Exhibit 99.1
LETTER OF TRANSMITTAL
HOLLINGER INC.
OFFER TO EXCHANGE
11 7/8% SENIOR NOTES DUE 2011
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED___________ , 2003,
FOR ALL ISSUED AND OUTSTANDING
11 7/8% SENIOR NOTES DUE 2011
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
______________, 2003, UNLESS THE EXCHANGE OFFER IS EXTENDED. TENDERS
MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
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The Exchange Agent for the Exchange Offer is:
WACHOVIA BANK, NATIONAL ASSOCIATION
By Regular Mail or By Certified or Registered By Facsimile: To Confirm by Telephone or
Hand Delivery: Mail or Overnight Courier: (Eligible Guarantor for Information Call:
Institutions Only)
Wachovia Bank, National Wachovia Bank, National Wachovia Bank, National
Association Association One Wachovia Center Association.
1525 West W.T. Blvd., 3C3 1525 West W.T. Blvd., 3C3 301 South College Street Attention: Corporate
Charlotte, NC 28288-1153 Charlotte, NC 28262 Charlotte, North Carolina Trust Administration
Attention: Marsha Rice Attention: Marsha Rice 28288-0609 Phone: (704) 590-7413
Corporate Trust Operations Corporate Trust Operations Attention: Corporate Trust
Administration
Fax: (704) 590-7628
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THOSE
LISTED ABOVE, OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF YOUR OLD NOTES.
By signing this Letter of Transmittal, you hereby acknowledge that you
have received and reviewed the Prospectus, dated , 2003, of Hollinger Inc.,
Ravelston Management Inc. ("RMI"), a wholly-owned subsidiary of our controlling
shareholder, The Ravelston Corporation Limited, and (2) 504468 N.B. Inc.
("NBI"), as Guarantors and this Letter of Transmittal. The Prospectus, together
with this Letter of Transmittal, constitutes Hollinger Inc.'s offer to
exchange an aggregate principal amount of up to $120,000,000 of its 11 7/8%
Senior Notes due 2011 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like principal
amount of our issued and outstanding 11 7/8% Senior Notes due 2011 (the "Old
Notes"). The Old Notes were issued in an offering under Rule 144A and Regulation
S of the Securities Act that was not registered under the Securities Act. This
Exchange Offer is being extended to all holders of the Old Notes.
If you decide to tender your Old Notes, and we accept the Old Notes,
this will constitute a binding agreement between you, Hollinger Inc, and RMI and
NBI, as Guarantors subject to the terms and conditions set forth in the
Prospectus and this Letter of Transmittal. Unless you comply with the procedures
described in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures," you must do one of the following on or prior to the
expiration of the Exchange Offer to participate in the Exchange Offer:
- tender your Old Notes by sending the certificates for your Old
Notes, in proper form for transfer, a properly completed and duly
executed Letter of Transmittal, with any required signature
guarantees, and all other documents required by this Letter of
Transmittal to the Exchange Agent at one of the addresses listed
above; or
- tender your Old Notes by using the book-entry transfer procedures
described in the Prospectus under the caption "The Exchange Offer
-- Book-Entry Transfer," and transmitting this Letter of
Transmittal, with any required signature guarantees, or an Agent's
Message (as defined below) instead of this Letter of Transmittal
to the Exchange Agent.
In order for a book-entry transfer to constitute a valid tender of your
Old Notes in the Exchange Offer, the Exchange Agent must receive a confirmation
of book-entry transfer (a "Book-Entry Confirmation") of your Old Notes into the
Exchange Agent's account at The Depository Trust Company prior to the expiration
of the Exchange Offer. The term "Agent's Message" means a message, transmitted
by The Depository Trust Company and received by the Exchange Agent and forming a
part of the Book-Entry Confirmation, which states that The Depository Trust
Company has received an express acknowledgment from you that you have received
and have agreed to be bound by the terms of this Letter of Transmittal. If you
use this procedure, we may enforce the Letter of Transmittal against you.
DELIVERY OF DOCUMENTS TO THE DEPOSITORY TRUST COMPANY'S BOOK-ENTRY
TRANSFER FACILITY WILL NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If you are a holder of Old Notes and wish to tender your Old Notes in
the Exchange Offer, but (1) the Old Notes are not immediately available, (2)
time will not permit your Old Notes or other required documents to reach the
Exchange Agent before the expiration of the Exchange Offer, or (3) the procedure
for book-entry transfer cannot be completed prior to the expiration of the
Exchange Offer, you may tender Old Notes by following the procedures described
in the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."
Only registered holders of Old Notes -- which term, for purposes of
this Letter of
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Transmittal, includes any participant in The Depository Trust Company's system
whose name appears on a security position listing as the owner of the Old Notes
- -- are entitled to tender their Old Notes for exchange in the Exchange Offer. If
you are a beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and you wish to
tender your Old Notes in the Exchange Offer, you should promptly contact the
person in whose name the Old Notes are registered and instruct that person to
tender on your behalf. If you wish to tender in the Exchange Offer on your own
behalf, prior to completing and executing this Letter of Transmittal and
delivering the certificates for your Old Notes, you must either make appropriate
arrangements to register ownership of the Old Notes in your name or obtain a
properly completed bond power from the person in whose name the Old Notes are
registered.
YOU MUST COMPLETE THIS LETTER OF TRANSMITTAL IF YOU ARE A REGISTERED
HOLDER OF OLD NOTES -- WHICH TERM, FOR PURPOSES OF THIS LETTER OF TRANSMITTAL,
INCLUDES ANY PARTICIPANT IN THE DEPOSITORY TRUST COMPANY'S SYSTEM WHOSE NAME
APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE OLD NOTES - AND
EITHER (1) YOU WISH TO TENDER THE CERTIFICATES REPRESENTING YOUR OLD NOTES TO
THE EXCHANGE AGENT TOGETHER WITH THIS LETTER OF TRANSMITTAL OR (2) YOU WISH TO
TENDER YOUR OLD NOTES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
THE DEPOSITORY TRUST COMPANY AND YOU ELECT TO SUBMIT THIS LETTER OF TRANSMITTAL
TO THE EXCHANGE AGENT INSTEAD OF AN AGENT'S MESSAGE.
In order to properly complete this Letter of Transmittal, you must: (1)
complete the box entitled "Description of Old Notes Tendered," (2) if
appropriate, check and complete the boxes relating to book-entry transfer and
guaranteed delivery and the boxes entitled "Special Issuance Instructions" and
"Special Delivery Instructions," (3) sign this Letter of Transmittal by
completing the box entitled "Sign Here" and (4) complete the box entitled
"Substitute Form W-9." By completing the box entitled "Description of Old Notes
Tendered" and signing below, you will have tendered your Old Notes for exchange
on the terms and conditions described in the Prospectus and this Letter of
Transmittal. You should read the detailed instructions below before completing
this Letter of Transmittal.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY BOX BELOW. TO BE COMPLETED
BY ALL TENDERING HOLDERS OF OLD NOTES.
DESCRIPTION OF OLD NOTES TENDERED (CUSIP NO. _____________)
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF REGISTERED HOLDER
1 2 3
- ----------- --------------------- ----------------
CERTIFICATE AGGREGATE PRINCIPAL PRINCIPAL AMOUNT
NUMBER(S)* AMOUNT OF OLD NOTE(S) TENDERED**
- ----------- --------------------- ----------------
___________ _____________________ ________________
___________ _____________________ ________________
___________ _____________________ ________________
___________ _____________________ ________________
TOTAL
___________ _____________________ ________________
* Need not be completed by holders who tender by book-entry transfer.
** The Old Notes tendered by this Letter of Transmittal must be in
denominations of $1,000 principal amount and any integral multiple
thereof. Unless otherwise indicated in column 3, a holder will be
deemed to have tendered ALL of the Old Notes represented by the
certificate(s) listed in column 1. (See Instruction 4)
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BOXES BELOW TO BE CHECKED AS APPLICABLE
[ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR OLD NOTES IS BEING
TENDERED WITH THIS LETTER OF TRANSMITTAL.
[ ] CHECK HERE IF THE CERTIFICATE(S) REPRESENTING YOUR OLD NOTES HAS BEEN
LOST, DESTROYED OR STOLEN AND YOU REQUIRE ASSISTANCE IN OBTAINING A NEW
CERTIFICATE(S).
Certificate Number(s) _______________________________________________
Principal Amount(s) Represented _______________________________________________
You must contact the Exchange Agent to obtain instructions for replacing lost,
destroyed or stolen certificate(s) representing Old Notes. (See Instruction 12)
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if New Notes or Old Notes not tendered or exchanged are to
be issued in the name of someone other than the registered holder of the Old
Notes whose name(s) appear below.
[ ] Old Note(s) to:
[ ] New Note(s) to:
Name _________________________________________________________
(Please Print)
Address _________________________________________________________
(Zip Code)
Telephone Number ( )
_________________________________________________________
_________________________________________________________
(Tax Identification or Social Security No.)
(See Instruction 9)
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SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if New Notes or Old Notes or Old Notes not tendered or
exchanged are to be delivered to someone other than the registered holder of the
Old Notes whose name(s) appear(s) below or to the registered holder at an
address other than that shown below.
[ ] Old Note(s) to:
[ ] New Note(s) to:
Name _________________________________________________________
(Please Print)
Address _________________________________________________________
(Zip Code)
Telephone Number ( )
_________________________________________________________
_________________________________________________________
(Tax Identification or Social Security No.)
(See Instruction 9)
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED OLD NOTES ARE BEING DELIVERED UNDER A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s) _____________________________________________
Window Ticket Number (if any) _____________________________________________
Date of Execution of Notice of
Guaranteed Delivery _____________________________________________
If delivered by Book-Entry Transfer, complete the following:
Name of Tendering Institution _____________________________________________
Account Number _____________________________________________
Transaction Code Number _____________________________________________
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BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST
COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution _____________________________________________
Account Number _____________________________________________
Transaction Code Number _____________________________________________
[ ] CHECK HERE IF OLD NOTES THAT ARE NOT TENDERED OR NOT EXCHANGED ARE TO
BE RETURNED BY CREDITING THE DEPOSITORY TRUST COMPANY ACCOUNT NUMBER
INDICATED ABOVE.
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, as
described in the Prospectus and this Letter of Transmittal, I hereby tender to
Hollinger Inc. the aggregate principal amount of Old Notes described above in
the box entitled "Description of Old Notes Tendered" in exchange for a like
principal amount of New Notes with the same maturity date which have been
registered under the Securities Act.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered by this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer--including, if the Exchange
Offer is extended or amended, the terms and conditions of any extension or
amendment--I hereby sell, assign and transfer to, or upon the order of,
Hollinger Inc. all right, title and interest in and to the Old Notes tendered by
this Letter of Transmittal. I hereby irrevocably constitute and appoint the
Exchange Agent as my agent and attorney-in-fact--with full knowledge that the
Exchange Agent is also acting as the agent of Hollinger Inc. in connection with
the Exchange Offer--with respect to the tendered Old Notes, with full power of
substitution, such power of attorney being deemed to be an irrevocable power
coupled with an interest, subject only to the right of withdrawal described in
the Prospectus, to (1) deliver certificates for the tendered Old Notes to
Hollinger Inc. together with all accompanying evidences of transfer and
authenticity to, or upon the order of, Hollinger Inc., upon receipt by the
Exchange Agent, as my agent, of the New Notes to be issued in exchange for the
tendered Old Notes, (2) present certificates for the tendered Old Notes for
transfer, and to transfer the tendered Old Notes on the books of Hollinger Inc.,
and (3) receive for the account of Hollinger Inc. all benefits and otherwise
exercise all rights of ownership of the tendered Old Notes, all in accordance
with the terms and conditions of the Exchange Offer.
I hereby represent and warrant that I have full power and authority to
tender, sell, assign and transfer the Old Notes tendered by this Letter of
Transmittal and that, when the tendered Old Notes are accepted for exchange,
Hollinger Inc. will acquire good, marketable and unencumbered title to the
tendered Old Notes, free and clear of all liens, restrictions, charges and
encumbrances, and that the tendered Old Notes are not subject to any adverse
claims or proxies. I will, upon request, execute and deliver any additional
documents deemed by Hollinger Inc. or the Exchange Agent to be necessary or
desirable to complete the exchange, sale, assignment and transfer of the Old
Notes tendered by this Letter of Transmittal, and I will comply with my
obligations, if any, under the Registration Rights Agreement, dated as of March
5, 2003 (the "Registration Rights Agreement"), by and among Hollinger Inc., RMI,
NIB and Wachovia Securities, Inc.
The name(s) and address(es) of the registered holder(s) --which term,
for purposes of this Letter of Transmittal, includes any participant in The
Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes--of the Old Notes tendered by this Letter
of Transmittal are printed above as they appear on the certificate(s)
representing the Old Notes. The certificate number(s) and the Old Notes that I
wish to tender are indicated in the appropriate boxes above.
Unless I have otherwise indicated by completing the box entitled
"Special Issuance Instructions" above, I hereby direct that the New Notes be
issued in the name(s) of the
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undersigned or, in the case of a book-entry transfer of Old Notes, that the New
Notes be credited to the account indicated above maintained with The Depository
Trust Company. Similarly, unless I have otherwise indicated by completing the
box entitled "Special Delivery Instructions," I hereby direct that the New Notes
be delivered to the address shown below my signature.
If I have (1) tendered any Old Notes that are not exchanged in the
Exchange Offer for any reason or (2) submitted certificates for more Old Notes
than I wish to tender, unless I have otherwise indicated by completing the boxes
entitled "Special Issuance Instructions" or "Special Delivery Instructions," I
hereby direct that certificates for any Old Notes that are not tendered or not
exchanged should be issued in the name of the undersigned, if applicable, and
delivered to the address shown below my signature or, in the case of a book-
entry transfer of Old Notes, that Old Notes that are not tendered or not
exchanged be credited to the account indicated above maintained with The
Depository Trust Company, in each case, at Hollinger Inc.'s expense, promptly
following the expiration or termination of the Exchange Offer.
I understand that if I decide to tender Old Notes, and Hollinger Inc.
accepts the Old Notes for exchange, this will constitute a binding agreement
between me and Hollinger Inc., subject to the terms and conditions set forth in
the Prospectus and this Letter of Transmittal.
I also recognize that, under certain circumstances described in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer," Hollinger Inc. may not be required to accept for exchange any of the Old
Notes tendered by this Letter of Transmittal.
By tendering Old Notes and executing this Letter of Transmittal, or
delivering an Agent's Message instead of this Letter of Transmittal, I hereby
represent and agree that: (1) I am not an "affiliate" (as defined in Rule 405
under the Securities Act) of Hollinger Inc.; (2) any New Notes I receive in the
Exchange Offer are being acquired by me in the ordinary course of my business;
(3) at the time of the commencement of the Exchange Offer, neither I nor, to my
knowledge, anyone receiving New Notes from me, has any arrangement or
understanding with any person to participate in the distribution (as defined in
the Securities Act) of the New Notes in violation of the Securities Act; (4) if
I am not a Participating Broker-Dealer (as defined below), that I am not engaged
in, and do not intend to engage in, the distribution of the New Notes; and (5)
if I am a Participating Broker-Dealer, that I will receive the New Notes for my
own account in exchange for Old Notes that I acquired as a result of my
market-making or other trading activities and that I will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
the New Notes I receive. As used in this Letter of Transmittal, a "Participating
Broker-Dealer" is a broker-dealer that receives New Notes for its own account in
exchange for Old Notes that it acquired as a result of market-making or other
trading activities. If I am a Participating Broker-Dealer, by making the
representation set forth above and delivering a prospectus in connection with
any resale transaction involving the New Notes, I understand that I will not be
deemed to have admitted that I am an "underwriter" within the meaning of the
Securities Act.
Hollinger Inc. has agreed, subject to the terms of the Registration
Rights Agreement, that for a period of not more than 180 days after the date of
acceptance of Old Notes for exchange, it will make the Prospectus, as amended or
supplemented from time to time, available to any Participating Broker-Dealer for
use in connection with resales of the New Notes. Each
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Participating Broker-Dealer, by tendering Old Notes and executing this Letter of
Transmittal, or delivering an Agent's Message instead of this Letter of
Transmittal, agrees that, upon receipt of notice from Hollinger Inc. of the
occurrence of any event or the discovery of any fact which makes any statement
contained or incorporated by reference in the Prospectus untrue in any material
respect or which causes the Prospectus to omit to state a material fact
necessary in order to make the statements contained or incorporated by reference
in the Prospectus, in light of the circumstances under which they were made, not
misleading, the Participating Broker-Dealer will suspend the sale of New Notes
under the Prospectus. Each Participating Broker-Dealer further agrees that, upon
receipt of a notice from Hollinger Inc. to suspend the sale of New Notes as
provided above, the Participating Broker-Dealer will suspend resales of the New
Notes until (1) Hollinger Inc. has amended or supplemented the Prospectus to
correct the misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or (2) Hollinger Inc.
has given notice that the sale of the New Notes may be resumed, as the case may
be. If Hollinger Inc. gives notice to suspend the sale of the New Notes as
provided above, it will extend the period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of New Notes by the number of days during the period from and
including the date of the giving of such notice to and including the date when
Participating Broker-Dealers receive copies of the supplemented or amended
Prospectus necessary to permit resales of the New Notes or to and including the
date on which Hollinger Inc. has given notice that the sale of New Notes may be
resumed, as the case may be.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of New Notes received in exchange for Old
Notes in the Exchange Offer must notify Hollinger Inc., on or prior to the
expiration of the Exchange Offer, that it is a Participating Broker-Dealer.
Participating Broker-Dealers must send the required written notice to Hollinger
Inc.'s executive offices located at 401 North Wabash Avenue, Chicago, Illinois
60611, Attention: Vice President and Treasurer, and this notice must be received
by Hollinger Inc. at or prior to the expiration of the Exchange Offer.
Interest on the New Notes will accrue (1) from the later of (a) the
last date to which interest was paid on the Old Notes surrendered in exchange
for the New Notes or (b) if the Old Notes are surrendered for exchange on a date
in a period which includes the record date for an interest payment date to occur
on or after the date of the exchange and as to which interest will be paid, the
date to which interest will be paid on such interest payment date or (2) if no
interest has been paid on the Old Notes, from and including March 5, 2003.
All authority conferred in or agreed to be conferred in this Letter of
Transmittal will survive my death or incapacity, and any obligation of mine
under this Letter of Transmittal will be binding upon my heirs, executors,
administrators, personal representatives, trustees in bankruptcy, legal
representatives, successors and assigns. Except as stated in the Prospectus,
this tender is irrevocable.
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SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
This Letter of Transmittal must be signed by (1) the registered holder(s)-which
term, for purposes of this Letter of Transmittal, includes any participant in
The Depository Trust Company's system whose name appears on a security position
listing as the holder of the Old Notes-exactly as the name(s) of the registered
holder(s) appear(s) on the certificate(s) for the Old Notes tendered or on the
register of holders maintained by Hollinger Inc., or (2) by any person(s)
authorized to become the registered holder(s) by endorsements and documents
transmitted with this Letter of Transmittal-including any opinions of counsel,
certifications and other information as may be required by Hollinger Inc. for
the Old Notes to comply with the restrictions on transfer applicable to the Old
Notes. If the signature below is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or another acting in a
similar fiduciary or representative capacity, please set forth the signer's full
title. (See Instruction 5)
X ____________________________________
X ____________________________________
SIGNATURE(S) OF NOTEHOLDER(S)
Dated: , 2003
____________________________________
Names ____________________________________
(PLEASE PRINT)
Capacity ____________________________________
Address ____________________________________
____________________________________
(zip code)
Tax Identification or Social Security No. ____________________________________
(SEE INSTRUCTION 9)
Area Code and Telephone No. ____________________________________
SIGNATURE(S) GUARANTEED
(SEE INSTRUCTION 2, IF REQUIRED)
Eligible Guarantor Institution ____________________________________
Official Signature ____________________________________
Dated: , 2003
____________________________________
TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD NOTES
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PAYOR'S NAME: WACHOVIA BANK, NATIONAL ASSOCIATION
- ---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I-Taxpayer Identification
FORM W-9 Number-For all accounts, enter your
Department Of The Treasury Internal Taxpayer Identification Number in -----------------------------
Revenue Service the box at right. (For most Social security number
individuals, this is your social
Payor's Request for Taxpayer security number.) If you do not OR
Identification Number ("TIN") have a number, see Instructions
Certify by signing and dating below. -----------------------------
Employer identification number
(If awaiting TIN write "Applied For")
----------------------------------------------------------------------------
PART II -- For Payees Exempt from Backup Withholding, see Instructions
- ---------------------------------------------------------------------------------------------------------------------
PART III CERTIFICATION -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service (the "IRS") that I am subject to backup withholding as
a result of a failure to report all interest or dividends, or (c) the
IRS has notified me that I am no longer subject to backup withholding.
(3) I am a U.S. Person (including a U.S. resident alien).
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and dividends on your
tax return.
Signature:____________________________________Date:____________ , 2003
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED
FOR" IN PART 1 OF THE SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and that I mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor within 60 days, the Payor
is required to withhold 28 percent of all cash payments made to me thereafter
until I provide a number.
SIGNATURE ____________________________________________ DATE ____________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 28 PERCENT OF ANY CASH PAYMENTS. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. You must complete this Letter of Transmittal if you are a
holder of Old Notes--which term, for purposes of this Letter of Transmittal,
includes any participant in The Depository Trust Company's system whose name
appears on a security position listing as the holder of the Old Notes--and
either (1) you wish to tender the certificates representing your Old Notes to
the Exchange Agent together with this Letter of Transmittal or (2) you wish to
tender your Old Notes by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company and you elect to submit this Letter of Transmittal
to the Exchange Agent instead of an Agent's Message. In order to constitute a
valid tender of your Old Notes, unless you comply with the procedures for
Guaranteed Delivery described below, the Exchange Agent must receive the
following documents at one of the addresses listed above on or prior to the
expiration of the Exchange Offer: (1) certificates for the Old Notes, in proper
form for transfer, or Book-Entry Confirmation of transfer of the Old Notes into
the Exchange Agent's account at The Depository Trust Company, (2) a properly
completed and duly executed Letter of Transmittal, with any required signature
guarantees, or, in the case of a Book-Entry Confirmation, an Agent's Message
instead of this Letter of Transmittal, and (3) all other documents required by
this Letter of Transmittal. Old Notes tendered in the Exchange Offer must be in
denominations of $1,000 principal amount and any integral multiple thereof.
If you are a holder of the Old Notes and wish to tender your Old Notes,
but (1) the certificates for Old Notes are not immediately available, (2) time
will not permit your certificates for Old Notes or other required documents to
reach the Exchange Agent before the expiration of the Exchange Offer, or (3) the
procedure for book-entry transfer cannot be completed prior to the expiration of
the Exchange Offer, you may effect a tender if: (1) the tender is made through
an Eligible Guarantor Institution (as defined below); (2) prior to the
expiration of the Exchange Offer, the Exchange Agent receives from an Eligible
Guarantor Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form we have provided, setting forth
your name and address and the amount of Old Notes you are tendering and stating
that the tender is being made by Notice of Guaranteed Delivery; and (3) the
Exchange Agent receives within three New York Stock Exchange, Inc. ("NYSE")
trading days after the date of execution of the Notice of Guaranteed Delivery:
(a) the certificates for all physically tendered Old Notes, in proper form for
transfer, or a Book-Entry Confirmation of transfer of the Old Notes into the
Exchange Agent's account at The Depository Trust Company, as the case may be,
(b) a properly completed and duly executed Letter of Transmittal, with any
required signature guarantees, or, in the case of a Book-Entry Confirmation, an
Agent's Message instead of the Letter of Transmittal, and (c) all other
documents required by the Letter of Transmittal. The Notice of Guaranteed
Delivery may be sent by overnight courier, hand delivery, registered or
certified mail or facsimile transmission and must include a guarantee by an
Eligible Guarantor Institution in the form set forth in the Notice.
THE METHOD OF DELIVERY OF CERTIFICATES FOR OLD NOTES, LETTERS OF
TRANSMITTAL, AGENT'S MESSAGES AND ALL OTHER REQUIRED DOCUMENTS IS AT YOUR
ELECTION. IF YOU DELIVER YOUR OLD NOTES BY MAIL, WE
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RECOMMEND REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN
ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. DO NOT
SEND CERTIFICATES FOR OLD NOTES, LETTERS OF TRANSMITTAL, AGENT'S MESSAGES OR
OTHER REQUIRED DOCUMENTS TO HOLLINGER INC.
Hollinger Inc. will not accept any alternative, conditional or
contingent tenders. Each tendering holder, by execution of this Letter of
Transmittal or delivery of an Agent's Message instead of this Letter of
Transmittal, waives any right to receive any notice of the acceptance of such
tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter
of Transmittal is required if:
(a) this Letter of Transmittal is signed by the registered
holder--which term, for purposes of this Letter of
Transmittal, includes any participant in The Depository Trust
Company's system whose name appears on a security position
listing as the owner of the Old Notes--of Old Notes tendered
with this Letter of Transmittal, unless such holder(s) has
completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery
Instructions" above, or
(b) the Old Notes are tendered for the account of a firm that is
an Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee
the signature(s) on this Letter of Transmittal. (See Instruction 5)
An "Eligible Guarantor Institution" (as defined in Rule 17Ad-15
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), means:
- Banks (as defined in Section 3(a) of the Federal Deposit
Insurance Act);
- Brokers, dealers, municipal securities dealers, municipal
securities brokers, government securities dealers and
government securities brokers (as defined in the Exchange
Act);
- Credit unions (as defined in Section 19B(1)(A) of the Federal
Reserve Act);
- National securities exchanges, registered securities
associations and clearing agencies (as these terms are defined
in the Exchange Act); and
- Savings associations (as defined in Section 3(b) of the
Federal Deposit Insurance Act).
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes Tendered" is inadequate, the certificate number(s)
and/or the principal amount of Old Notes and any other required information
should be listed on a separate signed schedule which is attached to this Letter
of Transmittal.
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4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes
will be accepted only in denominations of $1,000 principal amount and integral
multiples thereof. If you are tendering less than all of the Old Notes evidenced
by any certificate you are submitting, please fill in the principal amount of
Old Notes which are to be tendered in column 3 ("Principal Amount of Old Notes
Tendered") of the box entitled "Description of Old Notes Tendered." In that
case, unless you have otherwise indicated by completing the boxes entitled
"Special Issuance Instructions" or "Special Delivery Instructions", new
certificate(s) for the remainder of the Old Notes that were evidenced by your
old certificate(s) will be sent to the registered holder of the Old Notes,
promptly after the expiration of the Exchange Offer. All Old Notes represented
by certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided in this Letter of Transmittal, tenders of
Old Notes may be withdrawn at any time on or prior to the expiration of the
Exchange Offer. For a withdrawal to be effective, a written notice of withdrawal
must be received by the Exchange Agent prior to the expiration of the Exchange
Offer at one of the addresses listed above. Any notice of withdrawal must
specify the name of the person who tendered the Old Notes to be withdrawn,
identify the Old Notes to be withdrawn, including the principal amount of the
Old Notes, and, where certificates for Old Notes have been transmitted, specify
the name in which the Old Notes are registered, if different from that of the
withdrawing holder. If certificates for Old Notes have been delivered or
otherwise identified to the Exchange Agent, then, prior to the release of the
certificates, the withdrawing holder must also submit the serial numbers of the
particular certificates to be withdrawn and a signed notice of withdrawal with
signatures guaranteed by an Eligible Guarantor Institution unless the holder is
an Eligible Guarantor Institution. If Old Notes have been tendered using the
procedure for book-entry transfer described in the Prospectus under the caption
"The Exchange Offer--Book-Entry Transfer," any notice of withdrawal must specify
the name and number of the account at The Depository Trust Company to be
credited with the withdrawn Old Notes and otherwise comply with the procedures
of the book-entry transfer facility. All questions as to the validity, form and
eligibility--including time of receipt--of these notices will be determined by
Hollinger Inc. Any such determination will be final and binding. Any Old Notes
so withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Old Notes which have been tendered for
exchange but which are not exchanged for any reason will be returned to the
registered holder without cost to that holder as soon as practicable after
withdrawal, non-acceptance of tender or termination of the Exchange Offer. In
the case of Old Notes tendered using the procedure for book-entry transfer
described in the Prospectus under the caption "The Exchange Offer--Book-Entry
Transfer," the Old Notes will be credited to the tendering holder's account with
The Depository Trust Company. Properly withdrawn Old Notes may be retendered at
any time on or prior to the expiration of the Exchange Offer by following one of
the procedures described in the Prospectus under the caption "The Exchange
Offer--Procedures for Tendering Old Notes."
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Old Notes tendered hereby, the signature(s) must correspond
exactly with the name(s) as written on the face of the certificate(s) without
alteration, enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are registered in the name of
two or more joint
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owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different name(s) on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registered holders.
When this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes listed and transmitted by this Letter of Transmittal, no
endorsement(s) of certificate(s) or separate bond power(s) are required unless
New Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on the certificate(s) or bond power(s) must be
guaranteed by an Eligible Guarantor Institution.
If a person or persons other than the registered holder(s) of Old Notes
signs this Letter of Transmittal, certificates for the Old Notes must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered holder(s) that appears on the certificates for the
Old Notes and also must be accompanied by any opinions of counsel,
certifications and other information as Hollinger Inc. may require in accordance
with the restrictions on transfer applicable to the Old Notes. Signatures on
certificates or bond powers must be guaranteed by an Eligible Guarantor
Institution.
If you are a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation, or act in a similar fiduciary or
representative capacity, and wish to sign this Letter of Transmittal or any
certificates for Old Notes or bond powers, you must indicate your status when
signing. If you are acting in any of these capacities, you must submit proper
evidence satisfactory to us of your authority to so act unless we waive this
requirement.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are
to be issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be delivered to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained with The Depository Trust Company. (See Instruction 4)
7. IRREGULARITIES. All questions as to the validity, form,
eligibility--including time of receipt--and acceptance of Old Notes tendered for
exchange will be determined by Hollinger Inc. in its sole discretion. Our
determination will be final and binding. We reserve the absolute right to reject
any and all tenders of Old Notes improperly tendered or to not accept any Old
Notes, the acceptance of which might be unlawful as determined by us or our
counsel. We also reserve the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any Old Notes either
before or after the expiration of the Exchange Offer--including the right to
waive the ineligibility of any holder who seeks to tender Old Notes in the
Exchange Offer. Our interpretation of the terms and conditions of the Exchange
Offer as to any particular Old Notes either before or after the expiration of
the Exchange Offer--including the terms and conditions of the Letter of
Transmittal and the accompanying instructions--will be final and binding. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
for exchange must be cured within a reasonable period of time, as determined by
us.
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Neither we, the Exchange Agent nor any other person has any duty to give
notification of any defect or irregularity with respect to any tender of Old
Notes for exchange, nor will we have any liability for failure to give such
notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent at
the addresses and telephone number listed on the front of this Letter of
Transmittal. Additional copies of the Prospectus, this Letter of Transmittal or
the Notice of Guaranteed Delivery may be obtained from the Exchange Agent or
from your broker, dealer, commercial bank, trust company or other nominee.
9. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING. Federal
income tax law generally requires that a tendering holder whose Old Notes are
accepted for exchange must provide the Exchange Agent (as payor) with such
holder's correct Taxpayer Identification Number (a "TIN"). If the Exchange Agent
is not provided with the correct TIN of the holder or an adequate basis for an
exemption, such holder may be subject to backup withholding in an amount equal
to 28% of the amount of any reportable payments made after the exchange to such
tendering holder. If withholding results in an overpayment of taxes, a refund
may be obtained. If a holder fails to furnish a correct taxpayer identification
number to the Exchange Agent, the holder may be subject to a penalty of $50 for
each such failure.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that (i) the TIN provided is correct (or that such holder has applied
for and is awaiting a TIN) (ii) the holder is exempt from backup withholding,
the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends, or the Internal Revenue Service has notified the holder
that such holder is no longer subject to backup withholding, and (iii) that the
holder is a U.S. person (including a U.S. resident alien).
Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt holder
should write "Exempt" in Part 2 of Substitute Form W-9. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for additional instructions. In order for a
nonresident alien or foreign entity to qualify as exempt, such person must
submit a completed applicable Form W-8 BEN, Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding, signed under penalty of
perjury, attesting to such exempt status. Such form may be obtained from the
Exchange Agent.
If the Old Notes are held in more than one name or are not in the name
of the actual owner, consult the W-9 Guidelines for information on which TIN to
report.
If the holder does not have a TIN, such holder should consult the W-9
Guidelines for instructions on applying for a TIN, write "Applied For" in the
space for the TIN in Part 1 of the Substitute Form W-9, and sign and date the
Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification
Number set forth herein. If the holder does not provide such holder's
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TIN to the Exchange Agent within 60 days, backup withholding will begin and
continue until such holder furnishes such holder's TIN to the Exchange Agent.
NOTE: WRITING "APPLIED FOR" ON THE FORM MEANS THAT THE HOLDER HAS ALREADY
APPLIED FOR A TIN OR THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN THE NEAR
FUTURE.
10. WAIVER OF CONDITIONS. Hollinger Inc.'s obligation to complete
the Exchange Offer is subject to the conditions described in the Prospectus
under the caption "The Exchange Offer--Conditions to the Exchange Offer." These
conditions are for our benefit only and we may assert them regardless of the
circumstances giving rise to any condition. We may also waive any condition in
whole or in part at any time in our sole discretion. Our failure at any time to
exercise any of the foregoing rights will not constitute a waiver of that right
and each right is an ongoing right that we may assert at any time.
11. NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering holders of Old Notes, by
execution of this Letter of Transmittal, waive any right to receive notice of
the acceptance of Old Notes for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
check the box above regarding lost, destroyed or stolen certificates and
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.
13. TRANSFER TAXES. Hollinger Inc. will pay all transfer taxes, if
any, applicable to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter of Transmittal, or if a transfer tax is imposed for
any reason other than the transfer of Old Notes to Hollinger Inc. or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder. EXCEPT AS PROVIDED IN THIS INSTRUCTION
13, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD
NOTES SPECIFIED IN THIS LETTER OF TRANSMITTAL.
IMPORTANT: UNLESS YOU COMPLY WITH THE GUARANTEED DELIVERY PROCEDURES
DESCRIBED ABOVE, THIS LETTER OF TRANSMITTAL (OR A FACSIMILE OF THIS LETTER OF
TRANSMITTAL), OR, IN THE CASE OF OLD NOTES TENDERED BY BOOK-ENTRY TRANSFER TO
THE EXCHANGE AGENT'S ACCOUNT AT THE DEPOSITORY TRUST COMPANY, AN AGENT'S MESSAGE
INSTEAD OF THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION OF THE EXCHANGE
OFFER.
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