EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
4 5/8% SENIOR NOTES DUE 2012
OF
BOTTLING GROUP, LLC
PURSUANT TO THE PROSPECTUS
DATED , 2003
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2003 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED, IN WHICH CASE THE TERM "EXPIRATION DATE" SHALL MEAN THE LATEST DATE
AND TIME TO WHICH THE EXCHANGE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVERY TO:
JPMORGAN CHASE BANK
AS EXCHANGE AGENT
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
This Letter of Transmittal is to be used by a holder of Old Notes (i) if
certificates representing Old Notes are to be forwarded herewith, (ii) if
delivery of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility"), pursuant to the procedures set forth in the section of the
Prospectus entitled "The Exchange Offer -- Procedures for Tendering," unless an
agent's message is transmitted in lieu hereof, or (iii) if a tender has
previously been made pursuant to the guaranteed delivery procedures in the
section of the Prospectus entitled "The Exchange Offer -- Guaranteed Delivery
Procedures," unless an agent's message is transmitted in lieu hereof.
Any beneficial owner whose Old Notes are held in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact such holder of Old Notes promptly and instruct such holder of Old
Notes to tender on behalf of the beneficial owner. If such beneficial owner
wishes to tender on such owner's own behalf, such beneficial owner must, prior
to completing and executing this Letter of Transmittal and delivering its Old
Notes, either make appropriate arrangements to record ownership of the Old Notes
in such beneficial owner's name or obtain a properly completed power of attorney
from the holder of Old Notes. The transfer of record ownership may take
considerable time.
In order to properly complete this Letter of Transmittal, a holder of Old
Notes must (i) complete columns (1) through (3) in the box entitled "Description
of Old Notes," (ii) if appropriate, check and complete the boxes relating to
book-entry transfer, guaranteed delivery, "Special Issuance Instructions" and
"Special Delivery Instructions," and (iii) sign the Letter of Transmittal by
completing the box entitled "Holder(s) Sign Here." If only columns (1) through
(3) of the box entitled "Description of Old Notes" are completed, such holder of
Old Notes will have tendered for exchange all Old Notes listed in column (3)
below. If the holder of Old Notes wishes to tender for exchange less than all of
such Old Notes, column (4) must be completed in full. In such case, such holder
of Old Notes should refer to Instruction 5. Each holder of Old Notes should
carefully read the detailed instructions below prior to completing the Letter of
Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and
(i) whose Old Notes are not immediately available, (ii) who cannot deliver their
Old Notes and all other documents required hereby to the Exchange Agent prior to
the Expiration Date, or (iii) who cannot complete the procedures for book-entry
transfer on a timely basis, may tender their Old Notes pursuant to the
guaranteed delivery procedures set forth in the section of the Prospectus
entitled "The Exchange Offer -- Guaranteed Delivery Procedures." We refer you to
Instruction 2.
SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS OF 4 5/8% SENIOR NOTES DUE 2012 COMPLETE THE BOX:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the New Notes issued in exchange for Old
Notes are to be issued in the name of someone other than the registered
holder of the Old Notes whose name(s) appear(s) above.
Issue to:
Name
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(PLEASE PRINT)
Address
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(ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.
OR SOCIAL SECURITY NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY if the New Notes issued in exchange for Old
Notes are to be mailed or delivered to someone other than the registered
holder of the Old Notes whose name(s) appear(s) above or to such
registered holder at an address other than the address shown above.
Mail or delivered to:
Name
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(PLEASE PRINT)
Address
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(ZIP CODE)
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(TAXPAYER IDENTIFICATION NO.
OR SOCIAL SECURITY NO.)
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Ladies and Gentlemen:
Pursuant to the offer by Bottling Group, LLC, a Delaware limited liability
company (the "Company"), and PepsiCo, Inc., a North Carolina corporation
("PepsiCo"), upon the terms and subject to the conditions set forth in the
Prospectus dated , 2003 (as the same may be amended or supplemented
from time to time, the "Prospectus"), receipt of which is hereby acknowledged,
and this Letter of Transmittal (the "Letter of Transmittal"), which together
with the Prospectus constitutes the Company's and PepsiCo's offer (the "Exchange
Offer") to exchange up to $1,000,000,000 principal amount of the Company's
4 5/8% Series B Senior Notes due 2012 (the "New Notes") for a like principal
amount of its outstanding 4 5/8% Senior Notes due 2012 (the "Old Notes"), the
undersigned hereby tenders to the Company for exchange the Old Notes indicated
above. The Exchange Offer has been registered under the Securities Act of 1933,
as amended (the "Securities Act").
The undersigned is the holder (which term, for purposes of the Exchange
Offer, includes any participant in the Book-Entry Transfer Facility whose name
appears on a security position listing as a holder of a book-entry interest in
the Global Notes representing Old Notes) of all such Old Notes and if the
undersigned holds the Old Notes as a nominee for the beneficial owner(s), the
undersigned represents that it has received from each beneficial owner of such
Old Notes a duly completed and executed form of "Instruction to Registered
Holder and/or Book-Entry Transfer Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take the
action described in this Letter of Transmittal.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of all or any portion of the Old Notes tendered for
exchange herewith in accordance with the terms and conditions of the Exchange
Offer (including, if the Exchange Offer is extended or amended, the terms and
conditions of any such extension or amendment), the undersigned will have
irrevocably sold, assigned, transferred and exchanged, to or upon the order of
the Company, all right, title and interest in, to and under all of the Old Notes
tendered for exchange hereby, and hereby will have irrevocably appointed the
Exchange Agent as the true and lawful agent and attorney-in-fact (with full
knowledge that the Exchange Agent also acts as agent of the Company in
connection with the Exchange Offer) of such holder of Old Notes with respect to
such Old Notes, with full power of substitution, subject only to the right of
withdrawal described in the Prospectus, to (i) deliver certificates representing
such Old Notes, or transfer ownership of such Old Notes on the account books
maintained by DTC (together, in any such case, with all accompanying evidences
of transfer and authenticity), to or upon the order of the Company, (ii) present
and deliver such Old Notes for transfer on the books of the Company and (iii)
receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Old Notes, all in accordance with the
terms and conditions of the Exchange Offer. The power of attorney granted in
this paragraph shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and (ii) that when such Old Notes are accepted for exchange by
the Company, the Company will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claims or proxies. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered for exchange hereby. The
undersigned will comply with its obligations under the Registration Rights
Agreement and agrees to all of the terms of the Exchange Offer.
By tendering old Notes in the Exchange Offer, the undersigned holder
represents to the Company and PepsiCo that (i) the New Notes to be acquired by
the undersigned in exchange for the Old Notes tendered hereby are being acquired
in the ordinary course of business, (ii) the undersigned has no arrangement or
understanding with any person to participate in the distribution (within the
meaning of the Securities Act) of such New Notes, (iii) the undersigned is not
an "affiliate," as defined in Rule 405 under the Securities Act, of the Company
or PepsiCo or, if it is an affiliate, such holder of Old Notes will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable, (iv) the undersigned who is not a broker-dealer,
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes, and (v) the undersigned who is a broker-dealer that
will receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities,
acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. The Company and PepsiCo have agreed that, for a
period of 180 days after the Expiration Date, the Company will make the
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.
For purposes of the Exchange Offer, the Company will be deemed to have
accepted properly tendered Old Notes, when and if the Company gives oral
(promptly confirmed in writing) or written notice of the acceptance to the
Exchange Agent. Tenders of Old Notes for exchange may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date. We refer you to
"The Exchange Offer -- Withdrawal of Tenders" in the Prospectus.
The undersigned acknowledges that the Company's acceptance of Old Notes
validly tendered for exchange pursuant to any one of the procedures described in
the section of the Prospectus entitled "The Exchange Offer -- Procedures for
Tendering" and in the instructions hereto will constitute a binding agreement
between the undersigned, the Company and PepsiCo upon the terms and subject to
the conditions of the Exchange Offer.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" above, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Old Notes, that such New Notes be credited to the account indicated above
maintained at the Book-Entry Transfer Facility. If applicable, substitute
certificates representing Old Notes not exchanged or not accepted for exchange
will be issued to the undersigned or, in the case of a book-entry transfer of
Old Notes, will be credited to the account indicated above maintained at the
Book-Entry Transfer Facility. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please deliver New Notes to the undersigned at
the address shown above.
The undersigned recognizes that the Exchange Offer is subject to the terms
of the Registration Rights Agreement among the Company, PepsiCo and the Initial
Purchasers and customary conditions as set forth in the section of the
Prospectus entitled "The Exchange Offer -- Conditions to the Exchange Offer."
All authority herein conferred or agreed to be conferred shall survive the
death, incapacity, or dissolution of the undersigned, and any obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Except as otherwise stated in the
Prospectus, this tender for exchange of Old Notes is irrevocable.
HOLDER(S) SIGN HERE
SIGNATURE(S)
Must be signed by the registered holder(s) of Old Notes exactly as name(s)
appear(s) on certificate(s) for the Old Notes tendered hereby or on a security
position listing or by person(s) authorized to become the registered holder(s)
by endorsements and documents transmitted herewith. If signature is by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
set forth the signer's full title. (We refer you to Instruction 6.)
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(SIGNATURE(S) OF HOLDER(S))
Date:
------------------------, 2003
Name(s): -------------------------------
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(PLEASE PRINT)
Capacity (Full Title): ------------------
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Address: -------------------------------
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(INCLUDE ZIP CODE)
Area Code and Telephone Number(s): ( )
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Tax Identification or Social Security Number(s):
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GUARANTEE OF SIGNATURE(S)
(SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 1)
Authorized Signature: ------------------
Name and Title: ------------------
Name of Firm: ------------------
(PLEASE PRINT)
Address: ------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Numbers: ( )
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Dated:
------------------------, 2003
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an institution (an "Eligible Institution") which
is (1) a member firm of a registered national securities exchange or of the
National Association of Securities Dealers, Inc., (2) a commercial bank or trust
company having an office or correspondent in the United States, or (3) an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, which is a member of one of the
following Recognized Signature Guarantee Programs:
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the holder(s) of the Old Notes tendered
herewith and such holder(s) have not completed the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions" on
this Letter of Transmittal or (ii) if such Old Notes are tendered for the
account of an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES MUST BE
GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. Delivery of this Letter of Transmittal and Old Notes; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be used by a holder of
Old Notes (i) if certificates representing Old Notes are to be forwarded
herewith, (ii) if delivery of Old Notes is to be made by book-entry transfer to
the Exchange Agent's account at the Book-Entry Transfer Facility, pursuant to
the procedures set forth in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering," unless an agent's message is transmitted in
lieu hereof, or (iii) if a tender has previously been made pursuant to the
guaranteed delivery procedures in the section of the Prospectus entitled "The
Exchange Offer -- Guaranteed Delivery Procedures," unless an agent's message is
transmitted in lieu hereof. If tenders are to be made pursuant to the procedures
for tender by book-entry transfer set forth in "The Exchange Offer -- Procedures
for Tendering -- DTC Participants" in the Prospectus and in accordance with the
Automated Tender Offer Program ("ATOP") established by DTC, a tendering holder
will become bound by the terms and conditions hereof in accordance with the
procedures established under ATOP. Certificates for all physically tendered Old
Notes or any timely confirmation of a book-entry transfer of such Old Notes into
the Exchange Agent's account at DTC (a "Book-Entry Confirmation"), as well as a
properly completed and duly executed copy of this Letter of Transmittal (or
facsimile hereof or agent's message in lieu thereof), together with any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth on the cover of this Letter of
Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available; (ii) who cannot deliver their Old Notes, this Letter of
Transmittal and all other documents required hereby to the Exchange Agent prior
to the Expiration Date or (iii) who cannot complete the procedure for book-entry
transfer on a timely basis, may tender their Old Notes according to the
guaranteed delivery procedures set forth in "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus. Holders may have such tender effected
if: (a) such tender is made through an Eligible Institution; (b) prior to the
Expiration Date, the Exchange Agent has received from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery (by
facsimile transmittal, mail or hand delivery), setting forth the name and
address of the holder of such Old Notes, the certificate number(s) of such Old
Notes (unless tender is to be made by book-entry transfer) and the principal
amount of Old Notes tendered, stating that the tender is being made thereby and
guaranteeing that, within three New York Stock Exchange trading days after the
date of execution of the Notice of Guaranteed Delivery, the certificate(s) for
all physically tendered Old Notes, in proper form for transmittal, together with
a properly completed and duly executed Letter of Transmittal, or a Book-Entry
Confirmation, together with a properly completed and duly executed Letter of
Transmittal (or facsimile hereof or an agent's message in lieu thereof), and all
other documents required by this Letter of Transmittal, will be deposited by
such Eligible Institution with the Exchange Agent; and (c) the certificate(s)
for all physically tendered Old Notes or a Book-Entry Confirmation and all other
documents referred to
in clause (b) above are received by the Exchange Agent within three New York
Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF
THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT
REGISTERED MAIL, WITH RETURN RECEIPT REQUESTED, BE USED. INSTEAD OF DELIVERY BY
MAIL, IT IS RECOMMENDED THAT THE ELIGIBLE HOLDER USE AN OVERNIGHT OR HAND
DELIVERY SERVICE, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT. NEITHER THIS LETTER OF
TRANSMITTAL NOR ANY OLD NOTES SHOULD BE SENT TO THE COMPANY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), or any agent's message in lieu thereof, waive
any right to receive notice of the acceptance of their Old Notes for exchange.
3. Inadequate Space. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate number(s) and/or
the aggregate principal amount(s) of the Old Notes being tendered and/or the
principal amount tendered for exchange should be listed on a separate signed
schedule affixed hereto.
4. Withdrawals. A tender of Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date by delivery of a
written or facsimile transmission notice of withdrawal to the Exchange Agent at
the address or the facsimile number set forth on the cover of this Letter of
Transmittal or by compliance with the appropriate procedures of DTC's ATOP
system. To be effective, a notice of withdrawal of Old Notes must (i) specify
the name of the person who tendered the Old Notes to be withdrawn; (ii) identify
the Old Notes to be withdrawn (including the certificate number(s) unless
tendered by book-entry transfer), (iii) be signed by the Holder in the same
manner as the original signature on the Letter of Transmittal by which such Old
Notes were tendered (including any required signature guarantees); and (iv) if
Old Notes have been tendered pursuant to book-entry transfer, specify the name
and number of the account at DTC to be credited with the withdrawn Old Notes and
otherwise comply with the procedures of such facility, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by any method of
delivery described in this section.
All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company in the Company's
discretion, after consulting with PepsiCo, whose determination shall be final
and binding on all parties. Any Old Notes so withdrawn will thereafter be deemed
not validly tendered for purposes of the Exchange Offer and will be returned to
the holder thereof without cost to such holder as soon as practicable after
withdrawal. Properly withdrawn Old Notes will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered by following one of the
procedures described in the section of the Prospectus entitled "The Exchange
Offer -- Procedures for Tendering" at any time prior to 5:00 p.m., New York City
time, on the Expiration Date.
5. Partial Tenders. Tenders of Old Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Old Notes held
by any holder, fill in the principal amount of Old Notes which are tendered for
exchange in column (4) of the box entitled "Description of Old Notes," as more
fully described in the footnotes thereto. In case of a partial tender for
exchange of Old Notes represented by a certificate, a new certificate, for the
remainder of the principal amount of the Old Notes, will be sent to such holder
of Old Notes as promptly as practicable after the expiration or termination of
the Exchange Offer. All Old Notes represented by a certificate delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
6. Signatures on this Letter of Transmittal, Assignment and Endorsements.
(a) The signature(s) of the holder of Old Notes on this Letter of
Transmittal must correspond with the name(s) of the holder written on the face
of the certificate representing tendered Old Notes or as recorded in the records
of the Book-Entry Transfer Facility, as the case may be, without alteration,
enlargement or any change whatsoever.
(b) If tendered Old Notes are owned by two or more joint owners, all such
owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are owned in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal and as many necessary or required documents
as there are different registrations or certificates.
(d) When this Letter of Transmittal is signed by the holder(s) of the Old
Notes listed and transmitted hereby, no endorsements of Old Notes or powers of
attorney are required unless the New Notes are to be issued in the name of a
person other than the holder(s). Signatures on such certificates representing
such Old Notes or powers of attorney must be guaranteed by an Eligible
Institution (unless signed by an Eligible Institution).
(e) If this Letter of Transmittal or powers of attorney are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
proper evidence satisfactory to the Company of such person's authority to so act
must be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person or persons other
than the holder of Old Notes listed herein, this Letter of Transmittal must be
accompanied by appropriate powers of attorney, in either case signed exactly as
the name or names of the holders that appear on the face of the certificate
representing tendered Old Notes or on the security position listing maintained
by DTC, as the case may be. Signatures on such powers of attorney must be
guaranteed by an Eligible Institution (unless signed by an Eligible
Institution).
7. Transfer Taxes. Holders who tender their Old Notes will not be
obligated to pay transfer taxes, if any, in connection therewith unless tendered
Old Notes are registered in the name of any person other than the person signing
the Letter of Transmittal or any transfer tax is imposed for any reason other
than the exchange of Old Notes in the Exchange Offer. If satisfactory evidence
of payment of such taxes or exemptions therefrom is not submitted with this
Letter of Transmittal, the amount of such transfer taxes will be billed directly
to such tendering holder.
8. Special Issuance and Delivery Instructions. If the New Notes are to be
issued to someone other than the registered holder of Old Notes or sent to
someone other than the registered holder or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
9. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of Old Notes tendered for
exchange will be determined by the Company, at the Company's discretion, which
determination shall be final and binding. The Company reserves the absolute
right to reject any and all tenders of any particular Old Notes not properly
tendered or to reject any particular Old Notes the acceptance of which might, in
the judgment of the Company or its counsel, be unlawful. The Company also
reserves the absolute right, in the Company's discretion, to waive any defects
or irregularities or conditions of the Exchange Offer as to particular Old Notes
either before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Notes in the Exchange
Offer). The interpretation of the terms and conditions of the Exchange Offer as
to any particular Old Notes either before or after the Expiration Date
(including the Letter of Transmittal and instructions thereto) by the Company
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Notes for exchange must be
cured within such reasonable period of time as the Company shall determine.
Neither the Company, PepsiCo, the Exchange Agent nor any other person shall be
under any duty to give notification of any defect or irregularity with respect
to any tender of Old Notes for exchange, nor shall any of them incur any
liability for failure to give such notification. Tenders of Old Notes will not
be deemed to have been made until such defects or irregularities have been cured
or waived.
10. Taxpayer Identification Number. The Company or its agent may be
required to withhold (currently at a rate up to 30%) the amount of any
reportable payment made with respect to the Old Notes or the New Notes following
the Exchange Offer (the "Notes"). In order to avoid withholding, United States
federal income tax law generally requires that a holder of the Notes must
provide the Company or its agent with (i) such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9, which is provided under
"Important Tax Information" below, or (ii) in the case of certain exempt foreign
persons, the appropriate Form W-8 as discussed below. If a holder does not
provide the Company or its agent with its current TIN, such holder may be
subject to a
$50 penalty imposed by the Internal Revenue Service (the "IRS"). If withholding
results in an overpayment of taxes, a refund may be obtained.
Exempt holders of the Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Certain foreign persons can qualify for this exemption
by submitting a properly completed Form W-8BEN Certificate of Foreign Status of
Beneficial Owner for United States Tax Withholding, or Form W-8ECI, Certificate
of Foreign Person's Claim for Exemption from Withholding on Income Effectively
Connected with the Conduct of a Trade or Business in the United States. A Form
W-8BEN or Form W-8ECI may be obtained from the Exchange Agent.
To prevent backup withholding on the amount of any reportable payment made
with respect to the Notes, each holder of the Notes must provide its correct TIN
by completing the Substitute Form W-9 set forth below, certifying, under
penalties of perjury, that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the IRS that such holder is subject to
backup withholding as a result of a failure to report all interest or dividends
or (iii) the IRS has notified the holder that such holder is no longer subject
to backup withholding. If the Notes are in more than one name or are not in the
name of the actual owner, such holder should consult the W-9 Guidelines for
instructions on applying for a TIN and write "applied for" in lieu of its TIN in
Part 1 of the Substitute Form W-9. Note: writing "applied for" on the form means
that such holder has already applied for a TIN or that such holder intends to
apply for one in the near future. In such case, JPMorgan Chase Bank acting as
the Paying Agent (the "Paying Agent") will retain 30% of any reportable payment
made to a holder during the sixty (60) day period following the date of the
Substitute Form W-9. If the holder furnishes the Paying Agent with its TIN
within sixty (60) days of the Substitute Form W-9, the Paying Agent will remit
any such amount retained during such sixty (60) day period to such holder and no
further amounts will be retained or withheld from payments made to the holder
thereafter. If, however, such holder does not provide its TIN to the Paying
Agent within such sixty (60) day period, the Paying Agent will remit such
previously withheld amounts to the IRS as backup withholding and will withhold a
portion (not to exceed 30% or such reduced amount as is then applicable) of all
reportable payments to the holder thereafter until such holder furnishes its TIN
to the Paying Agent.
11. Waiver of Conditions. The Company reserves the absolute right to
waive satisfaction of any or all conditions enumerated in the Prospectus at its
discretion, after consulting with PepsiCo.
12. Mutilated, Lost, Stolen or Destroyed Old Notes. If any certificates
representing Old Notes have been mutilated, lost, stolen or destroyed, the
holder should promptly contact the Exchange Agent at the address listed below
for further instructions:
JPMorgan Chase Bank
ITS Bond Events
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
13. Requests for Information or Additional Copies. Requests for
information or for additional copies of the Prospectus, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent at the address or telephone number set forth on the cover of this
Letter of Transmittal. Additional copies of the Prospectus, this Letter of
Transmittal and the Notice of Guaranteed Delivery may also be obtained from your
broker, dealer, commercial bank, trust company or other nominee.
14. Incorporation of Letter of Transmittal. This Letter of Transmittal
shall be deemed to be incorporated in and acknowledged and accepted by any
tender through DTC's ATOP system by any participant in DTC on behalf of itself
and the beneficial owners of any Old Notes so tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF
APPLICABLE), OR AN AGENT'S MESSAGE IN LIEU THEREOF, TOGETHER WITH CERTIFICATES
OR BOOK-ENTRY CONFIRMATION, OR THE NOTICE OF GUARANTEED DELIVERY, AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M. NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
To prevent backup withholding on the amount of any reportable payment made
with respect to the Notes, the holder is required to give the Exchange Agent the
social security number or employer identification number of the holder of the
Notes. If the Notes 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.
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF UP TO 30% OF ANY AMOUNT PAID TO YOU IN CONNECTION WITH THE NOTES.
PLEASE REVIEW 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 (OR WILL
SOON APPLY FOR) A TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of the
exchange, a portion (not to exceed 30%) of all reportable payments made to me on
account of the Notes will be retained until I provide a taxpayer identification
number to the Exchange Agent and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be remitted to
the Internal Revenue Service as backup withholding and a portion (not to exceed
30%) of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
SIGNATURE
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NAME (PLEASE PRINT)