
    
    
    
    
    
    
    
    
    
    $
    17,274
    (16)
    
    
    
    
    
    $
    554,031
    (17)
    
    $
    835,997
 12




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##### Table of Contents



(1)
    
    The amounts in this column (other than $66,255 for Mr. Freidheim (as to which see Note (3) to
this table below)) reflect the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2006 in accordance with Statement of Financial
Accounting Standards No. 123R Share-Based Payment(SFAS No. 123R) with respect to awards
of deferred stock units (DSUs) granted in 2005. Assumptions used in the calculation of
these amounts are included in Note 15 to the Companys audited financial statements for the
fiscal year ended December 31, 2006 included in the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 16, 2007.(2)
    
    Mr. Freidheim became President and Chief Executive Officer on November 14, 2006. Prior to
that date, Mr. Freidheim received compensation as a director of the Company. Amount shown
under Salary includes $76,000 of cash director fees paid to Mr. Freidheim in 2006 and amount
shown under Stock Awards includes $54,934 in respect of DSUs granted to Mr. Freidheim as a
director in 2006. See  Directors Compensation.(3)
    
    Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with respect to awards to
Mr. Freidheim in 2006 of 7,277 DSUs (including dividend equivalent DSUs) granted to him as a
director, 100,000 shares of restricted Class A common stock and a stock opportunity award with
respect to up to 400,000 shares of Class A common stock. See Our Compensation
DecisionsChief Executive Officer and Employment AgreementsTerms of Freidheim Arrangement
for a detailed description of these awards. Under SFAS No. 123R, the grant date fair value of
the award of 100,000 shares of restricted Class A common stock is being expensed ratably over
the two-year vesting period. The grant date fair value of the 200,000-share portion of the
stock opportunity award that vests based upon the attainment of specified price levels for the
Companys Class A common stock was estimated for financial statement reporting purposes using
a Monte Carlo simulation model and the estimated fair value is being expensed over the median
expected vesting periods produced by the Monte Carlo simulation. Under SFAS No. 123R, no
expense was recognized for financial statement reporting purposes for the fiscal year ended
December 31, 2006 with respect to the EBITDA Award portion of the stock opportunity award
because the relevant performance targets and objectives had not been established as of
December 31, 2006.(4)
    
    Mr. Paris ceased to be President and Chief Executive Officer of the Company on November 14,
2006 and his employment with the Company terminated on December 29, 2006. Mr. Paris continues
to serve as a director of the Company.(5)
    
    Consists of payments made by the Company to Mr. Paris pursuant to the terms of the Paris
Employment Agreement and the Paris Separation Agreement. See Potential Payments Upon
Termination or Change of ControlNamed Executive Officers Who Are No Longer Employed With the
CompanyMr. Paris. Also includes contributions made by the Company under the Companys
401(k) plan ($7,875), executive life insurance premiums paid on Mr. Paris behalf by the
Company ($4,200) and perquisites that aggregate less than $10,000.(6)
    
    Mr. Stoklosa ceased to be Vice President and Chief Financial Officer of the Company on
February 16, 2007 and his employment with the Company terminated on March 16, 2007.(7)
    
    Includes $146,250 recognized for financial statement reporting purposes for the fiscal year
ended December 31, 2006 in accordance with SFAS No. 123R in respect of accelerated vesting of
DSUs triggered by the termination of Mr. Stoklosas employment with the Company. See
Potential Payments Upon Termination or Change of ControlNamed Executive Officers Who Are No
Longer Employed With the CompanyMr. Stoklosa.(8)
    
    Includes contributions made by the Company under the Companys 401(k) plan ($7,875),
executive life insurance premiums paid on Mr. Stoklosas behalf by the Company ($4,200) and
perquisites that aggregate less than $10,000. See Potential Payments Upon Termination or
Change of ControlNamed Executive Officers Who Are No Longer Employed With the CompanyMr.
Stoklosa for a description of the payments made to Mr. Stoklosa in connection with his
termination of employment in March 2007.(9)
    
    Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with respect to options
to acquire shares of Class A common stock awarded to Mr. Cruickshank pursuant to the Companys
1999 Stock Incentive Plan. Assumptions used in the calculation of these amounts are included
in Note 15 to the Companys audited financial statements for the fiscal year ended December
31, 2006 included in the Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 16, 2007.(10)
    
    Includes contributions made by the Company under the Companys 401(k) plan ($7,875),
executive life insurance premiums paid on Mr. Cruickshanks behalf by the Company ($4,200) and
perquisites consisting of executive long-term disability insurance premiums paid on Mr.
Cruickshanks behalf by the Company, compensation for editorial contributions, an automobile
allowance, use of a 13




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##### Table of Contents



Company-owned automobile with an estimated value of $6,000 per year and reimbursement of
club membership dues and parking fees, none of which individually exceeds $25,000.(11)
    
    Includes contributions made by the Company under the Companys 401(k) plan ($7,875),
executive life insurance premiums paid on Mr. McDonoughs behalf by the Company ($1,395) and
perquisites that aggregate less than $10,000.(12)
    
    Includes contributions made by the Company under the Companys 401(k) plan ($7,875) and
perquisites that aggregate less than $10,000.(13)
    
    Mr. Van Horns employment with the Company terminated on December 29, 2006.(14)
    
    Consists of payments made by the Company to Mr. Van Horn pursuant to the Van Horn Employment
Agreement and the Van Horn Separation Agreement. See Potential Payments Upon Termination or
Change of ControlNamed Executive Officers Who Are No Longer Employed With the CompanyMr. Van
Horn. Also includes contributions made by the Company under the Companys 401(k) plan
($7,875), executive life insurance premiums paid on Mr. Van Horns behalf by the Company
($4,200) and perquisites that aggregate less than $10,000.(15)
    
    Mr. Smiths employment with the Company terminated on September 30, 2006.(16)
    
    Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with respect to options
to acquire shares of Class A common stock awarded to Mr. Smith pursuant to the Companys 1999
Stock Incentive Plan. Assumptions used in the calculation of these amounts are included in
Note 15 to the Companys audited financial statements for the fiscal year ended December 31,
2006 included in the Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 16, 2007.(17)
    
    Consists of payments made by the Company to Mr. Smith pursuant to the Smith Separation
Agreement. See Potential Payments Upon Termination or Change of ControlNamed Executive
Officers Who Are No Longer Employed With the CompanyMr. Smith. Also includes perquisites
that aggregate less than $10,000. 14




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GRANTS OF PLAN-BASED AWARDS
 All OtherOptionAwards:All Other
    
    Number of
    
    ExerciseEstimated Possible Payouts Under Non-
    
    Estimated Future Payouts Under Equity
    
    Stock Awards:
    
    Securities
    
    or Base
    
    Grant Date FairEquity Incentive Plan Awards
    
    Incentive Plan Awards
    
    Number of
    
    Under
    
    Price of
    
    Value of StockThres
    
    
    
    
    
    
    
    
    
    
    
    Shares of
    
    lying
    
    Option
    
    and Option-hold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Stock or Units
    
    Options
    
    Awards
    
    AwardsName
    
    Grant Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(1)Cyrus F. Freidheim,
Jr.
    
    
    11/14/06
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    144,000
    (3)11/14/06
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    104,000
    (3)11/14/06
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,000
    (3)11/14/06
    (6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    52,500
    (3)11/14/06
    (7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    100,000
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0
    (8)11/14/06
    (9)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    553,000Gordon A. Paris(10)
    
    
    
    
    
    
    
    
    
    $
    900,000
    (11)
    
    $
    1,800,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory A.
Stoklosa(12)
    
    
    
    
    
    
    
    
    
    $
    300,000
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    John D. Cruickshank
    
    
    
    
    
    
    
    
    
    $
    300,000
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James D. McDonough
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas L. Kram
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James R. Van
Horn(13)
    
    
    
    
    
    
    
    
    
    $
    262,500
    (11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert T. Smith(14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 15




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(1)
    
    Computed in accordance with SFAS No. 123R.(2)
    
    Consists of a stock opportunity award pursuant to which Mr. Freidheim will be eligible to
earn 50,000 shares of the Companys Class A common stock when the average daily closing price
of a share of the Companys Class A common stock over any consecutive four-month period
exceeds $7.00.(3)
    
    Grant date fair value was estimated for financial statement reporting purposes using a Monte
Carlo simulation model.(4)
    
    Consists of a stock opportunity award pursuant to which Mr. Freidheim will be eligible to
earn 50,000 shares of the Companys Class A common stock when the average daily closing price
of a share of the Companys Class A common stock over any consecutive four-month period
exceeds $8.00.(5)
    
    Consists of a stock opportunity award pursuant to which Mr. Freidheim will be eligible to
earn 50,000 shares of the Companys Class A common stock when the average daily closing price
of a share of the Companys Class A common stock over any consecutive four-month period
exceeds $9.00.(6)
    
    Consists of a stock opportunity award pursuant to which Mr. Freidheim will be eligible to
earn 50,000 shares of the Companys Class A common stock when the average daily closing price
of a share of the Companys Class A common stock over any consecutive four-month period
exceeds $10.00.(7)
    
    Consists of a grant of 50,000 shares of the Companys Class A common stock (at threshold),
100,000 shares of the Companys Class A common stock (at target) or 200,000 shares of the
Companys Class A common stock (at maximum) based on performance against EBITDA-based targets
and other long-term corporate objectives.(8)
    
    Under SFAS No. 123R, for financial statement reporting purposes, the EBITDA Award was not
deemed to be granted in 2006 because the relevant performance targets and objectives had not
been established as of December 31, 2006. Had the targets that have now been established been
established on the date of grant, the grant date fair value of the EBITDA Award would have
been $553,000.(9)
    
    Consists of a grant of 100,000 shares of restricted Class A common stock that vest 50% on
each of November 15, 2007 and November 15, 2008.(10)
    
    Mr. Paris ceased to be President and Chief Executive Officer of the Company on November 14,
2006 and his employment with the Company terminated on December 29, 2006. Mr. Paris continues
to serve as a director of the Company.(11)
    
    Applicable Bonus Plan did not have stated maximum possible payouts.(12)
    
    Mr. Stoklosa ceased to be Vice President and Chief Financial Officer of the Company on
February 16, 2007 and his employment with the Company terminated on March 16, 2007.(13)
    
    Mr. Van Horns employment with the Company terminated on December 29, 2006.(14)
    
    Mr. Smiths employment with the Company terminated on September 30, 2006. 16




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##### Table of Contents



Employment Agreements
  Terms of Freidheim Arrangement
  Terms of Paris Agreements
 Paris Employment Agreement
   17




---



##### Table of Contents



Paris Separation Agreement
  Terms of Stoklosa Agreement
  18




---



##### Table of Contents



Terms of Cruickshank Agreement
 Chicago
Sun-Times
  Terms of McDonough Agreement
   Terms of Van Horn Agreements
 Van Horn Employment Agreement
   Van Horn Separation Agreement
  19




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##### Table of Contents



20




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    Stock AwardsEquityIncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    Equity IncentiveNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Plan Awards:Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market or PayoutUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Number of Shares
    
    Market Value of
    
    Unearned Share
    
    Value of UnearnedUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    or Units of Stock
    
    Shares or Units of
    
    s, Units or Other
    
    Shares, Units orOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    That Have Not
    
    Stock That Have
    
    Rights That Have
    
    Other Rights That(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Not Vested
    
    Not Vested
    
    Have Not VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($/Sh)
    
    Date
    
    (#)(1)
    
    ($)(2)
    
    (#)
    
    ($)(2)Cyrus F. Freidheim,
Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (3)
    
    $
    491,000
    
    
    
    100,000
    (4)
    
    $
    491,000Gordon A. Paris(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gregory A.
Stoklosa(6)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,082
    
    
    $
    137,883
    
    
    
    
    
    
    
    John D. Cruickshank
    
    
    14,132
    (7)
    
    
    
    
    
    
    
    
    
    $
    10.57
    
    
    
    5/4/2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,132
    (7)
    
    
    
    
    
    
    
    
    
    $
    7.45
    
    
    
    3/6/2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,665
    (7)
    
    
    
    
    
    
    
    
    
    $
    10.17
    
    
    
    4/1/2011
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,198
    (7)
    
    
    
    
    
    
    
    
    
    $
    7.88
    
    
    
    2/4/2012
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,138
    (7)
    
    
    6,713
    (7)
    
    
    
    
    
    $
    6.69
    
    
    
    2/5/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,136
    
    
    $
    157,788
    
    
    
    
    
    
    
    James D. McDonough
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,585
    
    
    $
    42,153
    
    
    
    
    
    
    
    Thomas L. Kram
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,585
    
    
    $
    42,153
    
    
    
    
    
    
    
    
 21




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##### Table of Contents



Option Awards
    
    Stock AwardsEquityIncentivePlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    Equity IncentiveNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    Plan Awards:Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market or PayoutUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Number of Shares
    
    Market Value of
    
    Unearned Share
    
    Value of UnearnedUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    or Units of Stock
    
    Shares or Units of
    
    s, Units or Other
    
    Shares, Units orOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    That Have Not
    
    Stock That Have
    
    Rights That Have
    
    Other Rights That(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Vested
    
    Not Vested
    
    Not Vested
    
    Have Not VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($/Sh)
    
    Date
    
    (#)(1)
    
    ($)(2)
    
    (#)
    
    ($)(2)James R. Van Horn(8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert T. Smith(9)
    
    
    21,198
    (10)
    
    
    
    
    
    
    
    
    
    $
    8.23
    
    
    
    10/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,264
    (10)
    
    
    
    
    
    
    
    
    
    $
    7.45
    
    
    
    10/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,264
    (10)
    
    
    
    
    
    
    
    
    
    $
    10.17
    
    
    
    10/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,264
    (10)
    
    
    
    
    
    
    
    
    
    $
    7.88
    
    
    
    10/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,144
    (10)
    
    
    
    
    
    
    
    
    
    $
    6.69
    
    
    
    10/31/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The amounts in this column (other than those for Mr. Freidheim (as to which see Note (3) to
this table below)) consist of DSUs awarded pursuant to the Companys LTIP and 1999 Stock
Incentive Plan. Mr. Cruickshank was granted 20,000 DSUs on January 26, 2005 and 17,442 DSUs
on December 9, 2005; Mr. Stoklosa was granted 20,000 DSUs on March 14, 2005 and 17,442 DSUs on
December 9, 2005; Mr. McDonough was granted 4,446 DSUs on January 26, 2005 and 7,000 DSUs on
December 9, 2005; and Mr. Kram was granted 4,446 DSUs on January 26, 2005 and 7,000 DSUs on
December 9, 2005. The DSUs vest 25% per year on the first through fourth anniversaries of the
date of grant and will be settled in shares of the Companys Class A common stock upon
vesting. DSUs are not entitled to receive regular dividend or dividend-equivalent payments.
As a result of a special dividend declared and paid by the Company in respect of the Companys
common stock in early 2005 ($3.00 per share), the value of the DSUs that were granted prior to
the date of the special dividend decreased as a result of the corresponding decrease in the
market price of the Companys Class A common stock. The Company granted additional DSUs, based
on the amount of the special dividend, to the holders of the prior DSUs to make them whole.
The additional DSUs awarded to Messrs. Cruickshank, McDonough and Kram are as follows: The
Company granted Mr. Cruickshank 5,405 DSUs on March 1, 2005 in respect of the effect of the
special dividend on Mr. Cruickshanks January 26, 2005 DSU grant and the Company granted each
of Messrs. McDonough and Kram 946 DSUs on March 1, 2005 in respect of the effect of the
special dividend on each of their January 26, 2005 DSU grants.(2)
    
    Amounts are calculated based upon the per share closing price of the Class A common stock on
December 31, 2006 of $4.91.(3)
    
    Consists of a grant of 100,000 shares of restricted Class A common stock that vest 50% on
each of November 15, 2007 and November 15, 2008.(4)
    
    Consists of a grant of a stock opportunity award pursuant to which Mr. Freidheim will be
eligible to earn (i) 50,000 shares of the Companys Class A common stock when the average
daily closing price of a share of the Companys Class A common stock over any consecutive
four-month period exceeds $7.00 (threshold performance), and an additional 50,000 shares of
the Companys Class A common stock when the average daily closing price of a share of the
Companys Class A common stock over any consecutive four-month period exceeds $8.00, $9.00 and
$10.00, respectively (so that a maximum of 200,000 shares of the Companys Class A common
stock may be earned under this portion of the stock opportunity award) and (ii) 50,000 shares
(at threshold), 100,000 shares (at target) or 200,000 shares (at maximum) based on performance
against two-year EBITDA-based targets and other long-term corporate objectives (so that a
maximum of 400,000 shares of the Companys Class A common stock in the aggregate may be earned
under both portions of the stock opportunity award). Amounts shown are based on achieving
threshold performance under both portions of the stock opportunity award.(5)
    
    Mr. Paris ceased to be President and Chief Executive Officer of the Company on November 14,
2006 and his employment with the Company terminated on December 29, 2006. Mr. Paris continues
to serve as a director of the Company. Pursuant to the terms of the Paris Employment
Agreement and the Paris Separation Agreement, all equity-based awards previously granted to
Mr. Paris became immediately fully vested as of December 29, 2006. See Potential Payments
Upon Termination or Change of ControlNamed Executive Officers Who Are No Longer Employed With
the CompanyMr. Paris.(6)
    
    Mr. Stoklosa ceased to be Vice President and Chief Financial Officer of the Company on
February 16, 2007 and his employment with the Company terminated on March 16, 2007. Pursuant
to the terms of the Stoklosa Agreement, all unvested equity-based awards held by Mr. Stoklosa
which, in accordance with applicable vesting schedules, would have vested during the
Continuation Period (as defined therein) became fully vested and payable and all other
unvested equity-based awards were forfeited. See Potential Payments Upon Termination or
Change of ControlNamed Executive Officers Who Are No Longer Employed With the CompanyMr.
Stoklosa. 22




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##### Table of Contents



(7)
    
    Options held by Mr. Cruickshank were awarded pursuant to the Companys 1999 Stock Incentive
Plan. Option grants vest 25% per year on the first through fourth anniversaries of the date
of grant, subject to continued employment on each such date. The number of shares represented
by each option, and the per share exercise price, were adjusted by the Board of Directors of
the Company in 2005 to preserve the value of options in light of the two special dividends
declared and paid in respect of the Companys common stock in late 2004 and early 2005. The
number of shares and exercise prices presented herein reflect this adjustment.(8)
    
    Mr. Van Horns employment with the Company terminated on December 29, 2006. Pursuant to the
terms of the Van Horn Employment Agreement and the Van Horn Separation Agreement, as of
December 29, 2006, all unvested equity-based awards held by Mr. Van Horn that would have
vested under the original vesting schedule for such awards at any time during 2007 became
immediately fully vested and all other unvested equity-based awards immediately terminated.
See Potential Payments Upon Termination or Change of ControlNamed Executive Officers Who
Are No Longer Employed With the CompanyMr. Van Horn.(9)
    
    Mr. Smiths employment with the Company terminated on September 30, 2006. Mr. Smiths
outstanding DSUs with respect to 7,146 shares of Company Class A common stock that had not yet
vested by reason of elapsed time from the date of grant vested as of the date of termination
of employment. See Potential Payments Upon Termination or Change of ControlNamed Executive
Officers Who Are No Longer Employed With the CompanyMr. Smith.(10)
    
    Options held by Mr. Smith were awarded pursuant to the Companys 1999 Stock Incentive Plan.
Option grants vest 25% per year on the first through fourth anniversaries of the date of
grant, subject to continued employment on each such date. The number of shares represented by
each option, and the per share exercise price, were adjusted by the Board of Directors of the
Company in 2005 to preserve the value of options in light of the two special dividends
declared and paid in respect of the Companys common stock in late 2004 and early 2005. The
number of shares and exercise prices presented herein reflect this adjustment. Pursuant to
the terms of the Smith Separation Agreement, all unvested and unexpired options to acquire
Class A common stock of the Company terminated on his date of termination of employment,
except that his outstanding options to purchase 6,536 shares of Company Class A common stock
at an exercise price of $6.69 per share, that would otherwise have vested on February 6, 2007,
were treated as fully vested, and Mr. Smith will be able to exercise his vested options
through October 31, 2007, unless otherwise agreed by the Company. See Potential Payments
Upon Termination or Change of ControlNamed Executive Officers Who Are No Longer Employed With
the CompanyMr. Smith. 23




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##### Table of Contents



OPTION EXERCISES AND STOCK VESTED
 Option Awards
    
    Stock AwardsNumber of SharesNumber of Shares
    
    Value Realized on
    
    Acquired
    
    Value Realized onAcquired on Exercise
    
    Exercise
    
    on Vesting
    
    VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)(1)Cyrus F. Freidheim,
Jr.
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gordon A. Paris(2)
    
    
    
    
    
    
    
    
    
    
    130,814
    
    
    $
    642,297Gregory A.
Stoklosa(3)
    
    
    
    
    
    
    
    
    
    
    9,361
    
    
    $
    64,268John D. Cruickshank
    
    
    
    
    
    
    
    
    
    
    10,712
    
    
    $
    76,664James D. McDonough
    
    
    
    
    
    
    
    
    
    
    2,861
    
    
    $
    18,101Thomas L. Kram
    
    
    
    
    
    
    
    
    
    
    2,861
    
    
    $
    18,101James R. Van Horn(4)
    
    
    
    
    
    
    
    
    
    
    19,700
    
    
    $
    114,321Robert T. Smith(5)
    
    
    
    
    
    
    
    
    
    
    9,547
    
    
    $
    67,735
 
 (1)
    
    Amounts are calculated based upon the per share closing price of the Class A common stock on
the applicable vesting date.(2)
    
    Mr. Paris ceased to be President and Chief Executive Officer of the Company on November 14,
2006 and his employment with the Company terminated on December 29, 2006. Mr. Paris continues
to serve as a director of the Company. In accordance with the terms of the Paris Employment
Agreement and the Paris Separation Agreement, all DSUs previously granted to Mr. Paris became
immediately fully vested and payable as of December 29, 2006. See Potential Payments Upon
Termination or Change of ControlNamed Executive Officers Who Are No Longer Employed With the
CompanyMr. Paris.(3)
    
    Mr. Stoklosa ceased to be Vice President and Chief Financial Officer of the Company on
February 16, 2007 and his employment with the Company terminated on March 16, 2007.(4)
    
    Mr. Van Horns employment with the Company terminated on December 29, 2006. In accordance
with the terms of the Van Horn Employment Agreement and the Van Horn Separation Agreement, all
unvested DSUs previously granted to Mr. Van Horn that would have vested under the original
vesting schedule for such awards at any time during 2007 became immediately fully vested as of
December 29, 2006 and all other unvested equity-based awards immediately terminated. See
Potential Payments Upon Termination or Change of ControlNamed Executive Officers Who Are No
Longer Employed With the CompanyMr. Van Horn.(5)
    
    Mr. Smiths employment with the Company terminated on September 30, 2006. In accordance with
the terms of the Smith Separation Agreement, Mr. Smiths outstanding DSUs with respect to
7,146 shares of the Companys Class A common stock that had not yet vested by reason of
elapsed time from the date of grant vested as of the date of termination of employment
(September 30, 2006). Distribution of shares of the Companys Class A common stock in
satisfaction of all of Mr. Smiths vested DSUs was not made until April 1, 2007. See
Potential Payments Upon Termination or Change of ControlNamed Executive Officers Who Are No
Longer Employed With the CompanyMr. Smith. Potential Payments Upon Termination or Change of Control
  24




---



##### Table of Contents



Named Executive Officers Who Are Still Employed With the Company
 Mr. Freidheim
  Mr. Cruickshank
     25




---



##### Table of Contents



Mr. McDonough
     Mr. Kram
  26




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##### Table of Contents



and
 Estimated Value of Benefits to be Received Upon Involuntary Separation Not Related to a Change of
Control
  Health and WelfareValue of Unvested
    
    BenefitCash Payment
    
    Equity Awards
    
    Continuation
    
    Total Value of all Payments and BenefitsName
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)Cyrus F. Freidheim,
Jr.
    
    $
    1,360,000
    
    
    $
    245,500
    (2)
    
    $
    23,561
    
    
    $
    1,629,061John D. Cruickshank
    
    $
    1,000,000
    (3)
    
    $
    52,595
    
    
    $
    40,373
    
    
    $
    1,092,968James D. McDonough
    
    $
    550,000
    
    
    $
    14,048
    
    
    $
    21,706
    
    
    $
    585,754Thomas L. Kram
    
    $
    230,000
    
    
    
    
    
    
    $
    11,638
    
    
    $
    241,638
 
 (1)
    
    Amounts are calculated based upon the value of shares the vesting of which would accelerate
using the per share closing price of the Class A common stock on December 31, 2006 of $4.91.(2)
    
    Reflects accelerated vesting of 50,000 shares of restricted stock using the per share closing
price of the Class A common stock on December 31, 2006 of $4.91. If Mr. Freidheims
employment is terminated by the Company (other than for cause or due to death or disability),
he has 12 months from the date of termination to earn his stock opportunity award. None of
the targets for the stock opportunity award had been met as of December 31, 2006 and the
targets for the EBITDA Award portion of the stock opportunity award are, by their terms, not
attainable by December 31, 2007. If all the targets for the remaining portion of the stock
opportunity award were to be met by December 31, 2007, Mr. Freidheim would earn an additional
200,000 shares of Class A common stock, which, using the per share closing price of the Class
A common stock on December 31, 2006 of $4.91, would be valued at $982,000.(3)
    
    With respect to Mr. Cruickshanks Cash Incentive Award granted in 2005, assumes that no
change of control will occur within six months after December 31, 2006, which might otherwise
entitle Mr. Cruickshank to the reinstatement of his award that would be forfeited upon
termination without a change of control. As of December 31, 2006, the threshold target for
Mr. Cruickshanks Cash Incentive Award had not been met and no portion of the Cash Incentive
Award had been earned. Estimated Value of Benefits to be Received Upon a Qualifying Termination following a Change of
Control
  27




---



##### Table of Contents



Cash
    
    Value of Unvested
    
    Health and Welfare
    
    Excise Tax
    
    Total Value of all PaymentsPayment
    
    Equity Awards
    
    Benefit Continuation
    
    Gross-Up
    
    and BenefitsName
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)Cyrus F. Freidheim,
Jr.(2)
    
    $
    1,360,000
    
    
    $
    491,000
    (3)
    
    $
    11,781
    
    
    
    
    
    
    $
    1,862,781John D. Cruickshank
    
    $
    1,700,000
    (4)
    
    $
    157,784
    
    
    $
    80,746
    
    
    $
    815,000
    
    
    $
    2,753,530James D. McDonough
    
    $
    962,500
    
    
    $
    42,152
    
    
    $
    43,412
    
    
    
    
    
    
    $
    1,048,064Thomas L. Kram
    
    $
    230,000
    
    
    $
    42,152
    
    
    $
    11,638
    
    
    
    
    
    
    $
    283,790
 
 (1)
    
    Amounts are calculated based upon the value of shares the vesting of which would accelerate
using the per share closing price of the Class A common stock on December 31, 2006 of $4.91.(2)
    
    Mr. Freidheim has not yet entered into a Change of Control Agreement with the Company. These
amounts assume that such an agreement will be entered into as contemplated by the Freidheim
Arrangement.(3)
    
    Mr. Freidheim has not yet entered into a Change of Control Agreement with the Company. These
amounts assume that such an agreement will be entered into as contemplated by the Freidheim
Arrangement. Based upon such assumption, if, within 24 months after a change of control, Mr.
Freidheims employment is terminated by the Company without cause or by Mr. Freidheim for good
reason, his award of 100,000 restricted shares of Class A common stock becomes immediately
vested and Mr. Freidheim has 12 months from the date of termination to earn his stock
opportunity award. Reflects accelerated vesting of 100,000 shares of restricted stock using
the per share closing price of the Class A common stock on December 31, 2006 of $4.91. None
of the targets for the stock opportunity award had been met as of December 31, 2006 and the
targets for the EBITDA Award portion of the stock opportunity award are, by their terms, not
attainable by December 31, 2007. If all the targets for the remaining portion of the stock
opportunity award were to be met by December 31, 2007, Mr. Freidheim would earn an additional
200,000 shares of Class A common stock, which, using the per share closing price of the Class
A common stock on December 31, 2006 of $4.91, would be valued at $982,000.(4)
    
    As of December 31, 2006, the threshold target for Mr. Cruickshanks Cash Incentive Award had
not been met and no portion of the Cash Incentive Award had been earned.  Named Executive Officers Who Are No Longer Employed With the Company
 Mr. Paris
  28




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##### Table of Contents



Mr. Stoklosa
   Mr. Van Horn
  29




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##### Table of Contents



Mr. Smith
   30




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##### Table of Contents



Value of Benefits Received Upon Termination
  Total Value of allValue of Unvested
    
    Health and Welfare Benefit
    
    Payments andCash Payment
    
    Equity Awards
    
    Continuation
    
    BenefitsName
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)Gordon A. Paris
    
    $
    2,700,000
    
    
    $
    642,297
    
    
    $
    41,920
    
    
    $
    3,384,217Gregory A. Stoklosa
    
    $
    1,286,021
    
    
    $
    70,114
    
    
    $
    74,892
    
    
    $
    1,431,027James R. Van Horn
    
    $
    1,075,000
    
    
    $
    48,367
    
    
    $
    42,164
    
    
    $
    1,165,531Robert T. Smith
    
    $
    545,000
    
    
    $
    47,021
    
    
    $
    18,401
    
    
    $
    610,422
 
 (1)
    
    Amounts are calculated based upon the value of shares that vested as a result of termination
using the per share closing price of the Class A common stock on the applicable date of
termination. Directors Compensation
    31




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##### Table of Contents



Fees Earned or Paid inCash
    
    Stock Awards
    
    Option Awards
    
    TotalName
    
    ($)
    
    ($)(1)
    
    ($)
    
    ($)Current DirectorsJohn F. Bard
    
    $
    101,500
    
    
    $
    72,304
    
    
    
    
    
    
    $
    173,804Cyrus F. Freidheim, Jr.(2)
    
    $
    76,000
    
    
    $
    54,934
    
    
    
    
    
    
    $
    130,934John M. OBrien
    
    $
    122,000
    
    
    $
    53,430
    
    
    
    
    
    
    $
    175,430Gordon A. Paris(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Graham W. Savage
    
    $
    158,000
    
    
    $
    53,430
    
    
    
    
    
    
    $
    211,430Raymond G.H. Seitz
    
    $
    180,500
    
    
    $
    104,615
    
    
    
    
    
    
    $
    285,115Raymond S. Troubh
    
    $
    78,000
    
    
    $
    53,430
    
    
    
    
    
    
    $
    131,430Former DirectorsStanley M. Beck, Q.C.(3)
    
    $
    24,500
    
    
    $
    29,154
    
    
    
    
    
    
    $
    53,654Randall C. Benson(3)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Daniel W. Colson(4)
    
    $
    3,000
    
    
    
    
    
    
    $
    67,889
    (5)
    
    $
    70,889Henry A. Kissinger(4)
    
    $
    3,000
    
    
    
    
    
    
    
    
    
    
    $
    3,000Shmuel Meitar(4)
    
    $
    3,000
    
    
    
    
    
    
    
    
    
    
    $
    3,000Richard N. Perle(4)
    
    $
    3,000
    
    
    
    
    
    
    $
    3,825
    (6)
    
    $
    6,825James R. Thompson(4)
    
    $
    3,000
    
    
    
    
    
    
    
    
    
    
    $
    3,000
 
 (1)
    
    The amounts reflect the dollar amount recognized for financial statement reporting purposes
for the fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with respect to
DSUs, and dividend equivalent DSUs declared and paid thereon, which are issuable in the form
of shares upon the termination of a directors service as a member of the Board. Assumptions
used in the calculation of these amounts are included in Note 15 to the Companys audited
financial statements for the fiscal year ended December 31, 2006 included in the Companys
Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16,
2007.(2)
    
    Mr. Freidheim succeeded Mr. Paris as President and Chief Executive Officer of the Company on
November 14, 2006. Subsequent to that date, Mr. Freidheim ceased being compensated by the
Company as a non-management director and was compensated by the Company as its Chief Executive
Officer. See Summary Compensation Table for Named Executive Officers. Mr. Paris continued
as an employee of the Company until December 29, 2006.(3)
    
    Messrs. Beck and Benson resigned as members of the Board of Directors on July 13, 2006.(4)
    
    Messrs. Colson, Kissinger, Meitar, Perle and Thompson did not stand for re-election at the
2005 Annual Meeting of Stockholders and ceased being directors on January 24, 2006.(5)
    
    Because Mr. Colson was an employee of The Ravelston Corporation Limited (Ravelston), the
controlling stockholder of the Companys controlling stockholder, stock options granted to Mr.
Colson have been treated as dividends in-kind for financial statement reporting purposes in
accordance with FASB Financial Interpretation No. 44 Accounting for Certain Transactions
Involving Stock CompensationAn Interpretation of APR Opinion No. 25.The amount shown
reflects the dollar amount that would have been recognized for financial statement reporting
purposes for the fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with
respect to options to acquire shares of Class A common stock awarded to Mr. Colson pursuant to
the Companys 1999 Stock Incentive 32




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##### Table of Contents



Plan had Mr. Colson not been an employee of Ravelston. Assumptions used in the calculation of
these amounts are included in Note 15 to the Companys audited financial statements for the
fiscal year ended December 31, 2006 included in the Companys Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 16, 2007.(6)
    
    Reflects the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended December 31, 2006 in accordance with SFAS No. 123R with respect to options
to acquire shares of Class A common stock awarded to Mr. Perle pursuant to the Companys 1999
Stock Incentive Plan. Assumptions used in the calculation of these amounts are included in
Note 15 to the Companys audited financial statements for the fiscal year ended December 31,
2006 included in the Companys Annual Report on Form 10-K filed with the Securities and
Exchange Commission on March 16, 2007.
  Name
    
    Deferred Stock Units
    
    Grant Date Fair Value ($)John F. Bard
    
    
    10,843
    
    
    $
    72,304Cyrus F. Freidheim, Jr.
    
    
    7,277
    
    
    $
    54,934John M. OBrien
    
    
    7,825
    
    
    $
    53,430Gordon A. Paris
    
    
    
    
    
    
    Graham W. Savage
    
    
    7,825
    
    
    $
    53,430Raymond G.H. Seitz
    
    
    16,983
    
    
    $
    104,615Raymond S. Troubh
    
    
    7,825
    
    
    $
    53,430
 33




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  Class and Total Number of Shares
    
    PercentName and Address
    
    Beneficially Owned(1)
    
    of ClassTweedy, Browne Company LLC(2)
    
    
    8,878,514
    
    
    Class A Common
    
    
    13.6
    %350 Park Avenue 
New York, New York 10022Hollinger Inc. and affiliates(3)
    
    
    15,772,923
    #
    
    Class A Common
    
    
    19.7
    %10 Toronto Street
    
    
    14,990,000
    
    
    Class B Common
    
    
    100
    %Toronto, Ontario  
M5C 2B7 CanadaFranklin Mutual Advisors LLC(4)
    
    
    5,974,604
    
    
    Class A Common
    
    
    9.2
    %101 John F. Kennedy Parkway 
Short Hills, NJ 07078K Capital Partners, LLC (5)
    
    
    4,979,410
    
    
    Class A Common
    
    
    7.6
    %75 Park Plaza 
Boston, MA 02116Cardinal Capital Management, LLC(6)
    
    
    4,360,670
    
    
    Class A Common
    
    
    6.7
    %One Fawcet Place
Greenwich, Connecticut 06830Morgan Stanley(7)
    
    
    3,477,535
    
    
    Class A Common
    
    
    5.3
    %1585 Broadway 
New York, NY 10036John F. Bard
    
    
    13,114
    
    
    Class A Common
    
    
    *John D. Cruickshank
    
    
    133,966
    
    
    Class A Common
    
    
    *Herbert A. Denton(8)
    
    
    38,008
    
    
    Class A Common
    
    
    *Cyrus F. Freidheim, Jr.
    
    
    26,277
    
    
    Class A Common
    
    
    *Thomas L. Kram
    
    
    8,743
    
    
    Class A Common
    
    
    *James D. McDonough
    
    
    10,152
    
    
    Class A Common
    
    
    *John M. OBrien
    
    
    10,096
    
    
    Class A Common
    
    
    *Gordon A. Paris
    
    
    231,563
    
    
    Class A Common
    
    
    *Graham W. Savage
    
    
    10,096
    
    
    Class A Common
    
    
    *Raymond G.H. Seitz
    
    
    24,605
    
    
    Class A Common
    
    
    *Robert T. Smith
    
    
    138,967
    
    
    Class A Common
    
    
    *Gregory A. Stoklosa
    
    
    15,601
    
    
    Class A Common
    
    
    *Raymond S. Troubh
    
    
    26,366
    
    
    Class A Common
    
    
    *James R. Van Horn
    
    
    17,566
    
    
    Class A Common
    
    
    *All current directors and executive officers as a group (11 persons)(9)
    
    
    532,986
    
    
    Class A Common
    
    
    *
 
 #
    
    Includes shares issuable upon conversion of Class B Common Stock.*
    
    An asterisk (*) indicates less than one percent of a class of stock.(1)
    
    Includes 93,978 and 132,134 shares subject to presently exercisable options or options exercisable within 60 days of April 25, 2007,
held by Messrs. Cruickshank and Smith, respectively, and issued under the Companys 1994 Stock Option Plan, 1997 Stock Incentive Plan
and 1999 Stock Incentive Plan (all of which are defined below). Also includes shares issuable pursuant to Deferred Stock Units
(DSUs) as follows: Mr. Bard 13,114 shares; Mr. Cruickshank 25,784 shares; Mr. Denton 1,508 shares; Mr. Freidheim 7,277 shares; Mr.
Kram 7,473 shares; Mr. McDonough 7,473 shares; Mr. OBrien 10,096 shares; Mr. Paris 2,270 shares; Mr. Savage 10,096 shares, Mr. Seitz
24,605 shares; and Mr. Troubh 11,366 shares.(2)
    
    As reported in Schedule 13D filed with the SEC on January 12, 2007. Tweedy Browne has investment discretion with respect to 8,878,514
shares of Class A Common Stock held in the accounts of various customers of Tweedy Browne, and has shared power to dispose or direct
the disposition of all such shares. Tweedy Browne has sole power to vote or to direct the voting of 8,833,269 shares of Class A Common
Stock that are held in certain customer accounts.(3)
    
    As reported in Schedule 13D filed with the SEC on February 14, 2007. Includes: (i)2,000,000 shares of Class A Common Stock issuable
upon conversion of 2,000,000 shares of Class B Common Stock held by Hollinger Inc.; (ii)12,990,000 shares of Class A Common Stock
issuable upon conversion of 12,990,000 shares of Class B Common Stock held by 4322525 Canada Inc. (Canada Co.), an indirect wholly
owned subsidiary of Hollinger Inc.; and (iii)782,923 shares of Class A Common Stock held by Canada Co. 34




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##### Table of Contents



(4)
    
    As reported in Schedule 13G filed with the SEC on January 31, 2007.(5)
    
    As reported in Schedule 13G filed with the SEC on February 14, 2007.(6)
    
    As reported in Schedule 13D filed with the SEC on January 31, 2007.(7)
    
    As reported in Schedule 13G filed with the SEC on February 14, 2007.(8)
    
    Includes 36,500 shares of Class A Common Stock held by Providence Recovery Partners, L.P., of which Mr. Denton is the Managing Partner.(9)
    
    The current directors and executive officers as a group (12 persons) were the beneficial owners of 532,986 shares of Class A Common
Stock (which includes presently exercisable options to purchase 93,978 shares of Class A Common Stock, 317,946 owned shares and
121,062 shares issuable pursuant to DSUs). Certain former directors and officers may still hold Retractable Common Shares of Hollinger
Inc. (Retractable Shares) (discussed below), which are exchangeable at the option of Hollinger Inc. for shares of the Companys
Class A Common Stock. The Company is currently unable to determine the exact amount of Retractable Shares currently held by current
and former directors and officers, but it is believed that Ravelston and certain direct and indirect subsidiaries hold 78.3% of the
outstanding Retractable Shares. Messrs. Stoklosa, Smith and Van Horn served as executive officers of the Company during 2006 but their
employment with the Company was terminated prior to the date hereof. Accordingly, because this line item reflects the beneficial
ownership of our current directors and executive officers, the beneficial ownership of Messrs. Stoklosa, Smith and Van Horn is not
included herein.
 Appointment of Receiver; Change of Control
  Pledges of Securities
    35




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##### Table of Contents



Shareholder Rights Plan
     
 Item 13. Certain Relationships and Related Transactions, and Director Independence
   Loan to Subsidiary of Hollinger Inc.
  36




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##### Table of Contents




    
    $25.8 million of the loan was repaid by the Hollinger Inc. subsidiary by application of
amounts due to it with respect to the repurchase of shares of Class A Common Stock and
redemption of shares of Series E Preferred Stock by the Company; and
    
    The remaining indebtedness of $20.4 million under the loan, according to the Companys
then incorrect calculation, was subordinated in right of payment to the Hollinger Inc. 11
7/8% Senior Secured Notes and bears interest at a rate of 14.25% if paid in cash and 16.5%
if paid in kind.
  Special Committee Costs; Advancement of Legal Fees
  Settlement Agreement with Messrs. Radler, Bradford and Horizon
  Director Independence
  
 Item 14. Principal Accountant Fees and Services
 de minimis
   37




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##### Table of Contents



Audit Services.
 Audit Related Services.
 Tax Services.
 Other Services.
  2006
    
    
    2005Audit fees(1)
    
    $
    5,507,000
    
    
    $
    4,522,000Audit-related fees(2)
    
    
    
    
    
    
    193,000Total audit and audit related fees
    
    
    5,507,000
    
    
    
    4,715,000Tax fees(3)
    
    
    1,321,000
    
    
    
    1,887,000All other fees
    
    
    
    
    
    
    Total fees
    
    $
    6,828,000
    
    
    $
    6,202,000
 
 (1)
    
    Audit fees for 2006 and 2005 include fees for the annual audit, quarterly reviews, and statutory audits.(2)
    
    Audit related fees consist of fees for employee benefit plan audits, assistance with the CanWest arbitration, due
diligence procedures performed and accounting advice with respect to dispositions.(3)
    
    Tax fees consist of fees for tax compliance, federal, state and international tax planning and transaction assistance. de minimis
 38




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Documents filed as part of this report
 List of Exhibits
 Exhibit No.
    
    Description of Exhibit
    
    Prior Filing3.1
    
    Restated Certificate of Incorporation.
    
    Incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.3.1.2
    
    Certificate of Amendment to Restated Certificate of Incorporation.
    
    Incorporated by reference to Exhibit 3.1.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed on August 9, 2006.3.2
    
    Bylaws of Hollinger International Inc., as amended.
    
    Incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.4.1
    
    Rights Agreement between Hollinger International Inc. and Mellon Investor Services LLC as Rights Agent, dated as of January 25, 2004.
    
    Incorporated by reference to Exhibit 4.1 to Item 5 of Current Report on Form 8-K dated January 26, 2004.4.2
    
    Amendment No. 1 to the Rights Agreement between Hollinger International Inc. and Mellon Investor Services LLC as Rights Agent, dated May 10, 2005.
    
    Incorporated by reference to Exhibit 4.1 to Item 1.01 of Current Report on Form 8-K dated May 11, 2005.4.3
    
    First Supplemental Indenture among Hollinger International Publishing Inc., the Company and Wachovia Trust Company, dated as of July 13, 2004.
    
    Incorporated by reference to Exhibit 99.1 to Item 5 of the Current Report on Form 8-K dated August 2, 2004.4.4
    
    Indenture dated as of December 23, 2002 among Hollinger International Publishing Inc., the Company and Wachovia Trust Company, National Association.
    
    Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2002.10.1
    
    Stock Purchase Agreement by and among Mirkaei Tikshoret Ltd., American Publishing Holdings, Inc. and Hollinger International Inc. dated as of November 16, 2004.
    
    Incorporated by reference to Exhibit 10.1 of Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.2
    
    Facilitation Agreement by and between Hollinger International Inc., Hollinger Canadian Newspapers, Limited Partnership, 3815668 Canada Inc., Hollinger Canadian Publishing Holdings Co., HCN Publications Company and CanWest Global Communications Corp. dated as of October 7, 2004.
    
    Incorporated by reference to Exhibit 10.2 of Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.3
    
    Agreement dated November 15, 2003 between Conrad M. Black and Hollinger International Inc.
    
    Incorporated by reference to Exhibit 99.1 to Item 5 of Current Report on Form 8-K dated January 6, 2004.10.4
    
    Business Opportunities Agreement between Hollinger Inc. and Hollinger International Inc., as amended and restated as of February 7, 1996.
    
    Incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.5
    
    Agreement, dated as of May 12, 2005, by and between Hollinger International Inc. and RSM Richter Inc., in its capacity as court appointed receiver and monitor of Ravelston Corporation Limited and Ravelston Management Inc.
    
    Incorporated by reference to Exhibit 10.7 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.6
    
    Amended Agreement of Compromise and Release of Outside Director Defendants Conditioned on Entry of Appropriate Order dated June 27, 2005.
    
    Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.
 39




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit
    
    Prior Filing10.7
    
    Release and Settlement Agreement between Peter Y. Atkinson and Hollinger International Inc. dated April 27, 2004, as amended.
    
    Incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005 and to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 filed on May 19, 2005.10.8
    
    Option Exercise and Escrow Agreement between Peter Y. Atkinson and Hollinger International Inc. dated as of April 27, 2004.
    
    Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.9
    
    Consulting Agreement between Peter Y. Atkinson and Hollinger International Inc. dated as of April 27, 2004.
    
    Incorporated by reference to Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.10
    
    Second Consulting Agreement between Peter Y. Atkinson and Hollinger International Inc. dated as of February 23, 2005.
    
    Incorporated by reference to Exhibit 10.12 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.11
    
    Compromise Agreement among Hollinger International Inc., Telegraph Group Limited and Daniel William Colson dated March 23, 2004.
    
    Incorporated by reference to Exhibit 10.23 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.12
    
    Amended and Restated Employment Agreement by and between Gordon A. Paris and Hollinger International Inc. dated as of January 31, 2006.
    
    Incorporated by reference to Exhibit 10.14 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.13
    
    Amended and Restated Employment Agreement by and between James R. Van Horn and Hollinger International Inc. dated as of January 31, 2006.
    
    Incorporated by reference to Exhibit 10.17 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.14
    
    Amended and Restated Employment Agreement by and between John Cruickshank and Hollinger International Inc. dated as of January 31, 2006.
    
    Incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.15
    
    Amended and Restated Employment Agreement by and between Gregory A. Stoklosa and Hollinger International Inc., dated as of January 31, 2006.
    
    Incorporated by reference to Exhibit 10.19 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.16
    
    Amended and Restated Deferred Stock Unit Agreement between Gordon A. Paris and Hollinger International Inc. dated as of January 31, 2006.
    
    Incorporated by reference to Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.17
    
    Form of Hollinger International Inc. Deferred Stock Unit Agreement.
    
    Incorporated by reference to Exhibit 99.1 to Item 8.01 of Current Report on Form 8-K dated February 22, 2005.10.18
    
    Amended Form of Hollinger International Inc. Deferred Stock Unit Agreement.
    
    Incorporated by reference to Exhibit 99.2 to Item 1.01 of Current Report on Form 8-K dated January 25, 2006.10.19
    
    Summaries of Principal Terms of 2004 Key Employee Retention Plan and Key Employee Severance Program.
    
    Incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.
 40




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##### Table of Contents



Exhibit No.
    
    Description of Exhibit
    
    Prior Filing10.20
    
    Notice dated April 13, 2004 to Option Plan Participants under Hollinger International Inc. 1994 Stock Option Plan, 1997 Stock Incentive Plan, and 1999 Stock Incentive Plan.
    
    Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K for the year ended December 31, 2003 filed on January 18, 2005.10.21
    
    Hollinger International Inc. 1999 Stock Incentive Plan.
    
    Incorporated by reference to Annex A to Report on Form DEF 14A dated March 24, 1999.10.22
    
    Hollinger International Inc. 1997 Stock Incentive Plan.
    
    Incorporated by reference to Annex A to Report on Form DEF 14A dated March 28, 1997.10.23
    
    American Publishing Company 1994 Stock Option Plan.
    
    Incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-1 (No. 33-74980).10.24
    
    Agreement of Compromise and Release among Cardinal Value Equity Partners, L.P., Hollinger International Inc., Dwayne O. Andreas, Richard R. Burt, Raymond G. Chambers, Henry A. Kissinger, Marie-Josee Kravis, Shmuel Meitar, Robert S. Strauss, A. Alfred Taubman, James R. Thompson, Lord Weidenfeld of Chelsea, Leslie H. Wexner, Gordon A. Paris, Graham W. Savage and Raymond G.H. Seitz dated May 4, 2005.
    
    Incorporated by reference to Exhibit 10.1 to Item 1.01 of Current Report on Form 8-K dated May 5, 2005.10.25
    
    Release and Settlement Agreement between Hollinger International Inc. and Torys LLP dated December 6, 2005.
    
    Incorporated by reference to Exhibit 10.30 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.26
    
    Share Purchase Agreement between HCPH Canadian Newspaper Holdings Co., Glacier Ventures International Corp., 6490239 Canada Inc., Hollinger International Inc. and Jamison Newspapers Inc. dated December 19, 2005.
    
    Incorporated by reference to Exhibit 10.31 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.27
    
    Share Purchase Agreement between Glacier Ventures International Corp., HCPH Canadian Newspaper Holdings Co. and Hollinger International Inc. dated December 19, 2005.
    
    Incorporated by reference to Exhibit 10.32 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.28
    
    Share Purchase Agreement between 0744062 B.C. Ltd., Glacier Ventures International Corp., Hollinger Canadian Publishing Holdings Co. and Hollinger International Inc. dated January 11, 2006.
    
    Incorporated by reference to Exhibit 10.33 to Annual Report on Form 10-K for the year ended December 31, 2005 filed on March 31, 2006.10.29
    
    Hollinger International Inc. 2006 Long-Term Incentive Plan.
    
    Incorporated by reference to Exhibit 99.1 to Item 1.01 of Current Report on Form 8-K dated January 25, 2006.10.30
    
    Separation Agreement between Sun-Times Media Group, Inc. and Gordon A. Paris dated September 13, 2006.
    
    Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 9, 2006.10.31
    
    Amendment, dated November 14, 2006, to Separation Agreement between Sun-Times Media Group, Inc. and Gordon A. Paris dated September 13, 2006.
    
    Incorporated by reference to Exhibit 99.2 to Item 5.02 of Current Report on Form 8-K dated November 15, 2006.10.32
    
    Separation Agreement between Sun-Times Media Group, Inc. and James Van Horn dated September 13, 2006.
    
    Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 9, 2006.10.33
    
    Separation Agreement between Sun-Times Media Group, Inc. and Robert T. Smith dated September 13, 2006.
    
    Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 filed on November 9, 2006.10.34
    
    Description of Material Terms of Compensation of Cyrus F. Freidheim, Jr. dated November 14, 2006.
    
    Incorporated by reference to Exhibit 99.1 to Item 5.02 of Current Report on Form 8-K dated November 15, 2006.
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##### Table of Contents



Exhibit No.
    
    Description of Exhibit
    
    Prior Filing10.35*
    
    Description of Material Terms of Compensation of William Barker III dated February 28, 2007.10.36
    
    Employment Agreement, dated December 14, 2006, between Sun-Times Media Group, Inc. and James D. McDonough.10.37
    
    Key Employee Severance Program Participation Agreement, dated October 20, 2006, between Sun-Times Media Group, Inc. and Thomas L. Kram.21.1*
    
    Significant Subsidiaries of Sun-Times Media Group, Inc.23.1*
    
    Consent of Independent Registered Public Accounting Firm.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a).31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a).32.1
    
    Certificate of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.32.2
    
    Certificate of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
 *
    
    Previously filed 42




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##### Table of Contents



SIGNATURES
  SUN-TIMES MEDIA GROUP, INC.(Registrant)By:
    
    /s/ Cyrus F. Freidheim, Jr.Cyrus F. Freidheim, Jr.President andChief Executive Officer
  43