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Exhibit 99.3
TENDER FOR ALL OUTSTANDING 7 5/8% SENIOR NOTES DUE 2013
IN EXCHANGE FOR
7 5/8% SENIOR NOTES DUE 2013
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
OF
SUN MEDIA CORPORATION
To Registered Holders:
We are enclosing herewith the material listed below relating to the offer
(the "Exchange Offer") by Sun Media Corporation ("Sun Media") to exchange its
7 5/8% Senior Notes due 2013 (the "Exchange Notes"), which have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
stated amount at maturity of Sun Media's issued and outstanding 7 5/8% Senior
Notes due 2013 (the "Outstanding Notes") upon the terms and subject to the
conditions set forth in the Prospectus, dated March [ ], 2003, and the related
letter of transmittal.
Enclosed herewith are copies of the following documents:
1. Prospectus dated March [ ], 2003;
2. Letter of transmittal including the Guidelines for Certification of
Taxpayer Identifying Number;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder from Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you hold
Outstanding Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining such
client's instruction with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003,
UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Outstanding
Notes being tendered.
Pursuant to the letter of transmittal, each holder of Outstanding Notes will
represent to Sun Media that (i) the Exchange Notes acquired pursuant to the
Exchange Offer are being obtained in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is such holder,
(ii) neither the holder of the Outstanding Notes nor any such other person has
an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes, (iii) if the holder is not a broker-dealer,
or is a broker-dealer but will not receive Exchange Notes for its own account in
exchange for Outstanding Notes, neither the holder nor any such other person is
engaged in or intends to participate in a distribution of the Exchange Notes and
(iv) neither the holder nor any such other person is an "affiliate" of Sun Media
within the meaning of Rule 405 under the Securities Act or, if such person is an
"affiliate," that such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable. If the
tendering holder is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Outstanding Notes, such tendering holder will represent
on behalf of such broker-dealer that the Outstanding Notes to be exchanged for
the Exchange Notes were acquired by it as a result of market-making activities
or other trading activities, and acknowledge on behalf of such broker-dealer
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
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undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The enclosed Instruction to Registered Holder from Beneficial Owner contains
an authorization by the beneficial owner of the Outstanding Notes for you to
make the foregoing representations.
Sun Media will not pay any fee or commission to any broker or dealer or to
any other persons (other than the Exchange Agent for the Exchange Offer) in
connection with the solicitation of tenders of Outstanding Notes pursuant to the
Exchange Offer. Sun Media will pay or cause to be paid any transfer taxes
payable on the transfer of Outstanding Notes to it, except as otherwise provided
in Instruction 5 of the enclosed letter of transmittal.
Any inquiries you may have with respect to the Exchange Offer may be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Exchange Agent, National City Bank, in the manner set forth below.
The Exchange Agent for the Exchange Offer is:
NATIONAL CITY BANK
DELIVER TO:
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BY MAIL: BY HAND OR OVERNIGHT DELIVERY: NEW YORK DROP:
National City Bank National City Bank National City Bank
P.O. Box 92301 Corporate Trust Operations The Depository Trust Company
LOC #5352 4100 West 150th Street, 3rd Transfer Agent Drop Service
Cleveland, Ohio 44193-0900 Floor 55 Water Street
LOC #5352 Jeanette Park Entrance
Cleveland, Ohio 44135-1385 New York, New York 10041
BY FACSIMILE:
(216) 222-9326
CONFIRM BY TELEPHONE:
(216) 222-2552
Attention: Holly Pattison
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Very truly yours,
SUN MEDIA CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF SUN MEDIA OR THE EXCHANGE AGENT, OR AUTHORIZE YOU TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
7 5/8% SENIOR NOTES DUE 2013
OF
SUN MEDIA CORPORATION
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus dated March
[ ], 2003 (the "Prospectus") of Sun Media Corporation ("Sun Media"), and
accompanying letter of transmittal, that together constitute Sun Media's offer
(the "Exchange Offer") to exchange $1,000 in stated amount at maturity of a new
series of 7 5/8% Senior Notes due 2013 that have been registered under the
Securities Act of 1933, as amended, (the "Exchange Notes") of Sun Media for each
$1,000 in stated amount at maturity of outstanding 7 5/8% Senior Notes due 2013
(the "Outstanding Notes") of Sun Media. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Outstanding Notes held
by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of 7 5/8% Senior Notes due 2013.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
/ / To TENDER the following Outstanding Notes held by you for the account of
the undersigned (insert stated amount at maturity of Outstanding Notes to be
tendered (if any)):
$ of 7 5/8% Senior Notes due 2013.
/ / NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender Outstanding Notes held by you for
the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the letter
of transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that
(i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the undersigned, (ii) neither the
undersigned nor any such other person has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes, (iii) if
the undersigned is not a broker-dealer, or is a broker-dealer but will not
receive Exchange Notes for its own account in exchange for Outstanding Notes,
neither the undersigned nor any such other person is engaged in or intends to
participate in the distribution of such Exchange Notes and (iv) neither the
undersigned nor any such other person is an "affiliate" of Sun Media within the
meaning of Rule 405 under the Securities Act, or, if the undersigned is an
"affiliate," that the undersigned will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is a broker-dealer (whether or not it is also an "affiliate")
that will receive Exchange Notes for its own account in exchange for Outstanding
Notes, it represents that such Outstanding Notes were acquired as a result of
market-making activities or other trading activities, and it acknowledges that
it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
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SIGN HERE
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Name of beneficial owner(s) (please print):
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer identification or Social Security Number:
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Date:
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