EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
WITH RESPECT TO
4 5/8% SENIOR NOTES DUE 2012
OF
BOTTLING GROUP, LLC.
PURSUANT TO THE PROSPECTUS DATED , 2003
This Notice of Guaranteed Delivery, or one substantially equivalent hereto,
must be used by any holder of 4 5/8% Senior Notes due 2012 (the "Old Notes") of
Bottling Group, LLC, a Delaware limited liability company (the "Company"), who
wishes to tender Old Notes pursuant to the Exchange Offer, as such term is
defined in the Prospectus dated , 2003 (as the same may be amended or
supplemented from time to time, the "Prospectus") and (i) whose Old Notes are
not immediately available, (ii) for whom time will not permit such Old Notes,
Letter of Transmittal or other required documents to reach the Exchange Agent
prior to 5:00 P.M., New York City time, on the Expiration Date (as defined in
the Prospectus), or (iii) who cannot complete the procedures for book-entry
transfer on a timely basis. This Notice of Guaranteed Delivery may be delivered
by facsimile transmission, registered or certified mail, overnight courier or
hand delivery to the Exchange Agent. See "The Exchange Offer -- Guaranteed
Delivery Procedures" in the Prospectus. Capitalized terms used but not defined
herein have the meaning ascribed to them in the Prospectus or the Letter of
Transmittal.
DELIVERY TO:
JPMORGAN CHASE BANK,
AS EXCHANGE AGENT
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth under the caption "The Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus. By so tendering, the undersigned hereby makes at and as of
the date hereof, the representations and warranties of a tendering holder of Old
Notes set forth in the Letter of Transmittal. The undersigned hereby tenders the
Old Notes listed below:
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.
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HOLDER(S) SIGN HERE
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.
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(SIGNATURE(S) OF HOLDER(S))
Date: ------------------------------ , 2003
If Old Notes will be tendered by book-entry transfer:
Name of Tendering Institution: -------------------------------------------------
The Depository Trust Company Account Number: -----------------------------------
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):
( ) ---------------------------------------
Tax Identification or Social Security Number(s): -------------------------------
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, an Eligible Institution, guarantees deposit with the
Exchange Agent of the Letter of Transmittal (or facsimile thereof or Agent's
Message in lieu thereof), together with the Old Notes tendered hereby in proper
form for transfer, or confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at The Depository Trust Company, pursuant to
the procedure for book-entry transfer set forth in the Prospectus, and any other
required documents, all by 5:00 p.m., New York City time, on the third New York
Stock Exchange trading day following the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Old Notes tendered
hereby and the documents and confirmations referred to in the preceding
paragraph to the Exchange Agent within the time period set forth above and that
failure to do so could result in a financial loss to the undersigned.
DO NOT SEND CERTIFICATE FOR OLD NOTES WITH THIS FORM. ACTUAL SURRENDER OF
CERTIFICATES FOR OLD NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
COPY OF THE EXECUTED LETTER OF TRANSMITTAL OR FACSIMILE THEREOF.
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