6-K 1 o13192e6vk.txt FOR THE MONTH OF MAY 13, 2004 OMB APPROVAL OMB Number: 3235-0116 Expires: August 31, 2005 Estimated average burden hours per response.....6.20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 13, 2004. Commission File Number_______________________ DOMAN INDUSTRIES LIMITED -------------------------------------------------------------------------------- (Translation of registrant's name into English) 3rd Floor, 435 Trunk Road, Duncan, British Columbia Canada V9L 2P9 -------------------------------------------------------------------------------- (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):______ NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):______ NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________________. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DOMAN INDUSTRIES LIMITED --------------------------------------- (Registrant) Date May 13, 2004 By /s/ Philip G. Hosier ------------------------------------ (Signature) * Philip G. Hosier Vice President, Finance ----------- * Print the name and title under the signature of the signing officer. PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION SEC 1815 (11-02) CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. [DOMAN INDUSTRIES LIMITED LOGO] May 7, 2004 To the Affected Creditors of the Doman Entities (as such terms are defined in the Plan referred to below) Dear Sirs: RE: PLAN OF COMPROMISE AND ARRANGEMENT OF THE DOMAN ENTITIES PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") On November 7, 2002, the Supreme Court of British Columbia authorized the Doman Group of companies to embark upon a restructuring of their affairs pursuant to the Companies' Creditors Arrangement Act (Canada). During the intervening period, our management has been negotiating extensively to develop a financial and corporate restructuring which would provide continued viability of the business and utilization of the assets of the Doman Entities and the best possible recovery for the claims of all creditors. We are pleased to confirm that as a result of those efforts, the Plan has now been finalized after extensive negotiations with a majority of Doman's unsecured bondholders to achieve that result. The Plan, which the Doman Entities were authorized by the Court on April 30, 2004 to present to their Creditors for their consideration at a meeting to be held in Vancouver on June 7, 2004, will result in the elimination of all unsecured debt currently owed by the Doman Entities. The Plan is intended to provide unsecured creditors with a more favourable recovery on their Claims than in the case of a forced liquidation of the assets of the Doman Entities. Creditors will be eligible to participate in the equity of a new parent company ("Lumberco") that will directly hold all of the lumber related assets of the Doman Entities and indirectly hold all of the pulp related assets of the Doman Entities (other than the Port Alice Mill) under two separate operating groups. Smaller creditors will be entitled to receive 20% of their claim up to a maximum of $10,000. The Plan also involves the refinancing of the Doman Entities' Senior Secured Notes in the amount of approximately US$221 million. Enclosed is a Notice of Meeting and an Information Circular describing the Plan and attaching, among other things, the relevant Court Orders and a proxy form. We encourage you to read the documents contained in the Information Package carefully as they affect your legal rights. We also encourage you to complete the proxy form in accordance with the enclosed instructions and return it as soon as possible to the Monitor and in any event prior to June 4, 2004 in order that you can participate in the Meeting. I also encourage you to cast your vote in support of the Plan. 3rd Floor, 435 Trunk Road, Duncan, B.C. V9L 2P9 Telephone (250) 748-3711 - Fax (250) 748-6045 - 2 - Finally, on behalf of myself and the rest of the management team, I wish to express our appreciation for your patience and co-operation throughout our restructuring process. Yours very truly, /s/ J.H. Rick Doman /s/ P.G. Hosier J.H. Rick Doman P.G. Hosier President Vice President, Finance, CFO Doman Industries Limited Alpine Projects Limited Diamond Lumber Sales Limited Doman Forest Products Limited Doman's Freightways Ltd. Doman Holdings Limited Doman Investments Limited Doman Log Supply Ltd. Doman - Western Lumber Ltd. Eacom Timber Sales Ltd. Western Forest Products Limited Western Pulp Inc. Western Pulp Limited Partnership Quatsino Navigation Company Limited (COLLECTIVELY REFERRED TO AS THE "DOMAN ENTITIES") INSTRUCTIONS TO UNREGISTERED NOTEHOLDERS May 7, 2004 TO: UNREGISTERED HOLDERS OF DOMAN INDUSTRIES LIMITED'S UNSECURED NOTES RE: MEETING OF AFFECTED CREDITORS OF THE DOMAN ENTITIES TO VOTE ON ITS PLAN OF COMPROMISE AND ARRANGEMENT PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") You are considered an Unregistered Noteholder if your Unsecured Notes are shown by the books and records of the Indenture Trustee to be held by your broker, DTC, CDS, or another similar holder (a "Participant Holder") on your behalf. If your Unsecured Notes are held by a Participant Holder, these instructions apply to you. Please read paragraph 26 of the enclosed Order. We enclose in this package the following documents for your review and consideration: 1. Notice of Creditors; 2. the Plan proposed by the Doman Entities; 3. an Information Circular with respect to the Doman Entities and the Plan; 4. copy of the Meeting Order of the Supreme Court of British Columbia dated April 30, 2004; and 5. blank forms of: - 2 - (i) Unregistered Noteholders' Proxy, completion instructions and return envelope; and (ii) Election to Receive Cash. The purpose of these materials is to provide you with the documents required to enable you to make, where applicable, an election to receive a cash distribution under the Plan, to consider the Plan and to cast your vote to accept or reject the Plan at the meeting of the Doman Entities Affected Creditors to be held at 10:00 a.m. on June 7, 2004 in the Regency Ballroom at the Hyatt Regency Hotel, 655 Burrard Street, Vancouver, British Columbia (the "Meeting"). CLAIM THE TOTAL AMOUNT OF ALL UNSECURED NOTEHOLDER CLAIMS HAS BEEN DETERMINED AND ACCEPTED BY THE DOMAN ENTITIES. THEREFORE, YOU DO NOT HAVE TO PROVIDE A PROOF OF CLAIM IN ORDER TO RECEIVE A DISTRIBUTION UNDER THE PLAN. HOWEVER IF YOU WISH TO VOTE ON THE PLAN, YOU MUST COMPLETE THE ENCLOSED PROXY IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT THEREIN AND RETURN IT TO THE MONITOR PRIOR TO 5:00 p.m. (VANCOUVER TIME) ON JUNE 4, 2004. PROXY The box at the end of paragraph 1 of your proxy should have been completed and signed by your Participant Holder. If it has not been completed and signed, please contact your Participant Holder to arrange for it to be completed and signed. Please complete your portion of the enclosed Unregistered Noteholders' Proxy (including paragraph 2 of the proxy) and provide it to KPMG Inc. (the "Monitor"), using the enclosed envelope, or by sending it to Monitor by facsimile transmission or E-mail delivery (in PDF format), at the fax number or E-mail address noted below, so that it is received by the Monitor no later than 5:00 p.m. (Vancouver time) on June 4, 2004. YOU SHOULD NOT SEND THE PROXY TO YOUR PARTICIPANT HOLDER. YOUR PROXY SHOULD BE SENT DIRECTLY TO KPMG INC. IN THE ENVELOPE PROVIDED. You are required to provide the completed proxy by this deadline if you wish to appoint a proxy to cast your vote at the Meeting of Affected Creditors (unless the Chair of the Meeting exercises the Chair's discretion to accept for voting purposes proxies received by the Monitor prior to the Meeting). However your failure to vote at the Meeting will not affect any right you may have to receive any distribution which may be made to Unsecured Noteholders under the Plan. VOLUNTARY ELECTION TO RECEIVE CASH If the total amount of your Distribution Claims is $50,000 or less, you (or, if you are a member of a Related Group (as defined in the Plan), the Related Group) may elect to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the - 3 - Election to Receive Cash and provide it to the Monitor on or before the Election Date. The Election Date is June 4, 2004. If the total amount of your (or, if applicable, your Related Group's) Distribution Claims is more than $50,000, you (or, if applicable, your Related Group) may reduce such total amount to $50,000 in order to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The cash distribution would be the lesser of: (a) twenty percent (20%) of the total amount of your Affected Claims; and (b) $10,000 FOR DTC PARTICIPANTS HOLDING OUTSTANDING UNSECURED NOTES IN THE DTC SYSTEM, THE SETTLEMENT AGENT AND DTC HAVE CONFIRMED THAT THE ELECTION TO RECEIVE CASH OPTION IS ELIGIBLE FOR DTC'S AUTOMATED TENDER OFFER PROGRAM, OR "ATOP." ACCORDINGLY, DTC PARTICIPANTS MUST ELECTRONICALLY TRANSMIT THE UNSECURED NOTEHOLDERS ELECTION TO RECEIVE CASH BY CAUSING DTC TO TRANSFER THEIR OUTSTANDING UNSECURED NOTES TO THE SETTLEMENT AGENT IN ACCORDANCE WITH DTC'S ATOP PROCEDURES FOR THIS TRANSFER. DTC WILL THEN SEND A COMPUTER-GENERATED MESSAGE, OR AN "AGENT'S MESSAGE," TO THE SETTLEMENT AGENT. UNSECURED NOTES SUBMITTED IN ACCORDANCE WITH DTC'S ATOP PROCEDURES WILL BE "BLOCKED" FOR TRANSFER UNTIL IMPLEMENTATION OF THE PLAN. FURTHER INFORMATION If you have any questions regarding the process or any of the enclosed forms, please contact your Participant Holder, or KPMG Inc. at the following address: KPMG INC. 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca You can view copies of documents relating to this process on the following website - www.domans.com and www.kpmg.ca/doman Doman Industries Limited Alpine Projects Limited Diamond Lumber Sales Limited Doman Forest Products Limited Doman's Freightways Ltd. Doman Holdings Limited Doman Investments Limited Doman Log Supply Ltd. Doman - Western Lumber Ltd. Eacom Timber Sales Ltd. Western Forest Products Limited Western Pulp Inc. Western Pulp Limited Partnership Quatsino Navigation Company Limited (COLLECTIVELY REFERRED TO AS THE "DOMAN ENTITIES") INSTRUCTIONS TO UNREGISTERED NOTEHOLDERS May 7, 2004 TO: UNREGISTERED HOLDERS OF DOMAN INDUSTRIES LIMITED'S UNSECURED NOTES RE: MEETING OF AFFECTED CREDITORS OF THE DOMAN ENTITIES TO VOTE ON ITS PLAN OF COMPROMISE AND ARRANGEMENT PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") You are considered an Unregistered Noteholder if your Unsecured Notes are shown by the books and records of the Indenture Trustee to be held by your broker, DTC, CDS, or another similar holder (a "Participant Holder") on your behalf. If your Unsecured Notes are held by a Participant Holder, these instructions apply to you. Please read paragraph 26 of the enclosed Order. We enclose in this package the following documents for your review and consideration: 1. Notice of Creditors; 2. the Plan proposed by the Doman Entities; 3. an Information Circular with respect to the Doman Entities and the Plan; 4. copy of the Meeting Order of the Supreme Court of British Columbia dated April 30, 2004; and 5. blank forms of: - 2 - (i) Unregistered Noteholders' Proxy, completion instructions and return envelope; and (ii) Election to Receive Cash. The purpose of these materials is to provide you with the documents required to enable you to make, where applicable, an election to receive a cash distribution under the Plan, to consider the Plan and to cast your vote to accept or reject the Plan at the meeting of the Doman Entities Affected Creditors to be held at 10:00 a.m. on June 7, 2004 in the Regency Ballroom at the Hyatt Regency Hotel, 655 Burrard Street, Vancouver, British Columbia (the "Meeting"). CLAIM THE TOTAL AMOUNT OF ALL UNSECURED NOTEHOLDER CLAIMS HAS BEEN DETERMINED AND ACCEPTED BY THE DOMAN ENTITIES. THEREFORE, YOU DO NOT HAVE TO PROVIDE A PROOF OF CLAIM IN ORDER TO RECEIVE A DISTRIBUTION UNDER THE PLAN. HOWEVER IF YOU WISH TO VOTE ON THE PLAN, YOU MUST COMPLETE THE ENCLOSED PROXY IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT THEREIN AND RETURN IT TO THE MONITOR PRIOR TO 5:00 P.M. (VANCOUVER TIME) ON JUNE 4, 2004. PROXY The box at the end of paragraph 1 of your proxy should have been completed and signed by your Participant Holder. If it has not been completed and signed, please contact your Participant Holder to arrange for it to be completed and signed. Please complete your portion of the enclosed Unregistered Noteholders' Proxy (including paragraph 2 of the proxy) and provide it to KPMG Inc. (the "Monitor"), using the enclosed envelope, or by sending it to Monitor by facsimile transmission or E-mail delivery (in PDF format), at the fax number or E-mail address noted below, so that it is received by the Monitor no later than 5:00 p.m. (Vancouver time) on June 4, 2004. Additionally, if you are an Unregistered Noteholder that wishes to be identified by account number only and not by name, you are required to complete the Certificate of Unregistered Noteholder (the "Certificate"). YOU SHOULD NOT SEND THE PROXY OR CERTIFICATE TO YOUR PARTICIPANT HOLDER. YOUR PROXY AND CERTIFICATE SHOULD BE RETURNED IN THE ENVELOPE PROVIDED. You are required to provide the completed proxy by this deadline if you wish to appoint a proxy to cast your vote at the Meeting of Affected Creditors (unless the Chair of the Meeting exercises the Chair's discretion to accept for voting purposes proxies received by the Monitor prior to the Meeting). However your failure to vote at the Meeting will not affect any right you may have to receive any distribution which may be made to Unsecured Noteholders under the Plan. VOLUNTARY ELECTION TO RECEIVE CASH If the total amount of your Distribution Claims is $50,000 or less, you (or, if you are a member of a Related Group (as defined in the Plan), the Related Group) may elect to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and - 3 - Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The Election Date is June 4, 2004. If the total amount of your (or, if applicable, your Related Group's) Distribution Claims is more than $50,000, you (or, if applicable, your Related Group) may reduce such total amount to $50,000 in order to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The cash distribution would be the lesser of: (a) twenty percent (20%) of the total amount of your Affected Claims; and (b) $10,000 FOR DTC PARTICIPANTS HOLDING OUTSTANDING UNSECURED NOTES IN THE DTC SYSTEM, THE SETTLEMENT AGENT AND DTC HAVE CONFIRMED THAT THE ELECTION TO RECEIVE CASH OPTION IS ELIGIBLE FOR DTC'S AUTOMATED TENDER OFFER PROGRAM, OR "ATOP." ACCORDINGLY, DTC PARTICIPANTS MUST ELECTRONICALLY TRANSMIT THE UNSECURED NOTEHOLDERS ELECTION TO RECEIVE CASH BY CAUSING DTC TO TRANSFER THEIR OUTSTANDING UNSECURED NOTES TO THE SETTLEMENT AGENT IN ACCORDANCE WITH DTC'S ATOP PROCEDURES FOR THIS TRANSFER. DTC WILL THEN SEND A COMPUTER-GENERATED MESSAGE, OR AN "AGENT'S MESSAGE," TO THE SETTLEMENT AGENT. UNSECURED NOTES SUBMITTED IN ACCORDANCE WITH DTC'S ATOP PROCEDURES WILL BE "BLOCKED" FOR TRANSFER UNTIL IMPLEMENTATION OF THE PLAN. FURTHER INFORMATION If you have any questions regarding the process or any of the enclosed forms, please contact your Participant Holder, or KPMG Inc. at the following address: KPMG INC. 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca You can view copies of documents relating to this process on the following website - www.domans.com and www.kpmg.ca/doman No. L023489 VANCOUVER REGISTRY IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36 AND IN THE MATTER OF THE COMPANY ACT R.S.B.C. 1996, c. 62 AND IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT R.S.C. 1985, c. C-44 AND IN THE MATTER OF THE PARTNERSHIP ACT R.S.B.C. 1996, c. 348 AND IN THE MATTER OF DOMAN INDUSTRIES LIMITED, ALPINE PROJECTS LIMITED DIAMOND LUMBER SALES LIMITED, DOMAN FOREST PRODUCTS LIMITED DOMAN'S FREIGHTWAYS LTD., DOMAN HOLDINGS LIMITED, DOMAN INVESTMENTS LIMITED, DOMAN LOG SUPPLY LTD., DOMAN - WESTERN LUMBER LTD., EACOM TIMBER SALES LTD., WESTERN FOREST PRODUCTS LIMITED WESTERN PULP INC., WESTERN PULP LIMITED PARTNERSHIP, and QUATSINO NAVIGATION COMPANY LIMITED PETITIONERS UNREGISTERED NOTEHOLDERS' PROXY FOR USE BY BENEFICIAL OWNERS OF DOMAN INDUSTRIES LIMITED'S UNSECURED NOTES IF THE BENEFICIAL OWNER IS NOT LISTED ON THE REGISTERED NOTEHOLDER LIST SUPPLIED BY THE INDENTURE TRUSTEE MEETING OF AFFECTED CREDITORS to be held pursuant to an Order of the Supreme Court of British Columbia in connection with the Doman Entities' Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act and Reorganization under the Canada Business Corporations Act (the "Plan") on June 7, 2004 at 10:00 a.m. in the: Regency Ballroom at the Hyatt Regency Hotel 655 Burrard Street Vancouver, British Columbia and at any adjournment thereof. - 2 - Before completing this Proxy, please read carefully the instructions accompanying this Proxy for information respecting the proper completion and return of this Proxy. THIS PROXY MUST BE COMPLETED AND SIGNED BY THE PARTICIPANT HOLDER AND THE UNREGISTERED NOTEHOLDER AND PROVIDED TO THE MONITOR, KPMG INC., PRIOR TO 5:00 P.M. VANCOUVER TIME ON JUNE 4, 2004 IF THE UNREGISTERED NOTEHOLDER OR ANY OTHER PERSON ON THE UNREGISTERED NOTEHOLDER'S BEHALF IS TO ATTEND THE MEETING AND VOTE ON THE PLAN OR IF THE UNREGISTERED NOTEHOLDER WISHES TO APPOINT AN OFFICER OF THE MONITOR TO ACT AS THE UNREGISTERED NOTEHOLDER'S PROXY. 1. THE UNDERSIGNED UNREGISTERED NOTEHOLDER hereby revokes all proxies previously given and nominates, constitutes and appoints ____________ or, if no person is named, Peter Gibson of KPMG Inc. in its capacity as Monitor, or such other representative of the Monitor as Mr. Gibson may designate, as nominee of the Unregistered Noteholder, with power of substitution, to attend on behalf of and act for the Unregistered Noteholder at the Meeting of Affected Creditors to be held in connection with the Plan and at any and all adjournments thereof, and to vote the Unregistered Noteholder's Affected Claim as follows: A. (mark one only) [ ] VOTE FOR approval of the Plan; or [ ] VOTE AGAINST approval of the Plan; - and - B. vote at the nominee's discretion and otherwise act for and on behalf of the undersigned Unregistered Noteholder with respect to any amendments or variations to the Plan and to any other matters that may come before the Meeting of the Affected Creditors or any adjournment thereof. TO BE COMPLETED AND SIGNED BY THE PARTICIPANT HOLDER PRIOR TO SENDING THIS PROXY TO THE BENEFICIAL OWNER OF UNSECURED NOTES Name of Unregistered Noteholder: ____________________________________ Name of Participant Holder for this Unregistered Noteholder: ___________________ Account Number: ____________________________________ Principal Amount of Notes Held for this Unregistered Noteholder: _______________ PARTICIPANT HOLDER SIGNATURE: ____________________________________ (Print Name of Participant Holder) Phone Number of Participant Holder: By: _________________________________ ____________________________________ (Signature of authorized signing officer of Participant Holder) - 3 - 2. Please insert the Name of the Participant Holder, the Unregistered Noteholder's account number with the Participant Holder and the principal amount of all Unsecured Notes held on behalf of the Unregistered Noteholder by the Participant Holder.

~~TRADE~~NAME ~~DATE~~& ~~SYMBOL~~PHONE ~~CLOSE~~# ~~PRICE~~OF PARTICIPANT PRINCIPAL AMOUNT OF HOLDER ACCOUNT NUMBER SERIES OF UNSECURED NOTES HELD UNSECURED NOTES ----------------------------- -------------- --------------------------------- ~~200301~~------------------- ~~DOM.A~~[ $0] 8.6175% ~~200302~~Notes ~~DOM.A~~Due ~~$0.70~~2004 ~~200303~~[ ~~DOM.A~~] $09.4525% ~~200304~~Series ~~DOM.~~A ~~$0.38~~Notes ~~200305~~Due ~~DOM~~2007 [ ] 9.A25% $0Series B Notes Due 2007 [ ] 8.3275% ~~200306~~Notes ~~DOM~~Due 2004 [ ] 9.25% Series A $0Notes Due 2007 [ ] 9.25% ~~200307~~Series ~~DOM.A~~B $0Notes Due 2007 [ ] 8.2775% ~~200308~~Notes ~~DOM~~Due 2004 [ ] 9.25% Series A ~~$0.35~~Notes ~~200309~~Due ~~DOM~~2007 [ ] 9.A25% $0Series B Notes Due 2007 [ ] 8.3575% ~~200310~~Notes ~~DOM~~Due 2004 [ ] 9.25% Series A $0Notes Due 2007 [ ] 9.25% ~~200311~~Series ~~DOM~~B Notes Due 2007 [ ] 8.A75% $0Notes Due 2004 [ ] 9.25% ~~200312~~Series ~~DOM.~~A ~~$0.50~~Notes ~~4.684.68~~Due ~~Divided~~2007 by[ 12] 09.3925% ~~0.39~~Series xB ~~4,775~~Notes =Due ~~1,862~~2007

THE UNREGISTERED NOTEHOLDER HEREBY AUTHORIZES DOMAN INDUSTRIES LIMITED AND KPMG INC. TO CONTACT ANY PARTICIPANT HOLDER NAMED ABOVE TO CONFIRM THAT THE INFORMATION SET OUT ABOVE CONFORMS TO THE INFORMATION CONTAINED IN THE RECORDS OF THE PARTICIPANT HOLDER. DATED this ______ day of __________________, 2004. UNREGISTERED NOTEHOLDER SIGNATURE: _____________________________________________ (Print Name of Unregistered Noteholder) _____________________________________________ (Signature of Unregistered Noteholder or, if the Unregistered Noteholder is a corporation, signature of an authorized signing officer of the corporation and such officer's title) _____________________________________________ Mailing Address of Unregistered Noteholder (for distribution purposes) _____________________________________________ Phone Number of Unregistered Noteholder Doman Industries Limited Alpine Projects Limited Diamond Lumber Sales Limited Doman Forest Products Limited Doman's Freightways Ltd. Doman Holdings Limited Doman Investments Limited Doman Log Supply Ltd. Doman - Western Lumber Ltd. Eacom Timber Sales Ltd. Western Forest Products Limited Western Pulp Inc. Western Pulp Limited Partnership Quatsino Navigation Company Limited (COLLECTIVELY REFERRED TO AS THE "DOMAN ENTITIES") INSTRUCTIONS TO AFFECTED CREDITORS ---------------------------------- (OTHER THAN UNSECURED NOTEHOLDERS) May 7, 2004 TO: AFFECTED CREDITORS OF DOMAN ENTITIES (OTHER THAN UNSECURED NOTEHOLDERS) RE: MEETING OF AFFECTED CREDITORS OF THE DOMAN ENTITIES TO VOTE ON THE PLAN OF COMPROMISE AND ARRANGEMENT PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") We enclose in this package the following documents for your review and consideration: 1. Notice to Creditors; 2. the Plan proposed by the Doman Entities; 3. an Information Circular with respect to the Doman Entities and the Plan; 4. copy of the Meeting Order of the Supreme Court of British Columbia dated April 30, 2004; 5. blank forms of: (i) Affected Creditors' Proxy, completion instructions and a return envelope; and (ii) Election to Receive Cash. - 2 - The purpose of these materials is to provide you with the documents required to facilitate the determination and settlement of your Affected Claims, to facilitate, where applicable, your election to receive a cash distribution under the Plan, and to enable you to consider the Plan and vote to accept or reject the Plan at the meeting of the Doman Entities' Affected Creditors to be held at 10:00 a.m. on June 7, 2004 in the Regency Ballroom at the Hyatt Regency Hotel, 655 Burrard Street, Vancouver, British Columbia (the "Meeting"). PROXY If the Affected Creditor wishes to vote at the Meeting and is not an individual or is an individual who will not be attending the Meeting in person, please complete the enclosed Affected Creditors' Proxy and provide it to the Monitor, using the enclosed envelope, or by sending it to Monitor by facsimile transmission or E-mail delivery (in PDF format), at the fax number or E-mail address noted below so that it is received by the Monitor no later than 5:00 p.m. (Vancouver time) on June 4, 2004. You are required to provide the Proxy by this deadline if you wish to appoint a proxy to cast your vote at the Meeting of Affected Creditors (unless the Chairman of the Meeting exercises the Chairman's discretion to accept for voting purposes proxies received by the Monitor prior to the Meeting). VOLUNTARY ELECTION TO RECEIVE CASH If the total amount of your Distribution Claims is $50,000 or less, you (or, if you are a member of a Related Group (as defined in the Plan), the Related Group) may elect to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The Election Date is June 4, 2004. If the total amount of your (or, if applicable, your Related Group's) Distribution Claims is more than $50,000, you (or, if applicable, your Related Group) may reduce such total amount to $50,000 in order to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The cash distribution would be the lesser of: (a) twenty percent (20%) of the total amount of your Affected Claims; and (b) $10,000 - 3 - FURTHER INFORMATION If you have any questions regarding the process or any of the enclosed forms, please contact KPMG Inc. at the following address: KPMG INC. Monitor of the Doman Entities P.O. Box 10426 Pacific Centre 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Canada Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca You can view copies of documents relating to this process on the following website - www.domans.com and www.kpmg.ca/doman - 4 - INSTRUCTIONS FOR COMPLETION OF PROXY 1. If an officer of KPMG Inc. is appointed or deemed to be appointed as proxyholder and the Unregistered Noteholder fails to indicate on this Proxy a vote for or against approval of the Plan, this Proxy will be voted FOR approval of the Plan. 2. Each Unregistered Noteholder has the right to appoint a person (who need not be an Unsecured Noteholder) to attend, act and vote for and on the Unregistered Noteholder's behalf and such right may be exercised by inserting in the space in paragraph 1 provided the name of the person to be appointed. An individual Unregistered Noteholder wishing to attend and vote in person at the Meeting of Affected Creditors should insert the Unregistered Noteholder's own name in the space provided. If no name has been inserted in the space provided, the Unregistered Noteholder will be deemed to have appointed Peter Gibson of KPMG Inc. as the Unregistered Noteholder's proxyholder. 3. The Unregistered Noteholder should insert the principal amount of all Unsecured Notes owned by the Unregistered Noteholder in the space provided in paragraph 2. To determine your Affected Claim, the Monitor will add to the principal amount, the amount of interest accrued to the Filing Date on your Unsecured Notes. 4. If this Proxy is not dated in the space provided, it shall be deemed to bear the date on which it is received by the Monitor. 5. This Proxy must be signed by the Beneficial Owner of the applicable Unsecured Note or Unsecured Notes or by his or her attorney duly authorized in writing or, if the Unregistered Noteholder is a corporation, by a duly authorized officer or attorney of the corporation specifying the title of such officer or attorney. 6. The Participant Holder must complete and sign the applicable portion of the Proxy (in the box below paragraph 1 PRIOR to sending the Proxy to the Beneficial Owner. 7. Valid proxies bearing or deemed to bear a later date shall revoke this Proxy. If more than one valid proxy for the same Unregistered Noteholder and bearing or deemed to bear the same date are received with conflicting instructions, such proxies will be treated as disputed proxies and shall not be counted. 8. THIS PROXY MUST BE RECEIVED BY THE MONITOR BY NO LATER THAN 5:00 P.M. (VANCOUVER TIME) ON JUNE 4, 2004, AT THE ADDRESS SET OUT BELOW. KPMG INC. Monitor of the Doman Entities P.O. Box 10426 Pacific Centre 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Canada Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca Doman Industries Limited Alpine Projects Limited Diamond Lumber Sales Limited Doman Forest Products Limited Doman's Freightways Ltd. Doman Holdings Limited Doman Investments Limited Doman Log Supply Ltd. Doman - Western Lumber Ltd. Eacom Timber Sales Ltd. Western Forest Products Limited Western Pulp Inc. Western Pulp Limited Partnership Quatsino Navigation Company Limited (COLLECTIVELY REFERRED TO AS THE "DOMAN ENTITIES") INSTRUCTIONS TO REGISTERED NOTEHOLDERS May 7, 2004 TO: REGISTERED HOLDERS OF DOMAN INDUSTRIES LIMITED'S UNSECURED NOTES RE: MEETING OF AFFECTED CREDITORS OF THE DOMAN ENTITIES TO VOTE ON THEIR PLAN OF COMPROMISE AND ARRANGEMENT PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") We enclose in this package the following documents for your review and consideration: 1. Notice to Creditors; 2. the Plan proposed by the Doman Entities; 3. an Information Circular with respect to the Doman Entities and the Plan; 4. copy of the Meeting Order of the Supreme Court of British Columbia dated April 30, 2004; and 5. blank forms of: (a) Affected Creditors' Proxy, completion instructions and return envelope; and (b) Election to Receive Cash. - 2 - The purpose of these materials is to provide you with the documents required to enable you to make, where applicable, an election to receive a cash distribution under the Plan, to consider the Plan and to cast your vote to accept or reject the Plan at the meeting of the Doman Entities Affected Creditors to be held at 10:00 a.m. on June 7, 2004 in the Regency Ballroom at the Hyatt Regency Hotel, 655 Burrard Street, Vancouver, British Columbia (the "Meeting"). IF YOU HOLD UNSECURED NOTES FOR ANOTHER PERSON IF YOU ARE A BROKER, A BOOK ENTRY SYSTEM, AN AGENT OR ANY OTHER ENTITY WHICH HOLDS AN UNSECURED NOTE OR UNSECURED NOTES FOR ANOTHER PERSON, PLEASE CONTACT KPMG INC. (THE "MONITOR") AT THE ADDRESS BELOW TO SO ADVISE IT. THE MONITOR WILL THEN SEND YOU MATERIALS WHICH HAVE BEEN PREPARED TO DEAL WITH YOUR SITUATION. CLAIM THE TOTAL AMOUNT OF ALL UNSECURED NOTEHOLDER CLAIMS HAS BEEN DETERMINED AND ACCEPTED BY THE DOMAN ENTITIES. THEREFORE YOU DO NOT HAVE TO PROVIDE A PROOF OF CLAIM. PROXY If the Affected Creditor wishes to vote at the Meeting and is not an individual or is an individual who will not be attending the Meeting in person, please complete the enclosed Affected Creditors' Proxy and provide it to the Monitor, using the enclosed envelope, or by sending it to Monitor by facsimile transmission or E-mail delivery (in PDF format), at the fax number or E-mail address noted below, so that it is received by the Monitor no later than 5:00 p.m. (Vancouver time) on June 4, 2004. You are required to provide the Proxy by this deadline if you wish to appoint a proxy to cast your vote at the Meeting of Affected Creditors (unless the Chairman of the Meeting exercises the Chairman's discretion to accept for voting purposes proxies received by the Monitor prior to the Meeting). However your failure to vote at the Meeting will not affect any right you may have to receive any distribution which may be made to Unsecured Noteholders under the Plan. VOLUNTARY ELECTION TO RECEIVE CASH If the total amount of your Distribution Claims is $50,000 or less, you (or, if you are a member of a Related Group (as defined in the Plan), the Related Group) may elect to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The Election Date is June 4, 2004. If the total amount of your (or, if applicable, your Related Group's) Distribution Claims is more than $50,000, you (or, if applicable, your Related Group) may reduce such total amount to $50,000 in order to receive a cash distribution to be made under the Plan rather than the Distribution of Lumberco Shares and Warrants to purchase Units to be made under the Plan, - 3 - provided you complete and sign the Election to Receive Cash and provide it to the Monitor on or before the Election Date. The cash distribution would be the lesser of: (a) twenty percent (20%) of the total amount of your Affected Claims; and (b) $10,000 FURTHER INFORMATION If you have any questions regarding the process or any of the enclosed forms, please contact KPMG Inc. at the following address: KPMG INC. Monitor of the Doman Entities P.O. Box 10426 Pacific Centre 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Canada Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca You can view copies of documents relating to this process on the following website - www.domans.com and www.kpmg.ca/doman No. L023489 VANCOUVER REGISTRY IN THE SUPREME COURT OF BRITISH COLUMBIA IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT R.S.C. 1985, c. C-36 AND IN THE MATTER OF THE COMPANY ACT R.S.B.C. 1996, c. 62 AND IN THE MATTER OF THE CANADA BUSINESS CORPORATIONS ACT R.S.C. 1985, c. C-44 AND IN THE MATTER OF THE PARTNERSHIP ACT R.S.B.C. 1996, c. 348 AND IN THE MATTER OF DOMAN INDUSTRIES LIMITED, ALPINE PROJECTS LIMITED DIAMOND LUMBER SALES LIMITED, DOMAN FOREST PRODUCTS LIMITED DOMAN'S FREIGHTWAYS LTD., DOMAN HOLDINGS LIMITED, DOMAN INVESTMENTS LIMITED, DOMAN LOG SUPPLY LTD., DOMAN - WESTERN LUMBER LTD., EACOM TIMBER SALES LTD., WESTERN FOREST PRODUCTS LIMITED WESTERN PULP INC., WESTERN PULP LIMITED PARTNERSHIP, and QUATSINO NAVIGATION COMPANY LIMITED PETITIONERS AFFECTED CREDITORS' PROXY (OTHER THAN UNREGISTERED NOTEHOLDERS) MEETING OF AFFECTED CREDITORS to be held pursuant to an Order of the Supreme Court of British Columbia in connection with the Doman Entities' Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act (Canada) and Reorganization pursuant to the Canada Business Corporations Act (the "Plan") on June 7, 2004 at 10:00 a.m. in the: Regency Ballroom at the Hyatt Regency Hotel 655 Burrard Street Vancouver, British Columbia and at any adjournment thereof. - 2 - Before completing this Proxy, please read carefully the instructions accompanying this Proxy for information respecting the proper completion and return of this Proxy. THIS PROXY MUST BE COMPLETED AND SIGNED BY THE AFFECTED CREDITOR AND PROVIDED TO THE MONITOR, KPMG INC., PRIOR TO THE MEETING IF ANY PERSON ON THE AFFECTED CREDITOR'S BEHALF IS TO ATTEND THE MEETING AND VOTE ON THE PLAN OR IF THE AFFECTED CREDITOR WISHES TO APPOINT AN OFFICER OF THE MONITOR TO ACT AS THE AFFECTED CREDITOR'S PROXY. THE UNDERSIGNED AFFECTED CREDITOR hereby revokes all proxies previously given and nominates, constitutes, and appoints __________ or, if no person is named, Peter Gibson of KPMG Inc., in its capacity as Monitor, or such other representative of the Monitor as Mr. Gibson may designate, as nominee of the Affected Creditor, with power of substitution, to attend on behalf of and act for the Affected Creditor at the Meeting of Affected Creditors to be held in connection with the Plan and at any and all adjournments thereof, and to vote the amount of the Affected Creditor's Affected Claims for voting purposes as determined pursuant to the Claims Process Order and/or the Revised Claims Process Order as follows: A. (mark one only): [ ] VOTE FOR approval of the Plan; or [ ] VOTE AGAINST approval of the Plan; - and - B. vote at the nominee's discretion and otherwise act for and on behalf of the undersigned Affected Creditor with respect to any amendments or variations to the Plan and to any other matters that may come before the Meeting of Affected Creditors or any adjournment thereof. Dated this_______day of_________________, 2004. _____________________________________________ Print Name of Affected Creditor _____________________________________________ Signature of Affected Creditor or, if the Affected Creditor is a corporation, signature of an authorized signing officer of the corporation _____________________________________________ Title of the authorized signing officer of the corporation, if applicable _____________________________________________ Mailing Address of Affected Creditor _____________________________________________ Phone Number of Affected Creditor: __________ - 3 - INSTRUCTIONS FOR COMPLETION OF PROXY 1. IF AN OFFICER OF KPMG INC. IS APPOINTED OR IS DEEMED TO BE APPOINTED AS PROXYHOLDER AND THE AFFECTED CREDITOR FAILS TO INDICATE ON THIS PROXY A VOTE FOR OR AGAINST APPROVAL OF THE PLAN, THIS PROXY WILL BE VOTED FOR APPROVAL OF THE PLAN. 2. Each Affected Creditor who has a right to vote at the Meeting has the right to appoint a person (who need not be an Affected Creditor) to attend, act and vote for and on behalf of the Affected Creditor and such right may be exercised by inserting in the space provided the name of the person to be appointed. If no name has been inserted in the space provided, the Affected Creditor will be deemed to have appointed Peter Gibson of the Monitor as the Affected Creditor's proxyholder. 3. If this proxy is not dated in the space provided, it shall be deemed to be dated on the date it is received by the Monitor. 4. This Proxy must be signed by the Affected Creditor or by the Affected Creditor's attorney duly authorized in writing or, if the Affected Creditor is a corporation, by a duly authorized officer or attorney of the corporation with an indication of the title of such officer or attorney. 5. Valid proxies bearing or deemed to bear a later date shall revoke this Proxy. If more than one valid proxy for the same Affected Creditor and bearing or deemed to bear the same date are received with conflicting instructions, such proxies will be treated as disputed proxies and shall not be counted. 6. THIS PROXY SHOULD BE SENT TO THE MONITOR BY MAIL, DELIVERY, COURIER, FACSIMILE OR E-MAIL (IN PDF FORMAT) AT THE ADDRESS SET OUT BELOW SO THAT IT IS RECEIVED BY THE MONITOR NO LATER THAN 5:00 P.M. (VANCOUVER TIME) ON JUNE 4, 2004. KPMG INC. Monitor of the Doman Entities P.O. Box 10426 Pacific Centre 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Canada Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca Doman Industries Limited Alpine Projects Limited Diamond Lumber Sales Limited Doman Forest Products Limited Doman's Freightways Ltd. Doman Holdings Limited Doman Investments Limited Doman Log Supply Ltd. Doman - Western Lumber Ltd. Eacom Timber Sales Ltd. Western Forest Products Limited Western Pulp Inc. Western Pulp Limited Partnership Quatsino Navigation Company Limited (COLLECTIVELY REFERRED TO AS THE "DOMAN ENTITIES") RE: PLAN OF COMPROMISE AND ARRANGEMENT OF THE DOMAN ENTITIES PURSUANT TO THE COMPANIES' CREDITORS ARRANGEMENT ACT AND REORGANIZATION PURSUANT TO THE CANADA BUSINESS CORPORATIONS ACT (THE "PLAN") ELECTION TO RECEIVE CASH ALL REFERENCES IN THIS ELECTION TO RECEIVE CASH IN DOLLAR AMOUNTS ARE REFERENCES TO CANADIAN DOLLARS. For Use by an Affected Creditor or a Related Group (as such terms are defined in the Plan) of Affected Creditors of the Doman Entities - with total Distribution Claims of $50,000 or less and who wish to receive cash; or - with total Distribution Claims in excess of $50,000 who wish to reduce their total Affected Claims to $50,000 and receive cash. THE UNDERSIGNED AFFECTED CREDITOR of the Doman Entities hereby: Please mark the appropriate box [ ] acknowledges that the total amount of its Distribution Claims is $50,000 or less and elects to receive by cheque, instead of any Lumberco Shares and Warrants to purchase Units consisting of Lumberco Secured Bonds and additional Lumberco Shares pursuant to the Plan, an amount equal to the lesser of: (a) twenty percent (20%) of the total amount of its Distribution Claims; and (b) $10,000 - 2 - OR [ ] acknowledges that the total amount of its Distribution Claims exceeds $50,000 and hereby: (a) reduces the total amount of the undersigned's Distribution Claims to $50,000; (b) releases all other Distribution Claims of the undersigned in excess of $50,000; and (c) elects to receive by cheque $10,000 in full satisfaction of its Distribution Claims. Dated this________ day of_____________ , 2004. ________________________________________ Print Name of Affected Creditor ________________________________________ Signature of Affected Creditor or, if the Affected Creditor is a corporation, signature of an authorized signing officer of the corporation and such officer's title THIS ELECTION TO RECEIVE CASH MUST BE DELIVERED TO THE MONITOR AT THE ADDRESS BELOW ON OR BEFORE THE ELECTION DATE OF JUNE 4, 2004. IF THIS ELECTION IS NOT RECEIVED BY THE MONITOR BY 5:00 P.M. (VANCOUVER TIME) ON THE ELECTION DATE, THE AFFECTED CREDITOR WILL BE DEEMED NOT TO HAVE ELECTED TO RECEIVE CASH WITH RESPECT TO ITS AFFECTED CLAIMS AND SHALL INSTEAD BE ENTITLED TO RECEIVE THE DISTRIBUTION OF LUMBERCO SHARES AND WARRANTS TO PURCHASE UNITS CONSISTING OF LUMBERCO SECURED BONDS AND ADDITIONAL LUMBERCO SHARES WITH RESPECT TO ITS AFFECTED CLAIMS PURSUANT TO THE PLAN. FOR DTC PARTICIPANTS HOLDING OUTSTANDING UNSECURED NOTES IN THE DTC SYSTEM, THE SETTLEMENT AGENT AND DTC HAVE CONFIRMED THAT THE ELECTION TO RECEIVE CASH OPTION IS ELIGIBLE FOR DTC'S AUTOMATED TENDER OFFER PROGRAM, OR "ATOP." ACCORDINGLY, DTC PARTICIPANTS MUST ELECTRONICALLY TRANSMIT THE UNSECURED NOTEHOLDERS ELECTION TO RECEIVE CASH BY CAUSING DTC TO TRANSFER THEIR OUTSTANDING UNSECURED NOTES TO THE SETTLEMENT AGENT IN ACCORDANCE WITH DTC'S ATOP PROCEDURES FOR THIS TRANSFER. DTC WILL THEN SEND A COMPUTER-GENERATED MESSAGE, OR AN "AGENT'S MESSAGE," TO THE SETTLEMENT AGENT. UNSECURED NOTES SUBMITTED IN ACCORDANCE WITH DTC'S ATOP PROCEDURES WILL BE "BLOCKED" FOR TRANSFER UNTIL IMPLEMENTATION OF THE PLAN. - 3 - IF YOU HAVE ANY QUESTIONS REGARDING THIS ELECTION TO RECEIVE CASH OR THE PROCESS FOR DELIVERY OF THIS ELECTION TO RECEIVE CASH, PLEASE CONTACT YOUR PARTICIPANT HOLDER, OR KPMG INC. AT THE FOLLOWING ADDRESS: KPMG INC. Monitor of the Doman Entities P.O. Box 10426 Pacific Centre 777 Dunsmuir Street Vancouver, BC V7Y 1K3 Canada Attention: Anthony Tillman Telephone: (604) 646-6332 Fax: (604) 488-3809 atillman@kpmg.ca CERTIFICATE OF UNREGISTERED NOTEHOLDER OF DOMAN INDUSTRIES LIMITED NOTE: THIS CERTIFICATE IS ONLY TO BE COMPLETED BY UNREGISTERED NOTEHOLDERS WHO ARE LISTED BY ACCOUNT NUMBER ONLY AND NOT BY NAME. [Addressed to Participant Holder or its Agent] Re: Doman 8.75% Notes Due 2004 Doman 9.25% Series A Notes Due 2007 Doman 9.25% Series B Notes Due 2007 Mark one only: [ ] I / We confirm that I / we only hold notes through ONE account number as noted on your records and we do not hold notes through any other account number or with any other Participant Holder; OR [ ] I / We confirm that I / we hold notes through more than one account number and/or with more than one Participant Holder as indicated below: Participant Type of Amount Beneficial Owner Holder Note Held Account # ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Dated this____________day of__________2004. Unregistered Noteholder Name:___________________________________________________ Unregistered Noteholder Signature:______________________________________________ (Signature of Unregistered Noteholder or of authorized signatory of corporate Unregistered noteholder and title of authorized signatory) PLEASE COMPLETE AND RETURN IN THE SELF-ADDRESSED ENCLOSED ENVELOPE

TRADE DATE SYMBOL CLOSE PRICE ---------- ------ ----------- 200301 DOM.B $0.30 200302 DOM.B $0.255 200303 DOM.B $0.24 200304 DOM.B $0.22 200305 DOM.B $0.24 200306 DOM.B $0.17 200307 DOM.B $0.20 200308 DOM.B $0.20 200309 DOM.B $0.15 200310 DOM.B $0.15 200311 DOM.B $0.12 200312 DOM.B $0.16 2,405 Divided by 12 0.20 0.20 x 37,706 = 7,541 Secured 12% Senior Notes 217,034 Unsecured 8.75% Senior Notes 83,631 Unsecured 9.25% Senior Notes 26,943 Preferred shares (0 x 64,076) 0 TOTAL CAPITALIZATION: 337,011 PARTICIPATION FEE DUE IN ACCORDANCE WITH APPENDIX A OF THE RULE: $25,000

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