EXHIBIT (a)(2)
Letter of Transmittal
To Tender Shares of Common Stock
of
Odwalla, Inc.
Pursuant to the Offer to Purchase, dated November 6, 2001, by
TCCC Acquisition Corp.
a wholly owned subsidiary of
The Coca-Cola Company
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
SAN FRANCISCO TIME, ON THURSDAY, DECEMBER 6, 2001
UNLESS THE OFFER IS EXTENDED.
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
<Table>
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. EquiServe Trust Company, N.A.
P.O. Box 43034 c/o Securities Transfer and 40 Campanelli Drive
Providence, RI 02940-3034 Reporting Services Inc. Braintree, MA 02184
100 William Street -- Galleria
New York, NY 10038
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN
THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE THEREFOR PROVIDED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<Table>
---------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) SHARES TENDERED
(PLEASE FILL IN, IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
---------------------------------------------------------------------------------------------------------------------------
NUMBER OF
SHARE SHARES NUMBER OF
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
---------------------------------------------------------
TOTAL SHARES
---------------------------------------------------------------------------------------------------------------------------
* Need not be completed by shareholders tendering by book entry transfer.
** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the
Depositary are being tendered. See Instruction 4.
---------------------------------------------------------------------------------------------------------------------------
</Table>
This Letter of Transmittal is to be completed by shareholders of Odwalla,
Inc., a California corporation ("Odwalla"), if certificates for Shares (as
defined below) are to be forwarded herewith or, unless an Agent's Message (as
defined in the Offer to Purchase dated November 6, 2001 (the "Offer to
Purchase")) is utilized, if delivery of Shares is to be made by book-entry
transfer to an account maintained by EquiServe Trust Company, N.A. (the
"Depositary"), at The Depositary Trust Company ("DTC") (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3 of the Offer to
Purchase. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
Shareholders whose certificates for Shares are not immediately available or
who cannot deliver their Shares and all other documents required hereby to the
Depositary prior to the Expiration Date (as defined in the Offer to Purchase),
or who cannot comply with the book-entry transfer procedures on a timely basis,
must tender their Shares pursuant to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase. See Instruction 2.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution
----------------------------------------------------------------------------
Name of Book-Entry Transfer Facility
----------------------------------------------------------------------------
Account No.
----------------------------------------------------------------------------
Transaction Code No.
----------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Tendering Shareholder(s)
----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
---------------------------------------------------------------------
Window Ticket Number (if any)
----------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
--------------------------------------------------------------------------
If Delivery is by Book-Entry Transfer:
Name of Tendering Institution
----------------------------------------------------------------------------
Name of Book-Entry Transfer Facility
----------------------------------------------------------------------------
Account No.
----------------------------------------------------------------------------
Transaction Code No.
----------------------------------------------------------------------------
2
LADIES AND GENTLEMEN:
The undersigned hereby tenders to TCCC Acquisition Corp. (the "Offeror"), a
California corporation and wholly owned subsidiary of The Coca-Cola Company, a
Delaware corporation ("TCCC"), the above-described shares of common stock, no
par value per share (the "Shares"), of Odwalla, Inc., a California corporation
("Odwalla"), pursuant to the Offeror's offer to purchase all of the outstanding
Shares at a purchase price of $15.25 per Share, net to the seller in cash, less
any required withholding taxes and without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase, receipt of which is hereby
acknowledged, and in this Letter of Transmittal (which, together with the Offer
to Purchase, and any amendments or supplements hereto or thereto, collectively
constitute the "Offer"). The Offer is being made in connection with the
Agreement and Plan of Merger, dated as of October 29, 2001 (the "Merger
Agreement"), among TCCC, the Offeror and Odwalla.
Subject to and effective upon acceptance for payment of and payment for the
Shares tendered herewith, the undersigned hereby sells, assigns and transfers to
or upon the order of the Offeror all right, title and interest in and to all the
Shares that are being tendered hereby (and any and all other Shares or other
securities issued or issuable in respect thereof) and appoints the Depositary
the true and lawful agent and attorney-in-fact of the undersigned with respect
to such Shares (and all such other Shares or securities), with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) deliver certificates for such Shares (and all
such other Shares or securities), or transfer ownership of such Shares (and all
such other Shares or securities) on the account books maintained by any of the
Book-Entry Transfer Facilities, together, in any such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of the
Offeror, (b) present such Shares (and all such other Shares or securities) for
transfer on the books of Odwalla and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares (and all such other
Shares or securities), all in accordance with the terms of the Offer.
The undersigned hereby irrevocably appoints each designee of the Offeror as
the agent, attorney-in-fact and proxy of the undersigned, each with full power
of substitution, to exercise all voting and other rights of the undersigned in
such manner as each such attorney and proxy or his substitute shall in his sole
judgment deem proper, with respect to all of the Shares tendered hereby which
have been accepted for payment by the Offeror prior to the time of any vote or
other action (and any and all other Shares or other securities or rights issued
or issuable in respect of such Shares) at any meeting of shareholders of Odwalla
(whether annual or special and whether or not an adjourned meeting), any actions
by written consent in lieu of any such meeting or otherwise. This proxy is
irrevocable, is coupled with an interest in the Shares and is granted in
consideration of, and is effective upon, the acceptance for payment of such
Shares by the Offeror in accordance with the terms of the Offer. Such acceptance
for payment shall revoke any other power of attorney, proxy or written consent
granted by the undersigned at any time with respect to such Shares (and all such
other Shares or other securities or rights), and no subsequent powers of
attorney or proxies will be given or written consents will be executed by the
undersigned (and if given or executed, will not be deemed effective). The
undersigned understands that in order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, the Offeror or its
designee must be able to exercise full voting rights with respect to such Shares
and other securities, including voting at any meeting of shareholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby (and any and all other Shares or other securities or rights
issued or issuable in respect of such Shares) and that when the same are
accepted for payment by the Offeror, the Offeror will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims. The undersigned, upon
request, will execute and deliver any additional documents deemed by the
Depositary or the Offeror to be necessary or desirable to complete the sale,
assignment and transfer of the Shares tendered hereby (and all such other Shares
or other securities or rights).
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute an agreement between the undersigned and the
Offeror upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated under "Special Payment Instructions," please
issue the check for the purchase price of any Shares accepted for payment, and
return any Shares not tendered or not accepted for payment, in the name(s) of
the undersigned. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
accepted for payment and return any certificates for Shares not tendered or not
accepted for payment (and accompanying documents, as appropriate) to the
undersigned at the address shown below the under-
3
signed's signature(s). If both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased and return any Shares not tendered or not
purchased in the name(s) of, and deliver said check and any certificates to, the
person(s) so indicated. Shareholders tendering Shares by book-entry transfer may
request that any Shares not accepted for payment be returned by crediting such
account maintained at such Book-Entry Transfer Facility as such shareholder may
designate by making an appropriate entry under "Special Payment Instructions."
The undersigned recognizes that the Offeror has no obligation, pursuant to the
"Special Payment Instructions," to transfer any Shares from the name of the
registered holder(s) thereof if the Offeror does not accept for payment any of
the Shares so tendered.
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or certificates for Shares not tendered or not purchased are to be
issued in the name of someone other than the undersigned.
Issue [ ] check [ ] certificate to:
Name(s)
------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------
------------------------------------------------------
(ZIP CODE)
------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased or certificates for Shares not tendered or not purchased are to be
mailed to someone other than the undersigned or to the undersigned at an address
other than that shown below the undersigned's signature(s).
Mail check and/or certificates to:
Name
----------------------------------------------
(PLEASE PRINT)
Address
--------------------------------------------
------------------------------------------------------
(ZIP CODE)
4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, signatures
on all Letters of Transmittal must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents Medallion Program or
by any other bank, broker, dealer, credit union, savings association or other
entity which is an "eligible guarantor institution," as such term is defined in
Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each of the
foregoing constituting an "Eligible Institution"), unless the Shares tendered
thereby are tendered (i) by a registered holder of Shares who has not completed
the box labeled "Special Payment Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution. See Instruction 5. If the
certificates are registered in the name of a person or persons other than the
signer of this Letter of Transmittal, or if payment is to be made or delivered
to, or certificates evidencing unpurchased Shares are to be issued or returned
to, a person other than the registered owner or owners, then the tendered
certificates must be endorsed or accompanied by duly executed stock powers, in
either case signed exactly as the name or names of the registered owner or
owners appear on the certificates or stock powers, with the signatures on the
certificates or stock powers guaranteed by an Eligible Institution as provided
herein. See Instruction 5.
2. Delivery of Letter of Transmittal and Shares. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith
or, unless an Agent's Message (as defined in the Offer to Purchase) is utilized,
if the delivery of Shares is to be made by book-entry transfer pursuant to the
procedures set forth in Section 3 of the Offer to Purchase. Certificates for all
physically delivered Shares, or a confirmation of a book-entry transfer into the
Depositary's account at the Book-Entry Transfer Facility of all Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof) and any other documents required by this
Letter of Transmittal, or an Agent's Message in the case of a book-entry
delivery, must be received by the Depositary at one of its addresses set forth
on the front page of this Letter of Transmittal prior to the Expiration Date.
Shareholders who cannot deliver their Shares and all other required documents to
the Depositary prior to the Expiration Date must tender their Shares pursuant to
the guaranteed delivery procedures set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedures: (a) such tender must be made by or
through an Eligible Institution; (b) a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by the
Offeror, must be received by the Depositary prior to the Expiration Date; and
(c) the certificates for all tendered Shares, in proper form for tender, or a
confirmation of a book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility of all Shares delivered electronically, as well as
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof), and any other documents required by this Letter of Transmittal, must
be received by the Depositary within three trading days after the date of
execution of such Notice of Guaranteed Delivery, all as provided in Section 3 of
the Offer to Purchase. The term "trading day" is any day on which the Nasdaq
National Market ("Nasdaq") is open for business.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER FACILITY,
IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. SHARES WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE
OF A BOOK-ENTRY TRANSFER, BY A CONFIRMATION OF A BOOK-ENTRY TRANSFER). IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. By executing this Letter of Transmittal (or
a facsimile thereof), the tendering shareholder waives any right to receive any
notice of the acceptance for payment of the Shares.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares and any other required
information should be listed on a separate schedule attached hereto and
separately signed on each page thereof in the same manner as this Letter of
Transmittal is signed.
4. Partial Tenders (not applicable to shareholders who tender by book-entry
transfer). If fewer than all the Shares represented by any certificate
delivered to the Depositary are to be tendered, fill in the number of Shares
which are to be tendered in the box entitled "Number of Shares Tendered." In
such case, a new certificate for the remainder of the Shares represented by the
old certificate will be sent to the person(s) signing this Letter of Transmittal
unless otherwise provided in the appropriate box marked "Special Payment
Instructions" and/or "Special Delivery Instructions" on this
5
Letter of Transmittal, as promptly as practicable following the Expiration Date.
All Shares represented by certificates delivered to the Depositary will be
deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more
persons, all such persons must sign this Letter of Transmittal.
If any of the Shares tendered hereby are registered in different names on
different certificates, it will be necessary to complete, sign and submit as
many separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares tendered hereby, no endorsements of certificates or separate stock powers
are required unless payment of the purchase price is to be made, or Shares not
tendered or not purchased are to be returned, in the name of any person other
than the registered holder(s), in which case the certificate(s) for such Shares
tendered hereby must be endorsed, or accompanied by, appropriate stock powers,
in either case signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate for such Shares. Signatures on any such
certificates or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares tendered hereby, the certificate must be
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name(s) of the registered holder(s) appear(s) on the certificates
for such Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power 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 proper evidence satisfactory to
the Offeror of the authority of such person so to act must be submitted.
6. Stock Transfer Taxes. The Offeror will pay or cause to be paid any
stock transfer taxes with respect to the sale and transfer of any Shares to it
or its order pursuant to the Offer. If, however, payment of the purchase price
is to be made to, or Shares not tendered or not purchased are to be returned in
the name of, any person other than the registered holder(s), then the amount of
any stock transfer taxes (whether imposed on the registered holder(s), such
other person or otherwise) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory evidence of the
payment of such taxes, or exemption therefrom, is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATES LISTED IN THIS LETTER OF
TRANSMITTAL.
7. Special Payment and Delivery Instruction. If the check for the purchase
price of any Shares purchased is to be issued, or any Shares not tendered or not
purchased are to be returned, in the name of a person other than the person(s)
signing this Letter of Transmittal or if the check or any certificates for
Shares not tendered or not purchased are to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address other than that shown above, the appropriate
boxes on this Letter of Transmittal should be completed.
8. Substitute Form W-9. Under U.S. Federal income tax law, a tendering
shareholder that is a United States Person as defined under the U.S. federal
income tax law whose Shares are accepted for payment is required to provide the
Depositary with such shareholder's correct taxpayer identification number
("TIN") on Substitute Form W-9, which is provided below, unless an exemption
applies. Failure to provide the information on the Substitute Form W-9 may
subject the tendering shareholder to a $50 penalty and to 30.5% federal income
tax backup withholding on the payment of the purchase price for the Shares.
9. Foreign Holders. Foreign holders must submit a completed IRS Form
W-8BEN to avoid 30.5% backup withholding.
6
10. Requests for Assistance or Additional Copies. Requests for assistance
or additional copies of the Offer to Purchase and this Letter of Transmittal may
be obtained from the Information Agent at its address or telephone number set
forth below.
11. Waiver of Conditions. The conditions of the Offer may be waived by the
Offeror (subject to certain limitations in the Merger Agreement), in whole or in
part, at any time or from time to time, in the Offeror's sole discretion.
12. Lost, Destroyed, Mutilated, or Stolen Certificates. If any
certificate(s) representing Shares has been lost, destroyed, mutilated, or
stolen, the shareholder should promptly notify ChaseMellon Shareholder Services,
L.L.C. at (415) 743-1434. The shareholder will then be instructed as to the
steps to be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed, mutilated or stolen certificates have been followed.
IMPORTANT:
THIS LETTER OF TRANSMITTAL OR A FACSIMILE COPY HEREOF (TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY
PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE).
IMPORTANT TAX INFORMATION
Under federal income tax law, a shareholder that is a United States Person
as defined under U.S. federal income tax law whose tendered Shares are accepted
for payment is required to provide the Depositary with such shareholder's
correct TIN on the Substitute Form W-9. If such shareholder is an individual,
the TIN is such shareholder's Social Security Number. If the Depositary is not
provided with the correct TIN, the shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such shareholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, that shareholder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. All exempt recipients (including foreign persons
wishing to qualify as exempt recipients) should see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold 30.5%
of any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If backup withholding results in an
overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup federal income tax withholding on payments that are made
to a shareholder with respect to Shares purchased pursuant to the Offer, the
shareholder is required to notify the Depositary of such shareholder's correct
TIN by completing the form certifying that the TIN provided on the Substitute
Form W-9 is correct.
WHAT NUMBER TO GIVE THE DEPOSITARY
The shareholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record owner of the Shares. If
the Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidelines on which number to
report.
7
SIGN HERE
(COMPLETE SUBSTITUTE FORM W-9 BELOW)
X
--------------------------------------------------------------------------------
X
--------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER(S)
Name(s)
--------------------------------------------------------------------------------
Capacity (Full Title)
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Daytime Area Code and Telephone Number
-----------------------------------------------------------------------
Tax Identification or Social Security Number
-----------------------------------------------------------------------
(SEE SUBSTITUTE FORM W-9)
Dated
--------------------------------------------------------------------------------
(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock
certificate(s) or on a security position listing or by the person(s) authorized
to become registered holder(s) by certificates and documents transmitted
herewith. If signature is by a trustee, executor, administrator, guardian,
attorneys-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5.)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY.
PLACE MEDALLION GUARANTEE IN SPACE BELOW.
Authorized Signature(s)
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
Dated
--------------------------------------------------------------------------------
8
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
<Table>
----------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE BOX AT --------------------------------------
RIGHT AND CERTIFY BY SIGNING AND DATING TIN
FORM W-9 BELOW. --------------------------------------
---------------------------------------------- Social Security Number
DEPARTMENT OF THE TREASURY, PART 2--For Payees exempt from backup OR
INTERNAL REVENUE SERVICE withholding, see the enclosed Guidelines for --------------------------------------
Certification of Taxpayer Identification Employer Identification Number
SERVICE PAYER'S REQUEST Number on Substitute Form W-9 and complete as
FOR TAXPAYER IDENTIFICATION instructed therein.
NUMBER ("TIN") AND
CERTIFICATION Certification--Under Penalties of Perjury, I
certify that:
(1) The number shown on this form is my
correct TIN (or I am waiting for a number to
be issued to me);
(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
("IRS") that I am subject to backup with-
holding as a result of 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 of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received another
notification from the IRS that you were no longer subject to backup withholding, do
not cross out item (2). (Also see the instructions in the enclosed Guidelines.)
--------------------------------------------------------------------------------------
SIGNATURE -------------------------------------------- DATE----------------------
----------------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30.5% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me, and
either (1) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (2) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, 30.5% of all payments pursuant to the
Offer made to me thereafter will be withheld but will be refunded to me if I
provide a certified TIN within 60 days.
<Table>
----------------------------------------------------- ---------------------------------------------------
Signature Date
</Table>
9
THIS SECTION TO BE COMPLETED BY NON-UNITED STATES HOLDERS
<Table>
<Caption>
Form W-8BEN CERTIFICATE OF FOREIGN STATUS OF BENEFICIAL
OWNER FOR UNITED STATES TAX WITHHOLDING
(Rev. December 2000) - SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE. - SEE OMB No. 1545-1621
SEPARATE INSTRUCTIONS.
Department of the - GIVE THIS FORM TO THE WITHHOLDING AGENT OR PAYER. DO NOT
Treasury SEND TO THE IRS.
Internal Revenue Service
----------------------------------------------------------------------------------------------------------------
</Table>
DO NOT USE THIS FORM FOR: INSTEAD, USE FORM:
- A U.S. citizen or other U.S. person, including a resident alien
individual ............................................................... W-9
- A person claiming an exemption from U.S. withholding on income effectively
connected with the conduct of a trade or business in the United
States ................................................................ W-8ECI
- A foreign partnership, a foreign simple trust, or a foreign grantor trust (see
instructions for exceptions) ................................ W-8ECI or W-8IMY
- A foreign government, international organization, foreign central bank of
issue, foreign tax-exempt organization, foreign private foundation, or
government of a U.S. possession that received effectively connected income or
that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or
1443(b) (see instructions) .................................. W-8ECI or W-8EXP
NOTE: These entities should use Form W-8BEN if they are claiming treaty
benefits or are providing the form only to claim they are a foreign person
exempt from backup withholding.
- A person acting as an intermediary .................................... W-8IMY
NOTE: See instructions for additional exceptions.
--------------------------------------------------------------------------------
PART I IDENTIFICATION OF BENEFICIAL OWNER (See instructions.)
--------------------------------------------------------------------------------
<Table>
-------------------------------------------------------------------------------------------------------------------
1 Name of individual or organization that is the beneficial 2 Country of incorporation or organization
owner
-------------------------------------------------------------------------------------------------------------------
</Table>
<Table>
3 Type of beneficial owner: [ ] Individual [ ] Corporation [ ] Disregarded [ ] Partnership [ ] Simple trust
[ ] Grantor trust [ ] Complex trust [ ] Estate entity [ ] International
[ ] Central bank of issue [ ] Tax-exempt [ ] Private [ ] Government organization
organization foundation
</Table>
<Table>
----------------------------------------------------------------------------------------------------------------
4 Permanent residence address (street, apt. or suite no., or rural route). DO NOT USE A P.O. BOX OR IN-CARE-OF
ADDRESS.
----------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code Country (do not abbreviate)
where appropriate.
----------------------------------------------------------------------------------------------------------------
5 Mailing address (if different from above)
----------------------------------------------------------------------------------------------------------------
City or town, state or province. Include postal code Country (do not abbreviate)
where appropriate.
----------------------------------------------------------------------------------------------------------------
6 U.S. taxpayer identification number, if required (see 7 Foreign tax identifying number, if any (optional)
instructions)
[ ] SSN or ITIN [ ] EIN
----------------------------------------------------------------------------------------------------------------
8 Reference number(s) (see instructions)
------------------------------------------------------------
</Table>
PART II CLAIM OF TAX TREATY BENEFITS (if applicable)
--------------------------------------------------------------------------------
<Table>
9 I CERTIFY THAT (CHECK ALL THAT APPLY):
a [ ] The beneficial owner is a resident of ... within the meaning
of the income tax treaty between the United States and that
country.
b [ ] If required, the U.S. taxpayer identification number is
stated on line 6 (see instructions).
c [ ] The beneficial owner is not an individual, derives the item
(or items) of income for which the treaty benefits are
claimed, and, if applicable, meets the requirements of the
treaty provision dealing with limitation on benefits (see
instructions).
d [ ] The beneficial owner is not an individual, is claiming
treaty benefits for dividends received from a foreign
corporation or interest from a U.S. trade or business of a
foreign corporation, and meets qualified resident status
(see instructions).
e [ ] The beneficial owner is related to the person obligated to
pay the income within the meaning of section 267(b) or
707(b), and will file Form 8833 if the amount subject to
withholding received during a calendar year exceeds, in the
aggregate, $500,000.
10 SPECIAL RATES AND CONDITIONS (if applicable -- see instructions):
The beneficial owner is claiming the provisions of Article . of
the treaty identified on line 9a above to claim a .........% rate
of withholding on (specify type of income): ......................
Explain the reasons the beneficial owner meets the terms of the
treaty article: ...................................................
----------------------------------------------------------------------
</Table>
PART III NOTIONAL PRINCIPAL CONTRACTS
--------------------------------------------------------------------------------
<Table>
11 [ ] I have provided or will provide a statement that identifies
those notional principal contracts from which the income is
NOT effectively connected with the conduct of a trade or
business in the United States. I agree to update this
statement as required.
----------------------------------------------------------------------
</Table>
PART IV CERTIFICATION
--------------------------------------------------------------------------------
Under penalties of perjury, I declare that I have examined the information on
this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
- I am the beneficial owner (or am authorized to sign for the beneficial owner)
of all the income to which this form relates,
- The beneficial owner is not a U.S. person,
- The income to which this form relates is not effectively connected with the
conduct of a trade or business in the United States or is effectively
connected but is not subject to tax under an income tax treaty, AND
- For broker transactions or barter exchanges, the beneficial owner is an exempt
foreign person as defined in the instructions.
Furthermore, I authorize this form to be provided to any withholding agent
that has control, receipt, or custody of the income of which I am the
beneficial owner or any withholding agent that can disburse or make payments
of the income of which I am the beneficial owner.
<Table>
Sign Here X -----------------------------------------------------------------------------------------------
Signature of beneficial owner (or individual Date (MM-DD-YYYY) Capacity in which acting
authorized to sign for beneficial owner)
</Table>
--------------------------------------------------------------------------------
FOR PAPERWORK REDUCTION ACT NOTICE, SEE SEPARATE INSTRUCTIONS. Cat. No.
25047Z FORM W-8BEN (Rev. 12-2000)
10
Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal and certificates for
Shares and any other required documents should be sent or delivered by each
shareholder of Odwalla or such shareholder's broker, dealer, commercial bank,
trust company or other nominee to the Depositary at one of the addresses set
forth below:
THE DEPOSITARY FOR THE OFFER IS:
EQUISERVE TRUST COMPANY, N.A.
<Table>
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
P.O. Box 43034 c/o Securities Transfer and 40 Campanelli Drive
Providence, RI 02940-3034 Reporting Services, Inc. Braintree, MA 02184
100 William Street--Galleria
New York, NY 10038
CONFIRM BY TELEPHONE: BY EMAIL: INTERNET:
Toll Free (781) 575-4816 fctc_cocacola@equiserve.com www.equiserve.com
</Table>
Any questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective telephone numbers and addresses
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and the Notice of Guaranteed Delivery may also be obtained from the
Information Agent. You may also contact your broker, dealer, commercial bank or
trust company for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
(Innisfree M&A Incorporated LOGO)
501 Madison Avenue, 20th Floor
New York, New York 10022
Banks and Brokers Call Collect: 212-750-5833
All Others Call Toll-Free: 1-888-750-5834
THE DEALER MANAGER FOR THE OFFER IS:
MORGAN STANLEY
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
212-761-3539