(NY) 16527/002/EXCHANGE/EDGAR/EX99-1ED
LETTER OF TRANSMITTAL
To Tender for Exchange
7% Senior Notes due 2029
of
THE PEPSI BOTTLING GROUP, INC.
Pursuant to the Prospectus dated [ ] __, 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ] __,
1999 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS EXTENDED BY THE
COMPANY IN ITS SOLE DISCRETION, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL
MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS
MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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Delivery to: The Chase Manhattan
Bank, as Exchange Agent
By Registered or Certified Mail,
By Facsimile Overnight Courier or by Hand: Confirm by Telephone
(212) 638-7375, or The Chase Manhattan Bank (212) 638-0828
(212) 344-9367 55 Water Street
(For Eligible Institutions Only) Room 234, North Building
New York, New York 10041
Attention: Carlos Esteves
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission 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 [ ] __, 1999
(the "Prospectus") of The Pepsi Bottling Group, Inc., a Delaware corporation
(the "Company"), and this letter of transmittal (the "Letter of Transmittal"),
which together with the Prospectus constitutes the Company's offer (the
"Exchange Offer") to exchange $1,000 principal amount of its 7% Series B
Senior Notes due 2029 (the "New Notes") for each $1,000 principal amount of
its outstanding 7% Senior Notes due 2029 (the "Old 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.
The undersigned hereby tenders the Old Notes described in the box
entitled "Description of Old Notes" below pursuant to the terms and conditions
described in the Prospectus and this Letter of Transmittal. The undersigned is
the holder (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility (as defined) whose name
appears on a security position listing as a holder of a book-entry interest in
the Global Notes representing Old Notes) of all such Old Notes and the
undersigned represents that it has received from each beneficial owner of such
Old Notes ("Beneficial Owners") a duly completed and executed form of
"Instruction to 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 by a holder of Old Notes (i) if
certificates representing Old Notes are to be forwarded herewith, (ii) if
delivery of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC") (the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in the section of
the Prospectus entitled "The Exchange Offer--Procedures for Tendering Old
Notes," or (iii) if a tender is made pursuant to the guaranteed delivery
procedures in the section of the Prospectus entitled "The Exchange
Offer--Guaranteed Delivery Procedures."
The undersigned hereby represents and warrants that the information
received from the beneficial owners is accurately reflected in the boxes
entitled "Beneficial Owner(s)--Purchaser Status" and "Beneficial
Owner(s)--Residence."
Any beneficial owner whose Old Notes are held in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to
tender should contact such holder of Old Notes promptly and instruct such
holder of Old Notes to tender on behalf of the beneficial owner. If such
beneficial owner wishes to tender on such owner's own behalf, such beneficial
owner must, prior to completing and executing this Letter of Transmittal and
delivering its Old Notes, either make appropriate arrangements to record
ownership of the Old Notes in such beneficial owner's name or obtain a
properly completed power of attorney from the holder of Old Notes. The
transfer of record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must (i) complete the box entitled "Description of Old Notes," (ii)
complete the boxes entitled "Beneficial Owner(s)--Purchaser Status" and
"Beneficial Owner(s)--Residence," (iii) if appropriate, check and complete the
boxes relating to book-entry transfer, guaranteed delivery, Special Issuance
Instructions and Special Delivery Instructions, (iv) sign the Letter of
Transmittal by completing the box entitled "Sign Here" and (v) complete the
Substitute Form W-9. Each holder of Old Notes should carefully read the
detailed instructions below prior to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange
and (i) whose Old Notes are not immediately available or (ii) who cannot
deliver their Old Notes and all other documents required hereby to
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the Exchange Agent on or prior to the Expiration Date may tender their Old
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.
Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the box below entitled "Description of Old
Notes," complete the boxes entitled "Beneficial Owner(s)--Purchaser Status"
and "Beneficial Owner(s)--Residence" and sign the box below entitled "Sign
Here." If only those columns are completed, such holder of Old Notes will have
tendered for exchange all Old Notes listed in column (3) below. If the holder
of Old Notes wishes to tender for exchange less than all of such Old Notes,
column (4) must be completed in full. In such case, such holder of Old Notes
should refer to Instruction 5.
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DESCRIPTION OF OLD NOTES
(1) (2) (3) (4)
Principal
Aggregate Amount
Old Note Principal Tendered for
Name(s) and Address(es) of Number(s) Amount Exchange
Holder(s) of Old Note(s), exactly as (attach signed Represented (must be in integral
Name(s) appear(s) in records of the Book-Entry list if by multiples of
Depositary (Please Fill in, if Blank) necessary) Certificate(s)(1) $1,000)(2)
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Total
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(1) Unless indicated in the column "Principal Amount Tendered For Exchange,"
any tendering Holder of Old Notes will be deemed to have tendered the
entire aggregate principal amount represented by the column labeled
"Aggregate Principal Amount Represented by Certificate(s)."
(2) The minimum payment tender is $1,000 in principal amount of Old Notes.
All other tenders must be in integral multiples of $1,000.
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[ ] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH
DTC, THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (FOR
USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER DEFINED) ONLY):
Name of Tendering Institution:___________________________________________
Account Number:__________________________________________________________
Transaction Code Number:_________________________________________________
[ ] CHECK HERE IF TENDERED OLD 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 Holder of 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):____________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:____________________________________________________________________
Address:_________________________________________________________________
_________________________________________________________________________
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) (See Instructions 1, 6, 7 and 8)
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To be completed ONLY (i) if the New Notes To be completed ONLY if the New Notes issued
issued in exchange for Old Notes, certificates for in exchange for Old Notes, certificates for Old Notes
Old Notes in a principal amount not exchanged for in a principal amount not exchanged for New Notes,
New Notes, or Old Notes (if any) not tendered for or Old Notes (if any) not tendered for exchange, are
exchange, are to be issued to someone other than to be mailed or delivered (i) to someone other than
the undersigned or (ii) if Old Notes tendered by the undersigned or (ii) to the undersigned at an
book-entry transfer which are not exchanged are to address other than the address shown below the
be returned by credit to an account maintained at undersigned's signature.
the Book-Entry Transfer Facility.
Mail or delivered to:
Issue to:
Name________________________________________________ Name_________________________________________________
(Please Print) (Please Print)
Address_____________________________________________ Address______________________________________________
____________________________________________________ _____________________________________________________
(Zip Code) (Zip Code)
____________________________________________________ _____________________________________________________
(Taxpayer Identification No. or Social Security No.)
(Taxpayer Identification No. or Social Security No.)
Credit Old Notes not exchanged and delivered by
book-entry transfer to the Book-Entry Transfer
Facility (DTC) account set forth below:
____________________________________________________
(Account Number)
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BENEFICIAL OWNER(S)--RESIDENCE
STATE OF DOMICILE/PRINCIPAL PLACE PRINCIPAL AMOUNT OF PRIVATE
OF BUSINESS OF EACH BENEFICIAL NOTES HELD FOR ACCOUNT OF
OWNER OF OLD NOTES BENEFICIAL OWNER(S)
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
BENEFICIAL OWNER(S)--PURCHASER STATUS
The beneficial owner of each of the Old Notes described herein is (check the
box that applies):
[ ] A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
[ ] An "Institutional Accredited Investor" (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act)
[ ] A non "U.S. person" (as defined in Regulation S of the Securities Act) that
purchased the Old Notes outside the United States in accordance with Rule
904 of the Securities Act
[ ] Other (describe)___________________________________________________________
___________________________________________________________________________
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Pursuant to the offer by The Pepsi Bottling Group, Inc., a Delaware
corporation (the "Company") , upon the terms and subject to the conditions set
forth in the Prospectus dated [ ] __, 1999 (the "Prospectus") and this Letter
of Transmittal (the "Letter of Transmittal"), which together with the
Prospectus constitutes the Company's offer (the "Exchange Offer") to exchange
$1,000 principal amount of its 7% Series B Senior Notes due 2029 (the "New
Notes") for each $1,000 principal amount of its outstanding 7% Senior Notes
due 2029 (the "Old Notes"), the undersigned hereby tenders to the Company for
exchange the Old Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Old 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 Old
Notes tendered for exchange hereby, and hereby will have appointed 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 Old Notes with respect to such Old Notes, with full power of
substitution to (i) deliver certificates representing such Old Notes, or
transfer ownership of such Old Notes on the account books maintained by DTC,
the Book-Entry Transfer Facility, (together, in any such case, with all
accompanying evidences of transfer and authenticity), to the Company, (ii)
present and deliver such Old 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 Old 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) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes and (iii) that when such Old 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 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 Old Notes tendered for exchange
hereby.
By tendering, each holder of Old Notes represents to the Company that (i)
the New Notes to be acquired by the undersigned in exchange for the Old Notes
tendered hereby are being obtained in the ordinary course of business of the
person receiving such New Notes, whether or not such person is such holder,
(ii) neither the holder of Old Notes nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such New Notes, (iii) the holder and any such other person
acknowledge and agree that any person who is a broker-dealer registered under
the Exchange Act or is participating in the Exchange Offer for the purpose of
distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes acquired by such person and cannot rely on
the position of the staff of the Commission set forth in certain no-action
letters, (iv) the holder and any such other person understand that a secondary
resale transaction described in clause (iii) above and any resales of New
Notes obtained by the holder and any such
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other person in exchange for the Old Notes originally acquired by the
undersigned directly from the Company should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (v) neither the holder nor any such other person is an
"affiliate," within the meaning of Rule 405 under the Securities Act, of the
Company. If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
New Notes. If the undersigned is a broker-dealer that will receive New Notes
for its own account in exchange for Old 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 New Notes; 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.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted validly tendered Old Notes, when, as and if the Company gives oral or
written notice thereof to the Exchange Agent. Tenders of Old Notes for
exchange may be withdrawn at any time prior to 5:00 p.m. on the Expiration
Date. See "The Exchange Offer--Withdrawal Rights" in the Prospectus. Any Old
Notes tendered by the undersigned and not accepted for exchange will be
returned without expense to the undersigned at the address set forth above
unless otherwise indicated in the box above entitled "Special Delivery
Instructions" as promptly as practicable after the expiration or termination
of the Exchange Offer.
The undersigned acknowledges that the Company's acceptance of Old 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 Old Notes not tendered for exchange to the
undersigned. Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail any certificates for Old 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
New Notes issued in exchange for the Old Notes accepted for exchange to, and
return any Old 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 Old Notes from the name of the holder
of Old Note(s) thereof if the Company does not accept for exchange any of the
Old Notes so tendered for exchange or if such transfer would not be in
compliance with any transfer restrictions applicable to such Old Note(s).
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD 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, incapacity, or dissolution 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 Old Notes is irrevocable.
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SIGNATURE(S)
_______________________________________________________________________________]
SIGN HERE
(Signature(s) of Owner(s))______________________________________________________
Date: ___________________, 1999
Must be signed by the holder(s) of Old Notes exactly as name(s) appear(s) in
records of Book-Entry Depositary or on a security position listing or by
person(s) authorized to become Old 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):_________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Principal place of business (if different from address listed above):__________
_______________________________________________________________________________
_______________________________________________________________________________
(Including Zip Code)
Area Code and Telephone No.: ( )__________________________________________
Tax Identification or Social Security Nos:_____________________________________
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature:__________________________________________________________
Name and Title:________________________________________________________________
Name of Firm:__________________________________________________________________
(Please Print)
Dated: _______________, 1999
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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 (1) a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the United States, or (3)
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 holder(s) of the Old Notes
tendered herewith and such 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 Old 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 OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders
of Old 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 Old
Notes or any timely 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 the
Expiration Date. Holders of Old Notes who elect to tender Old Notes and (i)
whose Old Notes are not immediately available or (ii) who cannot deliver their
Old Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date may tender their Old Notes according to the
guaranteed delivery procedures set forth in the Prospectus. Holders may have
such tender effected if: (a) such tender is made through an Eligible
Institution; (b) prior to the Expiration Date, the Exchange Agent has received
from such Eligible Institution a properly completed and duly executed Letter
of Transmittal (or a facsimile thereof) 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 Old Notes, the certificate
number(s) of such Old Notes and the amount of Old Notes tendered, stating that
tender is being made thereby and guaranteeing that, within three New York
Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificate(s) for all physically tendered Old Notes,
in proper form for transfer or a Book-Entry confirmation, as the case may be,
and all other documents required by this Letter of Transmittal, will be
deposited by such Eligible Institution with the Exchange Agent; and (c) the
certificate(s) for all physically tendered Old Notes in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with all
other documents required by this Letter of Transmittal, are received by
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the Exchange Agent within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED
MAIL, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY MAIL, IT
IS RECOMMENDED THAT THE ELIGIBLE HOLDER USE AN OVERNIGHT OR HAND DELIVERY
SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NEITHER THIS
LETTER OF TRANSMITTAL NOR ANY OLD NOTES SHOULD BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a
separate signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time prior
to 5:00 p.m. 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 or by compliance with the appropriate procedures of
DTC's Automated Tender Offer Program ("ATOP") system. To be effective, a
notice of withdrawal of Old Notes must (i) specify the name of the person who
tendered the Old Notes to be withdrawn and (ii) identify the Old Notes to be
withdrawn (if certificates for Old Notes have been delivered, including the
certificate number or numbers and principal amount of such Old Notes). Any
such notice of withdrawal must specify the name and number of the account at
DTC, the Book-Entry Transfer Facility, to be credited with the withdrawn Old
Notes. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer, the executed notice of withdrawal, guaranteed by an
Eligible Institution (unless such Holder is an Eligible Institution must
specify the name and number of the account at the Book-Entry Transfer Facility
to be credited with the withdrawn Old Notes and otherwise comply with the
procedures of such facility. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company in its sole discretion, whose determination shall be final and
binding on all parties. Any Old Notes so withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer. Properly withdrawn
Old Notes may be retendered by following one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer--Procedures for
Tendering Old Notes" at any time on or prior to the Expiration Date.
5. PARTIAL TENDERS. Tenders of Old 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 Old Notes
held by any holder, fill in the principal amount of Old Notes which are
tendered for exchange in column (4) of the box entitled "Description of Old
Notes," as more fully described in the footnotes thereto. In case of a partial
tender for exchange, a new certificate, for the remainder of the principal
amount of the Old Notes, will be sent to such holder of Old Notes unless
otherwise indicated in the
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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, ASSIGNMENT AND ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter of
Transmittal must correspond with the name(s) of the holder as recorded in the
records of the Book-Entry Depositary without alternation, enlargement or any
change whatsoever.
(b) If tendered Old Notes are owned by two or more joint owners, all such
owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are owned 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 Old
Notes listed and transmitted hereby, no endorsements of Old Notes or powers of
attorney are required. If, however, Old Notes not tendered or not accepted,
are to be issued or returned to a person other than the holder of Old Notes,
then the Old Notes transmitted hereby must be endorsed or accompanied by a
properly completed power of attorney, in a form satisfactory to the Company,
in either case signed exactly as the name(s) of the holder of Old Notes
appear(s) in the records of the Book-Entry Depositary. Signatures on such Old
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 powers of attorney are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
proper evidence satisfactory to the Company of such person's authority to so
act must be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person or persons other
than the holder of Old Notes listed herein, this Letter of Transmittal must be
accompanied by appropriate powers of attorney, in either case signed exactly
as the name or names of the holders that appear on the security position
listing maintained by DTC. Signatures on such powers of attorney must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
7. TRANSFER TAXES. Holders who tender their Old Notes will not be
obligated to pay transfer taxes in connection therewith. If, however, a
transfer tax is imposed for any reason other than the transfer of Old Notes to
the Company or its order pursuant to the Exchange Offer, then the amount of
any such transfer taxes (whether imposed on the holder or any other person)
will be payable by the tendering holder. If satisfactory evidence of payment
of such taxes or exemptions therefrom is not submitted with this Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes are to be
issued, or if any Old Notes not tendered for exchange are to be issued or sent
to someone other than the holder of Old Notes or to an address other than that
shown above, the appropriate boxes on this Letter of Transmittal
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should be completed. Holders of Old Notes tendering Old Notes by book-entry
transfer may request that Old Notes not accepted be credited to such account
maintained at DTC as such holder of Old Notes may designate.
9. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires
that a tendering holder whose Old Notes are accepted for exchange must provide
the Company (as payer) with such holder's correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 below, which in the case of a tendering
holder who is an individual, is his or her social security number. If the
Company is not provided with the current TIN or an adequate basis for an
exemption, such tendering holder may be subject to a $50 penalty imposed by
the Internal Revenue Service. In addition, delivery to such tendering holder
of New Notes may be subject to backup withholding in an amount equal to 31% of
all reportable payments made after the exchange. If withholding results in an
overpayment for taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding
and reporting requirements. See the enclosed Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines")
for additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the "Substitute Form W-9" set forth
below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, or
(ii) the holder has not been notified by the Internal Revenue Service that
such holder is subject to a backup withholding as a result of a failure to
report all interest or dividends or (iii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup
withholding. If the tendering holder of Old Notes is a nonresident alien or
foreign entity not subject to backup withholding, such holder must give the
Company a completed Form W-8, Certificate of Foreign Status. These forms may
be obtained from the Exchange Agent. If the Old Notes are in more than one
name or are not in the name of the actual owner, such holder should consult
the W-9 Guidelines for information on which TIN to report. If such holder does
not have a TIN, such holder should consult the W-9 Guidelines for instructions
on applying for a TIN, check the box in Part 2 of the Substitute Form W-9 and
write "applied for" in lieu of its TIN. Note: Checking this box and writing
"applied for" on the form means that such holder has already applied for a TIN
or that such holder intends to apply for one in the near future. If such
holder does not provide its TIN to the Company within 60 days, backup
withholding will begin and continue until such holder furnishes its TIN to the
Company.
10. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Old Notes tendered
for exchange will be determined by the Company in its sole discretion, which
determination shall be final and binding. The Company reserves the absolute
right to reject any and all tenders of any particular Old Notes not properly
tendered or to reject any particular Old Notes the acceptance of which might,
in the judgment of the Company or its counsel, be unlawful. The Company also
reserves the absolute right, in its sole discretion, to waive any defects or
irregularities or conditions of the Exchange Offer as to particular Old Notes
either before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer. The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Notes either before or after the Expiration Date
(including the Letter of Transmittal and instructions thereto) by the Company
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes for exchange must be
cured within such reasonable period of time as the Company shall determine.
Neither the Company, the Exchange Agent nor any other person shall be under
any duty to give
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notification of any defect or irregularity with respect to any tender of Old
Notes for exchange, nor shall any of them incur any liability for failure to
give such notification. Tenders of Old Notes will not be deemed to have been
made until such defects or irregularities have been cured or waived.
11. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus.
12. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering Holder
whose Old Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address listed below for further instructions:
The Chase Manhattan Bank
55 Water Street
Room 234, North Building
New York, New York 10041
Attention: Carlos Esteves
13. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for informatio
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.
14. INCORPORATION OF LETTER OF TRANSMITTAL. This Letter of Transmittal
shall be deemed to be incorporated in and acknowledged and accepted by any
tender through DTC's ATOP system by any participant in DTC on behalf of itself
and the beneficial owners of any Old Notes so tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE) TOGETHER WITH CERTIFICATES, OR BOOK-ENTRY CONFIRMATION OR THE
NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 9)
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PAYER'S NAME: THE PEPSI BOTTLING GROUP, INC.
- -----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT
Form W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
Department of the Treasury
Internal Revenue Service Social Security Number
OR
Employer Identification
Number
- -----------------------------------------------------------------------------------------------------------------------------------
Payer's Request for CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I Part 2--
Taxpayer Identification CERTIFY THAT
Number ("TIN") (1) the number shown on this form is my correct Taxpayer TIN Applied for [ ]
and Certification Identification Number (or I am waiting for a number
to be issued to me).
(2) I am not subject to backup withholding either because
(a) I am exempt from backup withholding, or (b) I have
not been notified by the Internal Revenue
Service (the "IRS") that I am subject to backup
withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) any other information provided on this form is true and
correct.
SIGNATURE_______________________________ DATE ________
- -----------------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to
backup withholding because of under reporting of interest or dividends on your
tax return and you have not been notified by the IRS that you are no longer
subject to backup withholding.
- -----------------------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Service Center or Social Security Administrative Office or (b) intend
to mail or deliver an application in the near future. I understand that if I
do not provide a Taxpayer Identification Number by the time of the exchange,
31 percent of all reportable payments made to me thereafter will be withheld
until I provide a number.
- ------------------------------------- -----------------------------
Signature Date
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