EXHIBIT 3.12

                                    BYLAWS OF
                         TORONTO SUN INTERNATIONAL, INC.

ARTICLE I.    NAME. The name of the corporation is Toronto Sun International,
Inc. (the "Corporation").

ARTICLE II.   STOCKHOLDERS

     SECTION 1 - ANNUAL MEETING. The annual meeting of the stockholders shall be
held annually at a time and place to be set by the Board of Directors.

     SECTION 2 - SPECIAL MEETING. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the Chairman, the President, the Secretary or the Board of Directors.

     SECTION 3 - NOTICE OF MEETING. Notice of meetings of stockholders shall be
given as required by applicable law.

     SECTION 4 - PLACE OF MEETING. Meetings of the stockholders shall be held at
the principal executive office of the Corporation or at such other place within
or without the State of Delaware as shall be specified or fixed in the notice of
such meetings or in the waiver of notice thereof.

     SECTION 5 - QUORUM. A majority in voting power of the outstanding shares of
the Corporation shall constitute a quorum.

ARTICLE III.  BOARD OF DIRECTORS

     SECTION 1 - GENERAL POWERS. Management and conduct of the affairs of the
Corporation shall be vested in and controlled by the Board of Directors.

     SECTION 2 - NUMBER. The Board of Directors shall consist of three members,
provided that the Board of Directors by resolution from time-to-time may
increase or decrease the number of Directors to any number not less than one,
and provided further that no reduction in the number of Directors shall have the
effect of shortening the term of any Director in office at the time such
resolution becomes effective.


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     SECTION 3 - QUALIFICATION. Directors shall be elected at the annual meeting
of stockholders and the term of office of each Director shall be until the next
annual meeting of stockholders and the election and qualification of his
successor. Members of the Board of Directors need not be residents of the State
of Delaware and need not be stockholders of the Corporation.

     SECTION 4 - TERMINATION OF OFFICE OF DIRECTOR; ELECTION OF SUCCESSOR OR NEW
DIRECTOR. The tenure of any Director of the Corporation shall automatically
terminate upon the effective date of his resignation submitted in writing to the
Board of Directors, upon his death or upon an affirmative vote by the Board of
Directors (in accordance with Section 5 of this Article III) to remove him from
office. Upon the termination of office of any Director as specified in the
preceding sentence, a successor to such Director shall be elected by vote of the
Board of Directors. Such successor shall, upon assuming office as a Director, be
subject to and governed by all the provisions of these Bylaws. In the event the
number of Directors is increased, the additional Directors shall be appointed by
the Board of Directors and, upon assuming office, shall be subject to and
governed by all the provisions of these Bylaws.

     SECTION 5 - DECISIONS BY BOARD OF DIRECTORS; QUORUM FOR MEETINGS. A
majority of the then members of the Board of Directors shall constitute a quorum
in order to permit the transaction of any business. In the absence of a quorum,
a majority of those Directors present may adjourn the meeting. The affirmative
vote of a majority of the Directors present at a Board of Directors' meeting at
which a quorum is present shall be necessary and sufficient to making of
decisions by the Board of Directors.

     Decisions made in accordance with the above provisions shall be the act of
the Board of Directors for any and all purposes.

     SECTION 6 - MEETINGS

     (a) IN GENERAL. Except as otherwise provided in these Bylaws, decisions of
the Board of Directors shall be made at duly constituted meetings. Regular
meetings may be held either within or without the State of Delaware, and shall
be held at such times and in such places as the Board of Directors may by
resolution determine in advance. Special meetings shall be convened at the
request of the Chairman of the Board of


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Directors, the President or any two members of the Board of Directors, and shall
be held at the time and place specified in such request. Nothing in these Bylaws
shall prohibit the Board of Directors from taking any action otherwise required
or permitted to be taken at a duly constituted meeting in any other manner
consistent with applicable law.

     (b) NOTICE. Notice of each special meeting of the Board shall, if mailed,
be addressed to each Director at the address designated by him for that purpose
or, if none is designated, at his last-known address at least three days before
the date on which the meeting is to be held; or such notice shall be sent to
each Director at such address by telegraph, cable, telecopy or telex, or be
delivered to him personally, not later than the day before the date on which
such meeting is to be held. Every such notice shall state the time and place of
the meeting but need not state the purposes of he meeting, except to the extent
required by law. If mailed, each notice shall be deemed given when deposited,
with postage thereon prepaid, in a post office or official depository under the
exclusive care and custody of the United States Postal Service. Such mailing
shall be by first-class mail. Whenever notice is required to be given any
Director under any provision of the General Corporation Law of the State of
Delaware or of the Corporation's Certificate of Incorporation or Bylaws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
Directors need be specified in any written waiver of notice.

ARTICLE IV.   OFFICERS

     SECTION 1 - OFFICERS. The officers of the Corporation shall consist of a
Chairman, a President, a Treasurer and Secretary and such other officers and
assistant officers as the Board of Directors of the Corporation may from
time-to-time appoint, or authorize the President to appoint.


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     SECTION 2 - QUALIFICATIONS AND TENURE. Officers and assistant officers of
the Corporation may, but need not, also be members of the Board of Directors.
The tenure in office of any officer shall terminate by the same acts or events
which are specified as terminating the tenure of a Director. In addition,
however, any officer or assistant officer appointed by the President and, if the
President is so authorized by the Board of Directors of the Corporation, any
officer or assistant officer appointed by the Board of Directors of the
Corporation, may be removed from office by the President upon such terms as the
President may specify in writing to such officer. Should any vacancy occur among
the officers by reason of any of the specified acts or events, the position
shall be filled by appointment made by the Board of Directors of the Corporation
or by the President, if he is so authorized by the Board of Directors of the
Corporation.

     SECTION 3 - DUTIES. The powers and duties of the several officers shall be
as provided from time-to-time by resolution or other directive of the Board of
Directors. In the absence of such provisions, the respective officers shall have
the powers and shall discharge the duties customarily and usually held and
performed by like officers of a corporation similar in organization and business
purposes to the Corporation.

     SECTION 4 - PAYMENT. Officers may be paid such reasonable compensation, if
any, as the Board of Directors may from time-to-time authorize and direct.

ARTICLE V.    CONTRACT, LOANS, CHECKS, AND DEPOSITS

     SECTION 1 - CONTRACTS. The Board of Directors may authorize any officer,
employee or agent to enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. Such authority may be
general or confined to specific instances and if the Board of Directors so
provides may be delegated by the person so authorized.

     SECTION 2 - LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances and if the Board of Directors so
provides may be delegated by the person so authorized.


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     SECTION 3 - CHECKS, DRAFTS, OR ORDERS. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by such officers, employees or
agents of the Corporation and in such manner as shall from time-to-time be
determined by resolution of the Board of Directors.

     SECTION 4 - DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time-to-time to the credit of the Corporation in such
banks, trust companies, or other depositaries as the Board of Directors may
select, or as may be selected by an officer, employee or agent of the
Corporation to whom such power may from time-to-time be delegated by the Board
of Directors.

ARTICLE VI.   CERTIFICATES FOR SHARES, TRANSFERS

     SECTION 1 - CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form (consistent with applicable law) as shall
be determined by the Board of Directors. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed, or mutilated certificate a new one may be
issued therefor on such terms and indemnity to the Corporation as the Board of
Directors may prescribe.

     SECTION 2 - TRANSFER OF SHARES. Transfer of shares of the Corporation shall
be made in the manner specified in the Uniform Commercial Code. The Corporation
shall maintain stock transfer books, and any transfer shall be registered
thereon only on request and surrender of the stock certificate representing the
transferred shares, duly endorsed. The Corporation shall have the absolute right
to recognize as the owner of any shares of stock issued by it, the person or
persons in whose name the certificate representing such shares stands according
to the books of the Corporation for all proper corporate purposes, including the
voting of the shares represented by the certificate at a


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regular or special meeting of stockholders, and the issuance and payment of
dividends on such shares.

ARTICLE VII.  FISCAL YEAR

     The fiscal year of the Corporation shall be set by the Board of Directors.

ARTICLE VIII. DIVIDENDS

     The Board of Directors may from time-to-time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by law.

ARTICLE IX.   SEAL

     The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state and year of incorporation and the words "Corporate Seal." The seal
shall be stamped or affixed to such documents as may be prescribed by law or
custom or by the Board of Directors.

ARTICLE X.    VOTING OF SHARES HELD

     Unless otherwise provided by resolution of the Board, the President may,
from time-to-time, appoint one or more attorneys or agents of the Corporation,
in the name and on behalf of the Corporation, to cast the votes which the
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose shares or securities may be held by the Corporation,
at meetings of the holders of stock or other securities of such other
corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers, or other instruments as he
may deem necessary or proper in the premises; or the President may himself
attend any meeting of the holders of the stock or other securities of any such
other corporation and thereat vote or exercise any or all other powers of


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the Corporation as the holder of such stock or other securities of such other
corporation.

ARTICLE XI.   INDEMNIFICATION

     Without limitation, the Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the General
Corporation Law of Delaware, upon such determination having been made as to his
good faith and conduct as is required by said General Corporation Law. Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation.

ARTICLE XII.  AMENDMENTS

     The holders of a majority in voting power of the outstanding shares of the
Corporation or the Board of Directors shall have the power by majority vote to
alter, amend, repeal, or add to any of the Bylaws of the Corporation, and to
adopt new bylaws in the place of any provisions deleted.