NOTICE OF GUARANTEED DELIVERY
with respect to
7% Senior Notes due 2029
of
THE PEPSI BOTTLING GROUP, INC.
Pursuant to the Prospectus dated [ ] ___, 1999
THIS FORM, OR ONE SUBSTANTIALLY EQUIVALENT HERETO, MUST BE USED BY ANY
HOLDER OF 7% SENIOR NOTES DUE 2029 (THE "OLD NOTES") OF THE PEPSI BOTTLING
GROUP, INC., A DELAWARE CORPORATION (THE "COMPANY"), WHO WISHES TO TENDER OLD
NOTES PURSUANT TO THE COMPANY'S EXCHANGE OFFER, AS DEFINED IN THE PROSPECTUS
DATED [ ]___, 1999 (THE "PROSPECTUS") AND (i) WHOSE OLD NOTES ARE NOT
IMMEDIATELY AVAILABLE OR (ii) FOR WHOM TIME WILL NOT PERMIT SUCH HOLDERS OF
OLD NOTES OR OTHER REQUIRED DOCUMENTS TO REACH THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS), OR THE PROCEDURE FOR
BOOK-ENTRY TRANSFER CANNOT BE COMPLETED ON A TIMELY BASIS. SUCH FORM MAY BE
DELIVERED BY FACSIMILE TRANSMISSION, MAIL OR HAND DELIVERY TO THE EXCHANGE
AGENT. SEE "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" IN THE
PROSPECTUS.
Delivery to: The Chase Manhattan Bank, as Exchange Agent
By Registered or Certified Mail, Overnight Courier or by Hand:
The Chase Manhattan Bank
55 Water Street
Room 234, North Building
New York, New York 10041
Attention: Carlos Esteves
or
By Facsimile:
(212) 638-7375, or
(212) 344-9367
(For Eligible Institutions Only)
Confirm by Telephone:
(212) 638-0828
Delivery of this Notice of Guaranteed Delivery to an address other than
as set forth above or transmission via a facsimile number other than as set
forth above will not constitute a valid delivery.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject
to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes or Book-Entry Interests in Old Notes, as applicable, specified below
pursuant to the guaranteed delivery procedures set forth under the caption
"The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. By so
tendering, the undersigned does hereby make, at and as of the date hereof, the
representations and warranties of a tendering holder of Old Notes set forth in
the Letter of Transmittal. The undersigned hereby tenders the Old Notes listed
below:
CERTIFICATE NUMBERS
(IF AVAILABLE) PRINCIPAL AMOUNT TENDERED
- --------------------------------- ---------------------------------------
- --------------------------------- ---------------------------------------
- --------------------------------- --------------------------------------
All authority herein conferred or agreed to be conferred shall survive
the death, incapacity, or dissolution of the undersigned and every obligation
of the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned.
If Old Notes will be tendered by SIGN HERE
book-entry transfer:
Name of Tendering Institution: .......................................
Signature(s)
.....................................
The Depository Trust Company
Account No.:.......................... .......................................
Name(s) (Please Print)
.......................................
Address
.......................................
Zip Code
.......................................
Area Code and Telephone Number
Date:...................................
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in a Recognized Signature Guarantee
Medallion Program, guarantees deposit with the Exchange Agent of the Letter of
Transmittal (or facsimile thereof or Agent's Message in lieu thereof),
together with the Old Notes tendered hereby in proper form for transfer, or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus, and any other required
documents, all by 5:00 p.m., New York City time, on the third New York Stock
Exchange trading day following the date of execution this Notice of Guaranteed
Delivery.
SIGN HERE
.......................................
Name of Firm
.......................................
Authorized Signature
.......................................
Name (Please Print)
.......................................
.......................................
Address
.......................................
Zip Code
.......................................
Area Code and Telephone No.
Date:..................................
DO NOT SEND CERTIFICATE FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.
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INSTRUCTIONS
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at one of its addresses set forth on the cover hereof prior
to 5:00 p.m. on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and all other required documents to the Exchange Agent is
at the election and risk of the Holder but, except as otherwise provided
below, the delivery will be deemed made only when actually received by the
Exchange Agent. Instead of delivery by mail, it is recommended that holders
use an overnight or hand delivery service, properly insured. If such delivery
is by mail, it is recommended that the Holder use properly insured, registered
mail with return receipt requested. For a full description of the guaranteed
delivery procedures, see the Prospectus under the caption "The Exchange
Offer--Guaranteed Delivery Procedures." In all cases, sufficient time should
be allowed to assure timely delivery. No Notice of Guaranteed Delivery should
be sent to the Company.
2. SIGNATURE ON THIS NOTICE OF GUARANTEED DELIVERY; GUARANTEE OF
SIGNATURES. If this Notice of Guaranteed Delivery is signed by the holder(s)
of the Old Notes referred to herein, then the signature must correspond
exactly with the name(s) of the holder(s) that appear on the security position
listing maintained by the Depositary.
If this Notice of Guaranteed Delivery is signed by a person other than
the holder(s) of any Old Notes listed, this Notice of Guaranteed Delivery must
be accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names of the holder(s) that appear on the security
position listing maintained by the Depositary.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of such person's authority so to act must be
submitted with this Notice of Guaranteed Delivery.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
Exchange Offer or the procedure for consenting and tendering as well as
requests for assistance or for additional copies of the Prospectus, the Letter
of Transmittal and this Notice of Guaranteed Delivery, may be directed to the
Exchange Agent at the address set forth on the cover hereof or to your broker,
dealer, commercial bank or trust company.
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