EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
10 3/4% SENIOR SUBORDINATED NOTES DUE 2012
IN EXCHANGE FOR
10 3/4% SENIOR SUBORDINATED NOTES DUE 2012
OF
BERRY PLASTICS CORPORATION
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2002 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY BERRY PLASTICS
CORPORATION IN ITS SOLE DISCRETION. TENDERS OF OUTSTANDING NOTES MAY BE
WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
EXCHANGE AGENT:
U.S. BANK TRUST NATIONAL ASSOCIATION
BY MAIL:
U.S. BANK TRUST NATIONAL ASSOCIATION
180 EAST FIFTH STREET
P.O. BOX 64111
ST. PAUL, MN 551654-0111
ATTENTION: SHAUNA THILMANY
FACSIMILE: 651-244-1537
CONFIRM BY TELEPHONE: 651-244-8112
BY HAND OR OVERNIGHT DELIVERY:
U.S. BANK TRUST NATIONAL ASSOCIATION
180 EAST FIFTH STREET
4TH FLOOR--BOND DROP WINDOW
ST. PAUL, MN 55101
ATTENTION: SHAUNA THILMANY
FACSIMILE: 651-244-1537
CONFIRM BY TELEPHONE: 651-244-8112
BY HAND:
U.S. BANK TRUST NATIONAL ASSOCIATION
100 WALL STREET
16TH FLOOR--BOND DROP WINDOW
NEW YORK, NY 10005
ATTENTION: BARBARA NASTRO
DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS SET
FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
dated , 2002 (the "Prospectus") of Berry Plastics Corporation
("Berry") which, together with this Letter of Transmittal (the "Letter of
Transmittal"), constitute Berry's offer (the "Exchange Offer") to exchange
$1,000 in stated amount at maturity of a new series of 10 3/4% Senior
Subordinated Notes Due 2012 (the "Exchange Notes") of Berry for each $1,000 in
stated amount at maturity of outstanding 10 3/4% Senior Subordinated Notes Due
2012 (the "Outstanding Notes") of Berry. The terms of the Exchange Notes are
identical in all material respects (including stated amount at maturity,
interest rate and maturity) to the terms of the Outstanding Notes for which they
may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes
will have been registered under the Securities Act of 1933 (the "Securities
Act"), as amended, and, therefore, will not bear legends restricting the
transfer thereof.
This Letter of Transmittal is to be used by Holders (as defined below) if: (i)
certificates representing Outstanding Notes are to be physically delivered to
the Exchange Agent herewith by Holders; (ii) tender of Outstanding Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC") by any financial institution that is a participant in DTC
and whose name appears on a security position listing as the owner of
Outstanding Notes (such participants, acting on behalf of Holders, are referred
to herein, together with such Holders, as "Acting Holder"); or (iii) tender of
Outstanding Notes is to be made according to the guaranteed delivery procedures.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
If delivery of the Outstanding Notes is to be made by book-entry transfer to the
account maintained by the Exchange Agent at DTC as set forth in (ii) in the
immediately preceding paragraph, this Letter of Transmittal need not be manually
executed; provided, however, that tenders of Outstanding Notes must be effected
in accordance with the procedures mandated by DTC's Automated Tender Offer
Program ("ATOP"). To tender Outstanding Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which the participant acknowledges its receipt of and
agrees to be bound by this Letter of Transmittal.
Unless the context requires otherwise, the term "Holder" for purposes of this
Letter of Transmittal means: (i) any person in whose name Outstanding Notes are
registered on the books of Berry or any other person who has obtained a properly
completed bond power from the registered Holder or (ii) any participant in DTC
whose Outstanding Notes are held of record by DTC who desires to deliver such
Outstanding Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of Transmittal
to indicate the action the undersigned desires to take with respect to the
Exchange Offer.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
List below the Outstanding Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate Numbers and Stated
Amounts at Maturity should be listed on a separate signed schedule affixed
hereto. Tenders of Outstanding Notes will be accepted only in authorized
denominations of $1,000.
2
<Table>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES
- ----------------------------------------------------------------------------------------------------------------------
CERTIFICATE NUMBER(S)* AGGREGATE STATED AMOUNT
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (ATTACHED SIGNED LIST AT MATURITY TENDERED
(PLEASE FILL IN, IF BLANK) IF NECESSARY) (IF LESS THAN ALL)**
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
TOTAL STATED AMOUNT AT
MATURITY OF OUTSTANDING
NOTES TENDERED
- ----------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tending by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed. See Instruction
2.
- ----------------------------------------------------------------------------------------------------------------------
</Table>
3
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
DTC Book-Entry Account:
Transaction Code No.:
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available, or (ii) who cannot deliver their
Outstanding Notes, the Letter of Transmittal or any other required documents to
the Exchange Agent prior to the Expiration Date, or cannot complete the
procedure for book-entry transfer on a timely basis, may effect a tender
according to the guaranteed delivery procedures and must also complete the
Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Outstanding Notes:
Window Ticket No. (If Any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution That Guaranteed Delivery:
DTC Book-Entry Account No.:
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:
4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Berry the above-described stated amount at
maturity of Outstanding Notes. Subject to, and effective upon, the acceptance
for exchange of the Outstanding Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, Berry all right,
title and interest in and to such Outstanding Notes. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent as the true and lawful
agent and attorney-in-fact of the undersigned (with full knowledge that said
Exchange Agent also acts as the agent of Berry and as Trustee under the
Indenture for the Outstanding Notes and the Exchange Notes) to cause the
Outstanding Notes to be assigned, transferred and exchanged. The undersigned
represents and warrants that it has full power and authority to tender,
exchange, assign and transfer the Outstanding Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Outstanding Notes, and that,
when the same are accepted for exchange, Berry will acquire good and
unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Berry to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "the exchange offer--Conditions to the exchange
offer". The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by Berry) as more particularly set forth in
the Prospectus, Berry may not be required to exchange any of the Outstanding
Notes tendered hereby and, in such event, the Outstanding Notes not exchanged
will be returned to the undersigned at the address shown below the signature of
the undersigned.
By tendering, each Holder of Outstanding Notes represents to Berry that (i) the
Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is such Holder, (ii) neither the Holder of Outstanding Notes
nor any such other person has an arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes in violation of the provisions of the Securities Act, (iii)
if the Holder is not a broker-dealer or is a broker-dealer but will not receive
Exchange Notes for its own account in exchange for Outstanding Notes, neither
the Holder nor any such other person is engaged in or intends to participate in
a distribution of the Exchange Notes and (iv) neither the Holder nor any such
other person is an "affiliate" of Berry or any Guarantor within the meaning of
Rule 405 under the Securities Act or, if such Holder is such an "affiliate",
that such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable. If the tendering
Holder is a broker-dealer (whether or not it is also an "affiliate" of Berry
within the meaning of Rule 405 under the Securities Act) that will receive
Exchange Notes for its own account in exchange for Outstanding Notes, it
represents that the Outstanding Notes to be exchanged for the Exchange Notes
were acquired by it as a result of market-making activities or other trading
activities, and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, Berry shall be deemed to have accepted
validly tendered Outstanding Notes when, as and if Berry has given oral or
written notice thereof to the Exchange Agent
5
and complied with the applicable provisions of the Registration Rights
Agreement. If any tendered Outstanding Notes are not accepted for exchange
pursuant to the Exchange Offer for any reason or if Outstanding Notes are
submitted for a greater stated amount at maturity than the holder desires to
exchange, such unaccepted or non-exchanged Outstanding Notes will be returned
without expense to the tendering Holder thereof (or, in the case of Outstanding
Notes tendered by book-entry transfer into the Exchange Agent's account at the
Book-Entry Transfer Facility pursuant to customary book-entry transfer
procedures, such non-exchanged Notes will be credited to an account maintained
with such Book-Entry Transfer Facility) as promptly as practicable after the
expiration or termination of the Exchange Offer.
All authority conferred or agreed to be conferred by this Letter of Transmittal
shall survive the death, incapacity or dissolution of the undersigned and every
obligation under this Letter of Transmittal shall be binding upon the
undersigned's heirs, personal representatives, successors and assigns.
The undersigned understands that tenders of Outstanding Notes pursuant to the
instructions hereto will constitute a binding agreement between the undersigned
and Berry upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instruction", please issue
the certificates representing the Exchange Notes issued in exchange for the
Outstanding Notes accepted for exchange and return any Outstanding Notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Outstanding Notes tendered by DTC, by credit to the account
at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions", please send the certificates representing the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange and any
certificates for Outstanding Notes not tendered or not exchanged (and
accompanying documents as appropriate) to the undersigned at the address shown
below the undersigned's signatures, unless, in either event, tender is being
made through DTC. 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 and return any Outstanding Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that Berry has no obligation pursuant to
the "Special Issuance Instructions" and "Special Delivery Instruction" to
transfer any Outstanding Notes from the name of the registered holder(s) thereof
if Berry does not accept for exchange any of the Outstanding Notes so tendered.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF
WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes
exactly as their name(s) appear(s) on certificate(s) for Outstanding Notes or,
if tendered by a participant in DTC, exactly as such participant's name appears
on a security position listing as the owner of Outstanding Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to Berry of such person's authority to so act. See Instruction 3
herein. If the signature appearing below is not of the registered Holder(s) of
the Outstanding Notes, then the registered Holder(s) must sign a valid proxy.
<Table>
X Date:
- --------------------------------------------------- --------------------------------------------
X Date:
- --------------------------------------------------- --------------------------------------------
Signature(s) of Holder(s) or Authorized Signatory
Names: Address:
- --------------------------------------------------- ---------------------------------------------------
- --------------------------------------------------- ---------------------------------------------------
(Please Print) (Including ZIP Code)
Area Code and
Capacity(ies): Telephone No:
- --------------------------------------------------- ---------------------------------------------------
Social Security No(s).:
</Table>
- --------------------------------------------------------------------------------
PLEASE COMPLETE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
- --------------------
7
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the Exchange Notes issued pursuant to
the Exchange Offer are to be issued to the order of, someone other than the
person or persons whose signature(s) appear(s) within this Letter of Transmittal
or issued to an address different from that shown in the box entitled
"Description of Outstanding Notes" within this Letter of Transmittal, or if
Outstanding Notes tendered by book-entry transfer that are not accepted are
maintained at DTC other than the account at DTC indicated above.
Name: --------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- ------------------------------------------------------
(Please Print)
- ------------------------------------------------------
Zip Code:
- ------------------------------------------
Taxpayer Identification or Social Security Number:
------------------------------------------------------------------------
(See Form W-9 herein)
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the Exchange Notes issued pursuant to
the Exchange Offer are sent to, someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal or to be credited to an
account maintained at DTC other than the account at DTC indicated above.
Name: --------------------------------------------------------------------------
Address:
------------------------------------------------------------------------
- ------------------------------------------------------
(Please Print)
- ------------------------------------------------------
Zip Code:
- ------------------------------------------
Taxpayer Identification or Social Security Number:
------------------------------------------------------------------------
(See Form W-9 herein)
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates
for the tendered Outstanding Notes (or a confirmation of a book-entry into the
Exchange Agent's account at DTC of all Outstanding Notes delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal of facsimile hereof and any other documents required by
this Letter of Transmittal must be received by the Exchange Agent at its address
set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.
The method of delivery of the tendered Outstanding Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent are at the
election and risk of the Holder and, 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 the Holder use an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. No Letter of Transmittal or Outstanding Notes should be
sent to Berry.
Holders who wish to tender their Outstanding Notes and (i) whose Outstanding
Notes are not immediately available or (ii) who cannot deliver their Outstanding
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Exchange Date, or who cannot complete the procedure
for book-entry transfer of a timely basis must tender their Outstanding Notes
and follow the guaranteed delivery procedures set forth in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution (as defined below); (ii) prior to the Expiration Date, the
Exchange Agent must have received from the Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Outstanding Notes, the certificate number or numbers of such
Outstanding Notes and the stated amount at maturity of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or copy thereof) (or electronic instructions
containing the character by which the participant acknowledges its receipt of
and agrees to be bound by this Letter of Transmittal) together with the
certificate(s) representing the Outstanding Notes (or a confirmation of
electronic mail delivery of book-entry into the Exchange Agent's account at DTC)
and any of the required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) such properly completed and executed Letter
of Transmittal (or copy thereof) (or electronic instructions containing the
character by which the participant acknowledges its receipt of and agrees to be
bound by this Letter of Transmittal), as well as all other documents required by
this Letter of Transmittal, and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or a confirmation of electronic
mail delivery book-entry delivery into the Exchange Agent's account at DTC),
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date. Any Holder of Outstanding Notes who
wishes to tender these Outstanding Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the
Expiration Date.
All questions as to the validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Outstanding Notes will be determined by
Berry in its sole discretion, which determination will be final and binding.
Berry reserves the absolute right to reject any and all Outstanding Notes not
properly tendered or any Outstanding Notes Berry's acceptance of which would, in
the opinion of counsel for Berry, be unlawful. Berry also reserves the absolute
right to waive any defects, irregularities or conditions of tender as to
particular Outstanding Notes. Berry's interpretation of the terms and
9
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be in its sole discretion and will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as Berry shall determine.
Although Berry intends to notify Holders of defects or irregularities with
respect to tenders of Outstanding Notes, neither Berry, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Outstanding Notes, nor shall any of
them incur any liability for failure to give such notification. Tenders of
Outstanding Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived and will be returned without cost by
the Exchange Agent to the tendering Holders of Outstanding Notes, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.
2. PARTIAL TENDERS; WITHDRAWALS. If less than all Outstanding Notes are
tendered, the tendering Holder should fill in the number of Outstanding Notes
tendered in the third column of the chart entitled "Description of Outstanding
Notes." All Outstanding Notes delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated. If not all Outstanding Notes are
tendered, Outstanding Notes for the aggregate stated amount at maturity of
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If not all Outstanding Notes are tendered,
a certificate or certificates representing Exchange Notes issued in exchange of
any Outstanding Notes tendered and accepted will be sent to the Holder at his or
her registered address, unless a different address is provided in the
appropriate box in this Letter of Transmittal or unless tender is made through
DTC, promptly after the Outstanding Notes are accepted for exchange.
3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Outstanding Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Outstanding Notes tendered and the certificate(s) for Exchange
Notes issued in exchange therefor is to be issued (or any untendered number of
Outstanding Notes is to be reissued) to the registered Holder, such Holder need
not and should not endorse any tendered Outstanding Note, nor provide a separate
bond power. In any other case, such holder must either properly endorse the
Outstanding Notes tendered or transmit a properly completed separate bond power
with this Letter of Transmittal, with the signature on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or copy hereof) if signed by a person other than
the registered Holder(s) of Outstanding Notes listed therein, such Outstanding
Notes must be endorsed or accompanied by properly completed bond powers which
authorized such person to tender the Outstanding Notes on behalf of the
registered Holder, in either case signed as the name of the registered Holder or
Holders appears on the Outstanding Notes.
If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such person should so indicate when signing and
unless waived by Berry, evidence satisfactory to Berry of their authority to so
act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National
10
Association of Securities Dealers, Inc., a commercial bank or trust company
having an office or correspondent in the United States or an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Exchange Act (an
"Eligible Institution") unless the Outstanding Notes tendered pursuant thereto
are tendered (i) by a registered Holder (including any participant in DTC whose
name appears on a security position listing as the owner of Outstanding Notes)
who has not completed the box set forth herein entitled "Special Issuance
Instructions" or "Special Delivery Instructions" of this Letter of Transmittal
or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
are to be sent, if different from the name and address of the person signing
this Letter of Transmittal (or in the case of tender of the Outstanding Notes
through DTC, if different from the account maintained at DTC indicated above).
In the case of issuance in a different name, the taxpayer identification or
social security number of the person named must also be indicated.
5. TRANSFER TAXES. Berry shall pay all transfer taxes, if any, applicable to
the exchange of Outstanding Notes pursuant to the Exchange Offer. If, however,
certificates representing Exchange Notes, or Outstanding Notes for stated
amounts at maturity not tendered or accepted for exchange, are to be delivered
to, or are to be issued in the name of, any person other than the registered
Holder of the Outstanding Notes tendered hereby, or if a transfer tax is imposed
for any reason other than the exchange of Outstanding Notes pursuant to the
Exchange Offer, then the amount of any such transfer taxes (whether imposed on
the registered Holder or any other person) will be payable by the tendering
Holder. If satisfactory evidence of payment of such taxes or exemption therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for transfer
tax stamps to be affixed to the Outstanding Notes listed in this Letter of
Transmittal.
6. WAIVER OF CONDITIONS. Berry reserves the absolute right to amend, waive or
modify, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Outstanding
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth above. In addition, all questions
relating to the Exchange Offer, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
Exchange Agent at the address specified in the Prospectus.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be resolved by Berry, whose determination will be final
and binding. Berry reserves the absolute right in its sole discretion to reject
any or all Letters of Transmittal or tenders that are not in proper form or the
acceptance of which would, in the opinion of Berry or Berry's counsel, be
unlawful. Berry also reserves the right to waive any irregularities or
conditions of tender as to the particular Outstanding Notes covered by any
Letter of Transmittal or tendered pursuant to such Letter of Transmittal. None
of Berry, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
11
for failure to give any such notification. Berry's interpretation of the terms
and conditions of the Exchange Offer shall be final and binding.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted unless converted to by Berry. All tendering
holders of Outstanding Notes, by execution of this Letter of Transmittal, shall
waive any right to receive notice of the acceptance of their Outstanding Notes
for exchange.
11. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and not
otherwise defined have the meanings given in the Prospectus.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE
OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
12
<Table>
Form W-9 REQUEST FOR TAXPAYER
(Rev. January 2002) IDENTIFICATION NUMBER AND CERTIFICATION GIVE FORM TO THE
Department of the Treasury REQUESTER. DO
Internal Revenue Service NOT
SEND TO THE IRS.
- --------------------------------------------------------------------------------------
</Table>
PRINT OR TYPE
SEE SPECIFIC INSTRUC-
TIONS ON PAGE 2.
<Table>
Name
-------------------------------------------------------------------------
Business name, if different from above
-------------------------------------------------------------------------
Check appropriate box: [ ] Individual/Sole Proprietor
[ ] Corporation [ ] Partnership [ ] Other , .......................
[ ] Exempt from backup withholding
-------------------------------------------------------------------------
Address (number, street, and apt. or suite no.)
-------------------------------------------------------------------------
City, state and ZIP code
-------------------------------------------------------------------------
List account number(s) here (optional)
- -----------------------------------------------------------------------------------
Name
------------------------------------------------------------------------- -----------------------------------------------
------------------------------------------------------------------------- -----------------------------------------------
Check appropriate box: [ ] Individual/Sole
Proprietor
[ ] Corporation [ ] Partnership [
] Other , .........................................
[ ] Exempt from backup withholding
------------------------------------------------------------------------- -----------------------------------------------
Requester's name and address (optional)
-------------------------------------------------------------------------
------------------------------------------------------------------------- -----------------------------------------------
- -----------------------------------------------------------------------------------
</Table>
<Table>
PART I TAXPAYER IDENTIFICATION NUMBER (TIN)
-------------------------------------------------------------------------------
Enter your TIN in the appropriate box. For individuals, this SOCIAL SECURITY NUMBER
is your social security number (SSN). HOWEVER, FOR A RESIDENT ALIEN, SOLE PROPRIETOR,
OR DISREGARDED ENTITY, SEE THE PART I INSTRUCTIONS ON PAGE 2. For other entities, it is
your employer identification number (EIN), if you do not have a number, see HOW TO GET
A TIN on page 2.
---------------------------
OR
EMPLOYER IDENTIFICATION NUMBER
---------------------------
NOTE: If the account is in more than one name, see the chart
on page 2 for guidelines on whose number to enter.
PART II CERTIFICATION
-------------------------------------------------------------------------------
</Table>
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct 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: (A) I am exempt from backup
withholding, or (B) I have not been notified by the Internal Revenue Service
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. I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS. You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For
real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt,
contributions to an individual retirement arrangement (IRA), and generally,
payments other than interest and dividends, you are not required to sign the
Certification, but you must provide your correct TIN. (See the instructions on
page 2.)
- --------------------------------------------------------------------------------
SIGN
HERE SIGNATURE OF U.S. PERSON , DATE ,
- --------------------------------------------------------------------------------
PURPOSE OF FORM
A person who is required to file an information return with the IRS must get
your correct taxpayer identification number (TIN) to report, for example, income
paid to you, real estate transactions, mortgage interest you paid, acquisition
or abandonment of secured property, cancellation of debt, or contributions you
made to an IRA.
USE FORM W-9 ONLY IF YOU ARE A U.S. PERSON (including a resident alien), to give
your correct TIN to the person requesting it (the requester) and, when
applicable, to: 1. Certify the TIN you are giving is correct (or you are
waiting for a number to be issued).
2. Certify you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee.
IF YOU ARE A FOREIGN PERSON, USE THE APPROPRIATE FORM W-8. See PUB. 515,
Withholding of Tax on Nonresident Aliens and Foreign Entities.
NOTE: If a requester gives you a form other than a Form W-9 to request your TIN,
you must use the requester's form if it is substantially similar to this Form
W-9.
WHAT IS BACKUP WITHHOLDING? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 30% of such payments AFTER
December 31, 2001 (29% after December 31, 2003). This is called "backup
withholding." Payments that may be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee pay, and certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
You will NOT be subject to backup withholding on payments you receive if you
give the requestor your correct TIN, make the proper certifications, and report
all your taxable interest and dividends on your tax return.
PAYMENTS YOU RECEIVE WILL BE SUBJECT TO BACKUP WITHHOLDING IF:
1. You do not furnish your TIN to the requester, or
2. You do not certify your TIN when required (see the Part II instructions on
page 2 for details), or
3. The IRS tells the requester that you furnished an incorrect TIN, or
4. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts opened
after 1983 only).
Certain payees and payments are exempt from backup withholding. See the
instructions on page 2 and the separate INSTRUCTIONS FOR THE REQUESTER OF FORM
W-9.
PENALTIES
FAILURE TO FURNISH TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure is
due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment.
MISUSE OF TINS. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.
- --------------------------------------------------------------------------------
Cat. No. 10231X Form W-9 (Rev. 1-2002)
13
Form W-9 (Rev. 1-2002) Page 2
- --------------------------------------------------------------------------------
SPECIFIC INSTRUCTIONS
NAME. If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage without informing the Social Security Administration of the name
change, enter your first name, the last name shown on your social security card,
and your new last name.
If the account is in joint names, list first and then circle the name of the
person or entity whose number you enter in Part I of the form.
SOLE PROPRIETOR. Enter your INDIVIDUAL name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing business
as (DBA)" name on the "Business name" line.
LIMITED LIABILITY COMPANY (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, ENTER THE OWNER'S
NAME ON THE "NAME" LINE. Enter the LLC's name on the "Business name" line.
OTHER ENTITIES. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any business,
trade, or DBA name on the "Business name" line.
EXEMPT FROM BACKUP WITHHOLDING. If you are exempt, enter your name as described
above, then check the "Exempt from backup withholding" box in the line following
the business name, sign and date the form.
Individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends. For more information on exempt payees,
see the Instructions for the Requester of Form W-9.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
NOTE: If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding.
PART I--TAXPAYER IDENTIFICATION NUMBER (TIN)
ENTER YOUR TIN IN THE APPROPRIATE BOX.
If you are a RESIDENT ALIEN and you do not have and are not eligible to get an
SSN, your TIN is your IRS individual taxpayer identification number (ITIN).
Enter it in the social security number box. If you do not have an ITIN, see HOW
TO GET A TIN below.
If you are a SOLE PROPRIETOR and you have an EIN, you may enter either your SSN
or EIN. However, the IRS prefers that you use your SSN.
If you are an LLC that is DISREGARDED AS AN ENTITY separate from its owner (see
LIMITED LIABILITY COMPANY (LLC) above), and are owned by an individual, enter
your SSN (or "pre-LLC" EIN, if desired). If the owner of a disregarded LLC is a
corporation, partnership, etc., enter the owner's EIN.
NOTE: See the chart on this page for further clarification of name and TIN
combinations.
HOW TO GET A TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get FORM SS-5, Application for a Social Security Card, from your
local Social Security Administration office. Get FORM W-7, Application for IRS
Individual Taxpayer Identification Number, to apply for an ITIN, or FORM SS-4,
Application for Employer Identification Number, to apply for an EIN. You can get
Forms W-7 and SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or
from the IRS Web Site at www.irs.gov.
If you are asked to complete Form W-9 but do not have a TIN, write "Applied
For" in the space for the TIN, sign and date the form, and give it to the
requester. For interest and dividend payments, and certain payments made with
respect to readily tradable instruments, generally you will have 60 days to get
a TIN and give it to the requester before you are subject to backup withholding
on payments. The 60-day rule does not apply to other types of payments. You will
be subject to backup withholding on all such payments until you provide your TIN
to the requester.
NOTE: Writing "Applied For" means that you have already applied for a TIN OR
that you intend to apply for one soon.
CAUTION: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.
PART II--CERTIFICATION
To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent even
if items 1, 3, and 5 below indicate otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign
(when required). Exempt recipients, see EXEMPT FROM BACKUP WITHHOLDING above.
SIGNATURE REQUIREMENTS. Complete the certification as indicated in 1 through 5
below.
1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct TIN,
but you do not have to sign the certification.
2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983
AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross out
item 2 of the certification.
4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to sign
the certification unless you have been notified that you have previously given
an incorrect TIN. "Other payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services (including payments to
corporations), payments to a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, CANCELLATION OF DEBT, QUALIFIED TUITION PROGRAM PAYMENTS (UNDER
SECTION 529), IRA OR ARCHER MSA CONTRIBUTIONS OR DISTRIBUTIONS, AND PENSION
DISTRIBUTIONS. You must give your correct TIN, but you do not have to sign the
certification.
PRIVACY ACT NOTICE
Section 6109 of the Internal Revenue Code requires you to give your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA or Archer MSA. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation, and to cities, states, and the District of Columbia to
carry out their tax laws.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 30% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.
WHAT NAME AND NUMBER TO
GIVE THE REQUESTER
<Table>
- ----------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- ----------------------------------------------------
1. Individual The individual
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account (1)
3. Custodian account of The minor (2)
a minor (Uniform Gift
to Minors Act)
4. a. The usual The grantor-trustee (1)
revocable savings
trust (grantor is
also trustee)
b. So-called trust The actual owner (1)
account that is not
a legal or valid
trust under state
law
5. Sole proprietorship The owner (3)
- ----------------------------------------------------
FOR THIS TYPE OF ACCOUNT: GIVE NAME AND SSN OF:
- ----------------------------------------------------
6. Sole proprietorship The owner (3)
7. A valid trust, Legal entity (4)
estate, or pension
trust.
8. Corporate The corporation
9. Association, club, The organization
religious,
charitable,
educational, or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or nominee
registered nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
- ----------------------------------------------------
</Table>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's SSN.
(3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
NOTE: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
[RECYCLED PAPER LOGO]
IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR
OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF
GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.
(DO NOT WRITE IN SPACE BELOW)
<Table>
<Caption>
OUTSTANDING OUTSTANDING
CERTIFICATE SURRENDERED NOTES TENDERED NOTES ACCEPTED
- -------------------------------------------------------------------------------------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
Delivery Prepared by: Checked by: Date:
</Table>