By: Mark Fitzgerald
When Hollinger Inc. served notice that it was going to counter-sue Hollinger International for allegedly stripping it of hundreds of millions in assets, International demanded the two top Inc. executives on its board of directors resign, and they did last Friday.
In a filing Monday with the U.S. Securities and Exchange Commission (SEC), however, it turns out that Inc. still wants a say in who replaces those two directors at International, which on Monday changed its name to Sun-Times Media Group (STMG).
The filing includes the full text of the letter delivering the resignations from the STMG board of Hollinger Inc.’s Chairman Stanley Beck and its chief restructuring officer, Randall C. Benson.
In the letter, Benson writes that “the board of Hollinger Inc. is considering whether it intends to nominate two completely non-affiliated directors to fill the vacancies we are creating on the board of Hollinger International and if so, what type of candidate would be most beneficial to International in the current circumstances.”
When Inc. was demanding seats on the International board last winter, it noted that it was the company’s controlling stakeholder with a 66.8% voting stake on 17.4% equity holdings.
Benson’s letter goes on to say that Hollinger believes that “persons with direct media or operating experience” would be the best candidates as directors. When Hollinger International was run by Conrad Black, its board was filled with luminaries such as Henry Kissinger and former Illinois Gov. James Thompson, who would later be scolded in an in-house investigation for being at least inattentive as Black and others were allegedly looting the publishing company to the tune of $400 million.
Benson said the decision to nominate STMG directors “remains an open item but if we choose to do so we will be pleased to submit our nominees to your Nominating Committee for consideration.”
There is no response from STMG in the SEC filing. A STMG spokesperson told E&P the board is taking the matter under consideration.