Exhibit 99.1
LETTER OF TRANSMITTAL
COTT BEVERAGES INC.
OFFER TO EXCHANGE
ITS 8% SENIOR SUBORDINATED NOTES DUE 2011, SERIES B
FOR ANY AND ALL OF ITS OUTSTANDING
8% SENIOR SUBORDINATED NOTES DUE 2011, SERIES A
CUSIP NO. 221643 AA 7 (RULE 144A HOLDERS)
CUSIP NO. 221643 AB 5 (REGULATION S HOLDERS)
PURSUANT TO THE PROSPECTUS DATED AS OF _____ __, 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________,
2002, UNLESS FURTHER EXTENDED (THE "EXCHANGE OFFER EXPIRATION DATE"). HOLDERS OF
OUTSTANDING NOTES (AS DEFINED HEREIN) MUST TENDER THEIR OUTSTANDING NOTES PRIOR
TO THE EXCHANGE OFFER EXPIRATION DATE IN ORDER TO RECEIVE EXCHANGE NOTES (AS
DEFINED HEREIN). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXCHANGE
OFFER EXPIRATION DATE, BUT NOT THEREAFTER (EXCEPT UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED MORE FULLY HEREIN).
THE EXCHANGE AGENT IS:
HSBC BANK USA
By Mail, Overnight Courier or Hand Delivery: By Facsimile:
HSBC Bank USA 212-525-1300
425 Fifth Avenue
New York, New York 10018 To confirm receipt:
Attn: Issuer Services 212-525-1404
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE
OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated _____ __,
2002 (the "Prospectus"), of Cott Beverages Inc., a Georgia corporation (the
"Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which,
together with the Prospectus, constitutes the Company's offer to exchange (the
"Exchange Offer") each $1,000 principal amount of its 8% Senior Subordinated
Notes due 2011, Series B (the "Exchange Notes") for each $1,000 principal amount
of its outstanding 8% Senior Subordinated Notes due 2011, Series A (the
"Outstanding Notes"). Recipients of the Prospectus should read the requirements
described in such Prospectus with respect to eligibility to participate in the
Exchange Offer. Capitalized terms used but not defined herein have the meaning
given to them in the Prospectus.
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Outstanding
Notes described in the box entitled "Description of Notes Tendered Hereby" below
pursuant to the terms and conditions described in the Prospectus and this Letter
of Transmittal. The undersigned is the registered owner of all the Outstanding
Notes and the undersigned represents that it has received from each beneficial
owner of Outstanding Notes ("Beneficial Owners") a duly completed and executed
form of "Instruction to Registered Holder from Beneficial Owner" accompanying
this Letter of Transmittal, instructing the undersigned to take the action
described in this Letter of Transmittal.
This Letter of Transmittal is to be used only by a holder of
Outstanding Notes (i) if certificates representing Outstanding Notes are to be
forwarded herewith or (ii) if delivery of Outstanding Notes is to be made by
book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("Depositary"), pursuant to the procedures set forth in the section of
the Prospectus entitled "The Exchange Offer -- Procedures for Tendering." If
delivery of the Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at the Depositary, this Letter of
Transmittal need not be manually executed; provided, however, that tenders of
the Outstanding Notes must be effected in accordance with the procedures
mandated by the Depositary's Automated Tender Offer Program and the procedures
set forth in the Prospectus under the caption "The Exchange Offer -- Book-Entry
Transfer."
The undersigned hereby represents and warrants that the information set
forth in the box entitled "Beneficial Owner(s)" is true and correct.
Any beneficial owner whose Outstanding Notes are registered in the name
of a broker, dealer, commercial bank, trust company or other nominee and who
wishes to tender should contact such registered holder of Outstanding Notes
promptly and instruct such registered holder of Outstanding Notes to tender on
behalf of the beneficial owner. If such beneficial owner wishes to tender on its
own behalf, such beneficial owner must, prior to completing and executing this
Letter of Transmittal and delivering its Outstanding Notes, either make
appropriate arrangements to register ownership of the Outstanding Notes in such
beneficial owner's name or obtain a properly completed bond power from the
registered holder of Outstanding Notes. The transfer of record ownership may
take considerable time.
In order to properly complete this Letter of Transmittal, a holder of
Outstanding Notes must (i) complete the box entitled "Description of Outstanding
Notes," (ii) if appropriate, check and complete the boxes relating to book-entry
transfer, guaranteed delivery, Special Issuance Instructions and Special
Delivery Instructions, (iii) sign the Letter of Transmittal by completing the
box entitled "Sign Here" and (iv) complete the Substitute Form W-9. Each holder
of Outstanding Notes should carefully read the detailed instructions below prior
to completing the Letter of Transmittal.
Holders of Outstanding Notes who desire to tender their Outstanding
Notes for exchange and (i) whose Outstanding Notes are not immediately
available, (ii) who cannot deliver their Outstanding Notes and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date or (iii) who are unable to complete the procedure for book-entry transfer
on a timely basis, must tender the Outstanding Notes pursuant to the guaranteed
delivery procedures set forth in the section of the Prospectus entitled "The
Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
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Holders of Outstanding Notes who wish to tender their Outstanding Notes
for exchange must, at a minimum, complete columns (1) through (3) in the box
below entitled "Description of Outstanding Notes" and sign the box below
entitled "Sign Here." If only those columns are completed, such holder of
Outstanding Notes will have tendered for exchange all Outstanding Notes listed
in column (3) below. If the holder of Outstanding Notes wishes to tender for
exchange less than all of such Outstanding Notes, column (4) must be completed
in full. In such case, such holder of Outstanding Notes should refer to
Instruction 5.
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DESCRIPTION OF NOTES TENDERED HEREBY
(1) (2) (3) (4)
Principal
Amount
Tendered
For
Exchange
(only if
different
amount
Outstanding from
Note column
Number(s)1 (3)) (must
Name(s) and Address(es) of Registered (Attach be in
Holder(s) of Outstanding Note(s), exactly as name(s) signed List Aggregate integral
Appear(s) on Outstanding Note Certificate(s) if Principal multiples
(Please fill in, if blank) necessary) Amount of $1,000)2
---------------------------------------------------- ---------- ------ -----------
1 Column (2) need not be completed by holders of Outstanding Notes tendering
Outstanding Notes for exchange by book-entry transfer. Please check the
appropriate box below and provide the requested information.
2 Column (4) need not be completed by holders of Outstanding Notes who wish
to tender for exchange the principal amount of Outstanding Notes listed in
Column (3). Completion of column (4) will indicate that the holder of
Outstanding Notes wishes to tender for exchange only the principal amount
of Outstanding Notes indicated in column (4).
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE DEPOSITARY AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE
INSTITUTIONS (AS HEREINAFTER DEFINED) ONLY):
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Name of Tendering Institution
Account Number
Transaction Code Number
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Outstanding Note(s)
Date of Execution of Notice of Guaranteed Delivery
Window Ticket Number (if available)
Name of Institution which Guaranteed Delivery
Account Number (if delivered by book-entry transfer)
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for
Outstanding Notes, certificates for Outstanding Notes in a principal amount not
exchanged for Exchange Notes or Outstanding Notes (if any) not tendered for
exchange, are to be issued in the name of someone other than the undersigned, or
(ii) if Outstanding Notes tendered by book-entry transfer which are not
exchanged are to be returned by credit to an account maintained at the
Depositary.
Issue to:
Name___________________________________
(Please Print)
Address________________________________
_______________________________________
(Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
Credit Outstanding Notes not exchanged and delivered by book-entry transfer
to the Depositary account set forth below:
_______________________________________
(Account Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)
To be completed ONLY (i) if the Exchange Notes issued in exchange for
Outstanding Notes, certificates for Outstanding Notes in a principal amount not
exchanged for Exchange Notes or Outstanding Notes (if any) not tendered for
exchange, are to be mailed or delivered to someone other than the undersigned,
or to the undersigned at an address other than the address shown below the
undersigned's signature.
Mail or delivered to:
Name__________________________________
(Please Print)
Address________________________________
_______________________________________
(Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
BENEFICIAL OWNER(S)
STATE OF PRINCIPAL RESIDENCE OF EACH PRINCIPAL AMOUNT OF OUTSTANDING NOTES
BENEFICIAL OWNER OF OUTSTANDING NOTES HELD FOR ACCOUNT OF BENEFICIAL OWNER(S)
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If delivery of Outstanding Notes is to be made by book-entry transfer
to the account maintained by the Exchange Agent at the Depositary, then tenders
of Outstanding Notes must be effected in accordance with the procedures mandated
by the Depositary's Automated Tender Offer Program and the procedures set forth
in the Prospectus under the caption "The Exchange Offer -- Book-Entry Transfer."
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Cott Beverages Inc. (the "Company"), upon the
terms and subject to the conditions set forth in the Prospectus dated _____ ___,
2002 (the "Prospectus") and this Letter of Transmittal (the "Letter of
Transmittal"), which together with the Prospectus constitutes the Company's
offer to exchange (the "Exchange Offer") each $1,000 principal amount of its 8%
Senior Subordinated Notes due 2011, Series B (the "Exchange Notes") for each
$1,000 principal amount of its outstanding 8% Senior Subordinated Notes due
2011, Series A (the "Outstanding Notes"). The undersigned hereby tenders to HSBC
Bank USA for exchange the Outstanding Notes indicated above.
By executing this Letter of Transmittal and subject to and effective
upon acceptance for exchange of the Outstanding Notes tendered for exchange
herewith, the undersigned will have irrevocably sold, assigned, transferred and
exchanged, to the Company, all right, title and interest in, to and under all of
the Outstanding Notes tendered for exchange hereby, and hereby appoints the
Exchange Agent as the true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as agent of the Company) of such
holder of Outstanding Notes with respect to such Outstanding Notes, with full
power of substitution to (i) deliver certificates representing such Outstanding
Notes, or transfer ownership of such Outstanding Notes on the account books
maintained by the Depositary (together, in any such case, with all accompanying
evidences of transfer and authenticity), to the Company, (ii) present and
deliver such Outstanding Notes for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Outstanding Notes, all in accordance
with the terms of the Exchange Offer. The power of attorney granted in this
paragraph shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned
is the owner; (ii) has a net long position within the meaning of Rule 14e-4
under the Securities Exchange Act as amended ("Rule 14e-4") equal to or greater
than the principal amount of Outstanding Notes tendered hereby; (iii) the tender
of such Outstanding Notes complies with Rule 14e-4 (to the extent that Rule
14e-4 is applicable to such exchange), (iv) the undersigned has full power and
authority to tender, exchange, assign and transfer the Outstanding Notes and (v)
that when such Outstanding Notes are accepted for exchange by the Company, the
Company will acquire good and marketable title thereto, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claims. The undersigned will, upon receipt, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Outstanding
Notes tendered for exchange hereby.
The undersigned hereby further represents to the Company that (i) the
Exchange Notes to be acquired by the undersigned in exchange for the Outstanding
Notes tendered hereby and any beneficial owner(s) of such Outstanding Notes in
connection with the Exchange Offer will be acquired by the undersigned and such
beneficial owner(s) in the ordinary course of business of the undersigned, (ii)
the undersigned (if not a broker-dealer referred to in the last sentence of this
paragraph) are not participating and do not intend to participate in the
distribution of the Exchange Notes, (iii) the undersigned has no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes, (iv) the undersigned and each beneficial owner acknowledge and agree that
any person participating in the Exchange Offer for the purpose of distributing
the Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933 (the "Securities Act") in connection
with a secondary resale transaction of the Exchange Notes acquired by such
person and cannot rely on the position of the Staff of the Securities & Exchange
Commission (the "SEC") set forth in certain no-action letters, (v) the
undersigned and each beneficial owner understand that a secondary resale
transaction described in clause (iv) above should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC
and (vi) neither the undersigned nor any beneficial owner is an "affiliate" of
the Company, as defined under Rule 405 under the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Outstanding Notes that were acquired as a result of
market making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of any such Exchange Notes received in respect of
such Outstanding Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
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For purposes of the Exchange Offer, the Company will be deemed to have
accepted for exchange, and to have exchanged, validly tendered Outstanding
Notes, if, as and when the Company gives oral or written notice thereof to the
Exchange Agent. Tenders of Outstanding Notes for exchange may be withdrawn at
any time prior to 5:00 p.m., New York City time, on the Expiration Date. See
"The Exchange Offer -- Withdrawal of Tenders" in the Prospectus. Any Outstanding
Notes tendered by the undersigned and not accepted for exchange will be returned
to the undersigned at the address set forth above unless otherwise indicated in
the box above entitled "Special Delivery Instructions."
The undersigned acknowledges that the Company's acceptance of
Outstanding Notes validly tendered for exchange pursuant to any one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer" and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions," please return any Outstanding Notes not tendered for exchange in
the name(s) of the undersigned. Similarly, unless otherwise indicated in the box
entitled "Special Delivery Instructions," please mail any certificates for
Outstanding Notes not tendered or exchanged (and accompanying documents, as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange in the name(s) of, and return any Outstanding Notes not
tendered for exchange or not exchanged to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Outstanding Notes from the name of the holder of Outstanding Note(s) thereof
if the Company does not accept for exchange any of the Outstanding Notes so
tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Outstanding Note(s).
IN ORDER TO VALIDLY TENDER OUTSTANDING NOTES FOR EXCHANGE, HOLDERS OF
OUTSTANDING NOTES MUST COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF
TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or
agreed to be conferred shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned hereunder shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
otherwise stated in the Prospectus, this tender for exchange of Outstanding
Notes is irrevocable.
SIGN HERE
X __________________________ X _______________________________
(Signature(s) of Owner(s))
Date: _______________, 2001
Must be signed by the registered holder(s) of Outstanding Notes exactly as
name(s) appear(s) on certificate(s) representing the Outstanding Notes or on a
security position listing or by person(s) authorized to become registered
Outstanding Note holder(s) by certificates and documents transmitted herewith.
If signature is by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, please provide the following information. (See
Instruction 6).
Name(s) ___________________________________________
___________________________________________________
___________________________________________________
(Please Print)
Capacity (full title) _____________________________
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_______________________________________________________
(Include Zip Code)
Area Code and Telephone No. (__)_______________________
Tax Identification or Social Security Nos._____________
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature __________________________________
Dated _________________________________________________
Name and Title ________________________________________
(Please Print)
Name of Firm __________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided
below, all signatures on this Letter of Transmittal must be guaranteed by an
institution which is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc. or is a
commercial bank or trust company having an office or correspondence in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934 which is a member of one of
the following recognized Signature Guarantee Programs (an "Eligible
Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program
(MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Outstanding
Notes tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Outstanding Notes
are tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING
NOTES; GUARANTEED DELIVERY PROCEDURE. This Letter of Transmittal is to be
completed by holders of Outstanding Notes (i) if certificates are to be
forwarded herewith or (ii) if tenders are to be made pursuant to the procedures
for tender by book-entry transfer or guaranteed delivery set forth in the
section of the Prospectus entitled "The Exchange Offer." Certificates for all
physically tendered Outstanding Notes or any confirmation of a book-entry
transfer (a "Book-Entry Confirmation"), as well as a properly completed and duly
executed copy of this Letter of Transmittal or facsimile hereof, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the cover of this Letter of
Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.
Holders of Outstanding Notes who elect to tender Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, (ii) who cannot deliver the
Outstanding Notes or other required documents to the Exchange Agent prior to
5:00 p.m., New York City time on the Expiration Date or (iii) who are unable to
complete the procedure for book-entry transfer on a timely basis, may have such
tender effected if (a) such tender is made by or through an Eligible
Institution; and (b) prior to 5:00 p.m., New York City time, on the Expiration
Date, the Exchange Agent has received from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or a facsimile hereof) and
Notice of Guaranteed Delivery (by telegram, telex, facsimile transmission, mail
or hand delivery) setting forth the name and address of the holder of such
Outstanding Notes, the certificate number(s) of such Outstanding Notes and the
principal amount of Outstanding Notes tendered for exchange, stating that tender
is being made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, the certificates representing such
Outstanding Notes (or a Book-Entry Confirmation), in proper form for transfer,
and any other documents required by this Letter of Transmittal, will be
deposited by such Eligible Institution with the Exchange Agent; and (c)
certificates for all tendered Outstanding Notes, or a Book-Entry Confirmation,
together with a copy of the previously executed Letter of Transmittal (or
facsimile thereof) and any other documents required by this Letter of
Transmittal are received by the Exchange Agent within five New York Stock
Exchange trading days after the Expiration Date.
THE METHOD OF DELIVERY OF OUTSTANDING NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER OF OUTSTANDING NOTES. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY
WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, IS RECOMMENDED. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY
OUTSTANDING NOTES SHOULD BE SENT TO THE COMPANY OR THE TRUSTEE.
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No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Outstanding Notes, by execution of this Letter of
Transmittal (or facsimile hereof, if applicable), waive any right to receive
notice of the acceptance of their Outstanding Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Outstanding Notes" above is inadequate, the certificate numbers
and principal amounts of the Outstanding Notes being tendered should be listed
on a separate signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Outstanding Notes may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date by
delivery of written notice of withdrawal to the Exchange Agent at the address
set forth on the cover of this Letter of Transmittal. To be effective, a notice
of withdrawal of Outstanding Notes must (i) specify the name of the person who
tendered the Outstanding Notes to be withdrawn (the "Depositor"), (ii) identify
the Outstanding Notes to be withdrawn (including the certificate number or
numbers and aggregate principal amount of such Outstanding Notes), (iii) be
signed by the holder of Outstanding Notes in the same manner as the original
signature on the Letter of Transmittal by which such Outstanding Notes were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the applicable transfer agent register
the transfer of such Outstanding Notes into the name of the person withdrawing
the tender. Withdrawals of tenders of Outstanding Notes may not be rescinded,
and any Outstanding Notes withdrawn will thereafter be deemed not validly
tendered for purposes of the Exchange Offer and no Exchange Notes will be issued
with respect thereto unless the Outstanding Notes so withdrawn are validly
retendered. Properly withdrawn Outstanding Notes may be retendered by following
one of the procedures described in the section of the Prospectus entitled "The
Exchange Offer -- Procedures for Tendering" at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.
5. PARTIAL TENDERS. (Not applicable to holders of Outstanding
Notes who tender Outstanding Notes by book-entry transfer). Tenders of
Outstanding Notes will be accepted only in integral multiples of $1,000
principal amount. If a tender for exchange is to be made with respect to less
than the entire principal amount of any Outstanding Notes, fill in the principal
amount of Outstanding Notes which are tendered for exchange in column (4) of the
box entitled "Description of Outstanding Notes," as more fully described in the
footnotes thereto. In case of a partial tender for exchange, a new certificate,
in fully registered form, for the remainder of the principal amount of the
Outstanding Notes, will be sent to the holders of such Outstanding Notes unless
otherwise indicated in the appropriate box on this Letter of Transmittal as
promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, POWERS OF
ATTORNEY AND ENDORSEMENTS.
(a) The signature(s) of the holder of Outstanding Notes on
this Letter of Transmittal must correspond with the name(s) as written on the
face of the Outstanding Notes without alternation, enlargement or any change
whatsoever.
(b) If tendered Outstanding Notes are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Outstanding Notes are registered in
different names on several certificates, it will be necessary to complete, sign
and submit as many separate copies of this Letter of Transmittal and any
necessary or required documents as there are different registrations or
certificates.
(d) When this Letter of Transmittal is signed by the holder of
the Outstanding Notes listed and transmitted hereby, no endorsements of
Outstanding Notes or separate powers of attorney are required. If, however,
Outstanding Notes not tendered or not accepted, are to be issued or returned in
the name of a person other than the holder of Outstanding Notes, then the
Outstanding Notes transmitted hereby must be endorsed or accompanied by
appropriate powers of attorney in a form satisfactory to the Company, in either
case signed exactly as the name(s) of the holder of Outstanding Notes appear(s)
on the Outstanding Notes. Signatures on such Outstanding Notes or powers of
attorney must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
(e) If this Letter of Transmittal or Outstanding Notes or
powers of attorney are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
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representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must be
submitted.
(f) If this Letter of Transmittal is signed by a person other
than the registered holder of Outstanding Notes listed, the Outstanding Notes
must be endorsed or accompanied by appropriate powers of attorney, in either
case signed exactly as the name(s) of the registered holder of Outstanding Notes
appear(s) on the certificates. Signatures on such Outstanding Notes or powers of
attorney must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
7. TRANSFER TAXES. Holders tendering pursuant to the Exchange
Offer will not be obligated to pay brokerage commissions or fees to pay transfer
taxes with respect to their exchange under the Exchange Offer unless the box
entitled "Special Issuance Instructions" in this Letter of Transmittal has been
completed, or unless the securities to be received upon exchange are to be
issued to any person other than the holder of the Outstanding Notes tendered for
exchange. The Company will pay all other charges or expenses in connection with
the Exchange Offer. If holders tender Outstanding Notes for exchange and the
Exchange Offer is not consummated, certificates representing the Outstanding
Notes will be returned to the holders at the Company's expense.
Except as provided in this Instruction 7, it will not be
necessary for transfer tax stamps to be affixed to the certificate(s) specified
in this Letter of Transmittal.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the Exchange
Notes are to be issued, or if any Outstanding Notes not tendered for exchange
are to be issued or sent to someone other than the holder of Outstanding Notes
or to an address or other than that shown above, the appropriate boxes on this
Letter of Transmittal should be completed. Holders of Outstanding Notes
tendering Outstanding Notes by book-entry transfer may request that Outstanding
Notes not accepted be credited to such account maintained at the Depositary as
such holder of Outstanding Notes may designate.
9. IRREGULARITIES. All questions as to the form of documents
and the validity, eligibility (including time or receipt), acceptance and
withdrawal of Outstanding Notes will be determined by the Company, in its sole
discretion, whose determination shall be final and binding. The Company reserves
the absolute right to reject any or all tenders for exchange of any particular
Outstanding Notes that are not in proper form, or the acceptance of which would,
in the opinion of the Company or its counsel, be unlawful. The Company reserves
the absolute right to waive any defect, irregularity or condition of tender for
exchange with regard to any particular Outstanding Notes. The Company's
interpretation of the term of, and conditions to, the Exchange Offer (including
the instructions herein) will be final and binding. Unless waived, any defects
or irregularities in connection with the Exchange Offer must be cured within
such time as the Company shall determine. Neither the Company, the Exchange
Agent nor any other person shall be under any duty to give notice of any defects
or irregularities in Outstanding Notes tendered for exchange, nor shall any of
them incur any liability for failure to give such notice. A tender of
Outstanding Notes will not be deemed to have been made until all defects and
irregularities with respect to such tender have been cured or waived. Any
Outstanding Notes received by the Exchange Agent that are not properly tendered
and as to which the defects or irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute
right to waive, amend or modify certain of the specified conditions as described
under "The Exchange Offer - Conditions" in the Prospectus in the case of any
Outstanding Notes tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES. If
a holder of Outstanding Notes desires to tender Outstanding Notes pursuant to
the Exchange Offer, but any of such Outstanding Notes has been mutilated, lost,
stolen or destroyed, such holder of Outstanding Notes should write to or
telephone the Trustee at the address listed below, concerning the procedures for
obtaining replacement certificates for such Outstanding Notes, arranging for
indemnification or any other matter that requires handling by the Trustee:
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HSBC Bank USA
452 Fifth Avenue
New York, New York 10018
Attn: Issuer Services
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests
for information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF,
IF APPLICABLE) TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED
BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Outstanding
Notes whose tendered Outstanding Notes are accepted for exchange may be subject
to backup withholding unless the holder provides the Company (as payer), through
the Exchange Agent, with either (i) such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 attached hereto, certifying
that the TIN provided on Substitute Form W-9 is correct (or that such holder of
Outstanding Notes is awaiting a TIN) and that (A) the holder of Outstanding
Notes has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the holder of
Outstanding Notes that he or she is no longer subject to backup withholding; or
(ii) an adequate basis for exemption from backup withholding. If such holder of
Outstanding Notes is an individual, the TIN is such holder's social security
number. If the Exchange Agent is not provided with the correct taxpayer
identification number, the holder of Outstanding Notes may be subject to certain
penalties imposed by the Internal Revenue Service. See the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines") for additional instructions.
Certain other holders of Outstanding Notes (including, among
others, certain foreign entities and certain foreign individuals) are not
subject to these backup withholding and reporting requirements (a "non U.S.
Holder"). A non U.S. Holder is not subject to withholding if the non U.S. holder
submits to the Exchange Agent a properly completed Internal Revenue Service Form
W-8BEN, IRS Form W-8EXP or IRS Form W-8IMY, as applicable (which the Exchange
Agent will provide upon request) signed under penalty of perjury, attesting to
the holder's exempt status.
If backup withholding applies, the Company is required to
withhold 31% of any payment made to the holder of Outstanding Notes or other
payee. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
The holder of Outstanding Notes is required to give the
Exchange Agent the TIN (e.g., social security number or employer identification
number) of the record owner of the Outstanding Notes. If the Outstanding Notes
are held in more than one name or are not held in the name of the actual owner,
consult the enclosed Guidelines for additional guidance regarding which number
to report.
Certificate of Awaiting Taxpayer Identification Number
If the tendering holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, write
"Applied For" in the space for the TIN on Substitute Form W-9, sign and date the
form and the Certificate of Awaiting Taxpayer Identification Number and return
them to the Exchange Agent. If such certificate is completed and the Exchange
Agent is not provided with the TIN within 60 days, the Exchange Agent will
withhold 31% of all payments made thereafter until a TIN is provided to the
Exchange Agent.
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PAYER'S NAME: COTT BEVERAGES INC.
SUBSTITUTE PART 1 - PLEASE PROVIDE YOUR __________________________________
TIN IN THE BOX AT RIGHT AND Social Security Number
FORM W-9 CERTIFY BY SIGNING AND DATING
BELOW OR
Department of the Treasury
Internal Revenue Service __________________________________
Employer Identification Number
Payer's Request for Taxpayer
Identification Number (TIN)
PART 2 - PART 3 -
Certification Under Penalties of Perjury, I
certify that: Awaiting
TIN [ ]
(1) The number shown on this form is my
current 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: (i) I am
exempt from backup withholding, (ii)
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 (iii) the IRS has notified me
that I am no longer subject to
backup withholding and
(3) I am a U.S. person (including a U.S.
resident alien).
Certificate instructions - You must cross out
item (2) in Part 2 above if you have been
notified by the IRS that you are currently
subject to backup withholding because of
failing to report or under reporting interest
or dividends on your tax return. However, if
after being notified by the IRS that you are
subject to backup withholding you receive
another notification from the IRS stating
that you are no longer subject to backup
withholding, do not cross out item (2).
SIGNATURE __________________________________________ DATE _________________
NAME ______________________________________________________________________
ADDRESS ___________________________________________________________________
CITY ______________________ STATE_______________ ZIP CODE _________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECK THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
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PAYER'S NAME: COTT BEVERAGES INC.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver such an application in the near future. I understand
that if I do not provide a taxpayer identification number with sixty (60) days,
31% of all reportable payments made to me thereafter will be withheld until I
provide such a number.
- ----------------------------------------------------- -------------------
Signature Date
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INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
COTT BEVERAGES INC.
8% SENIOR SUBORDINATED NOTES DUE 2011, SERIES A
The undersigned hereby acknowledges receipt of the Prospectus dated
_____ __, 2001 (the "Prospectus") of Cott Beverages Inc., a Georgia corporation
(the "Company") and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Company's offer (the "Exchange
Offer"). 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 8% Senior
Subordinated Notes due 2011, Series A (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 the Outstanding Notes.
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
[ ] To TENDER the following Outstanding Notes held by your for the
account of the undersigned (insert principal amount of Outstanding Notes to be
tendered, if any):
$__________ of the Outstanding Notes.
[ ] NOT to TENDER any Outstanding Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Outstanding Notes held
by you for the account of the undersigned, it is understood that you are
authorized (a) 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 of the Outstanding Notes, including but not
limited to the representations that (i) the undersigned's principal residence is
in the state of (fill in state) ____________________, (ii) the undersigned is
acquiring the 8% Senior Subordinated Notes due 2011, Series B (the "Exchange
Notes") in the ordinary course of business of the undersigned, (iii) the
undersigned is not participating, does not intend to participate, and has no
arrangement or understanding with any person to participate, in the distribution
of Exchange Notes, (iv) the undersigned acknowledges that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act of 1933 (the "Securities Act"), as amended, in connection
with any resale transaction of the Exchange Notes acquired by such person and
cannot rely on the position of the Staff of the Securities and Exchange
Commission set forth in certain no-action letters (see the section of the
Prospectus entitled "The Exchange Offer -- Resale of the Exchange Notes"), (v)
the undersigned understands that a secondary resale transaction described in
clause (iv) above should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or Item
508, if applicable, of Regulation S-K of the Securities & Exchange Commission,
(vi) the undersigned is not an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company, (vii) if the undersigned is not a broker-dealer,
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes; and (viii) if the undersigned is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Outstanding Notes
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes received in respect of such Outstanding Notes pursuant to the
Exchange Offer; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as
set forth in the Letter of Transmittal; and (c) to take such other action as
necessary under the Prospectus or the Letter of Transmittal to effect the valid
tender of Outstanding Notes.
SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
Signature(s): _________________________________________________________________
Name(s) (please print): _______________________________________________________
Address: ______________________________________________________________________
Telephone Number: _____________________________________________________________
Taxpayer Identification or Social Security Number: ____________________________
Date: _________________________________________________________________________
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