Amendments: September 30, 2003
TABLE OF CONTENTSPART TITLE PART 1 DEFINITIONS 1.1 Definitions PART 2 GENERAL 2.1 Timing of Filing 2.2 Successor Issuers 2.3 Successor Issuer Interpretation PART 3 MJDS PROSPECTUS DISTRIBUTIONS OF SECURITIES OF U.S. ISSUERS 3.1 General Eligibility Criteria 3.2 Alternative Eligibility Criteria for Certain Guaranteed Issues 3.3 Limitation on Distribution of Derivative Securities 3.4 Preliminary MJDS Prospectus and MJDS Prospectus PART 4 FORM AND CONTENT OF MJDS PROSPECTUS 4.1 Distributions in Canada and the U.S. 4.2 Distributions only in Canada 4.3 Additional Legends and Disclosure 4.4 Incorporation by Reference 4.5 Statements Modified or Superseded 4.6 Reconciliation of Financial Statements 4.7 General Certification Requirements 4.8 Certificate Requirement for Rule 415 Offerings 4.9 Certificate Requirement for Rule 430A Offerings 4.10 Certificates for Rule 430A Pricing Prospectus 4.11 Signing of Certificates by Agent PART 5 FILING PROCEDURES 5.1 Specification of Principal Jurisdiction 5.2 Alternate Principal Jurisdiction 5.3 SEC Review PART 6 FILING DOCUMENTS 6.1 Principal Jurisdiction 6.2 Canada-U.S. Offering 6.3 Non-Principal Jurisdictions 6.4 Certificate Regarding Eligibility Criteria 6.5 Consents 6.6 Further Consents 6.7 Form of Consent 6.8 Reports on Property 6.9 Appointment of Agent for Service 6.10 Powers of Attorney 6.11 Notification of Effectiveness 6.12 Exhibits to Registration Statement 6.13 Rule 415 Offerings 6.14 French Language Documentation Not Required PART 7 AMENDMENT AND SUPPLEMENT PROCEDURES 7.1 Form of Amendment or Supplement 7.2 Modification or Amendment 7.3 Post-Effective Amendment 7.4 Amendment to Additional Disclosure 7.5 Filing of Rule 415 Prospectus Supplement 7.6 Rule 415 Prospectus Supplement Not Filed 7.7 Filing of Rule 430A Pricing Prospectus 7.8 Incorporation by Reference of Pricing Information 7.9 Filing of Revised U.S. Prospectus or Prospectus Supplement PART 8 DISSEMINATION REQUIREMENTS 8.1 General 8.2 Prospectus Supplements 8.3 Rule 430A Pricing Prospectus 8.4 Documents Incorporated by Reference 8.5 Provision of Documents Incorporated by Reference PART 9 REGISTRATION REQUIREMENTS 9.1 Rights offerings PART 10 CONFLICTS OF INTEREST 10.1 Distributions of a Registrant, a Connected Issuer or a Related Issuer PART 11 GENERAL 11.1 Representations as to Listing 11.2 Solicitations of Expressions of Interest 11.3 Other Prospectus Requirements PART 12 BIDS FOR SECURITIES OF U.S. ISSUERS 12.1 General Eligibility Criteria 12.2 MJDS Take-Over Bid Circular and MJDS Issuer Bid Circular 12.3 Securities Exchange Bids 12.4 Compliance with U.S. tender offer requirements 12.5 Form and Content of Bid Documents 12.6 Incorporation by Reference 12.7 Statements Modified or Superseded 12.8 Reconciliation of Financial Statements 12.9 Certificates 12.10 Bid Circular Filing Procedures 12.11 Notification to Offeree Issuer 12.12 French Language Documentation Not Required 12.13 MJDS Directors' Circulars and MJDS Director's or Officer's Circulars 12.14 Securities Exchange Bids 12.15 Notices of Variation and Notices of Change 12.16 Dissemination Requirements PART 13 BUSINESS COMBINATIONS 13.1 Eligibility Criteria 13.2 Form and Content of Disclosure Documents and Procedures PART 14 MATERIAL CHANGE REPORTING 14.1 News Release 14.2 Material Change Reports PART 15 FINANCIAL STATEMENTS, ANNUAL INFORMATION FORMS AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15.1 Financial Statements 15.2 Annual Reports, Annual Information Forms and Management’s Discussion and Analysis PART 16 PROXIES AND PROXY SOLICITATION 16.1 Proxy Solicitation by a U.S. Issuer 16.2 Proxy Solicitation by Another Person or Company 16.3 Determination of Eligibility PART 17 INSIDER REPORTING 17.1 Insider Reporting PART 18 COMMUNICATION WITH BENEFICIAL OWNERS OF SECURITIES OF A REPORTING ISSUER 18.1 Communication with Beneficial Owners of Securities of a Reporting Issuer PART 19 TRUST INDENTURE REQUIREMENTS 19.1 Trust Indenture Requirements PART 20 FINANCIAL DISCLOSURE 20.1 Financial Disclosure PART 21 EXEMPTIONS 21.1 Exemption 21.2 Evidence of Exemption PART 22 EFFECTIVE DATE 22.1 Effective Date APPENDIX A METHOD 1 FOR PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS APPENDIX B METHOD 2 FOR PROSPECTUS CERTIFICATES FOR RULE 415 OFFERINGS FORM 71-101F1 FORMS OF SUBMISSION TO JURISDICTION AND APPOINTMENT OF AGENT FOR SERVICE OF PROCESS 1. MJDS Prospectus Distribution of Securities 2. Take-over or Issuer Bid 3. Trust Indenture
