-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Agxt/x6LS/aQKtZaAEKiQRUgSFzODGUWF7DzoBjiAu7Nn2M1xQUZrYnR/3Mae1eB ueQQSwc0+8cluS3l/Hr5tA== 0000950123-01-501289.txt : 20010430 0000950123-01-501289.hdr.sgml : 20010430 ACCESSION NUMBER: 0000950123-01-501289 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010427 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I SEC ACT: SEC FILE NUMBER: 005-32542 FILM NUMBER: 1612512 BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC TO-I 1 y43195mscto-i.txt AT&T CORP. 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AT&T CORP. (NAME OF SUBJECT COMPANY (ISSUER)) AT&T CORP. (ISSUER) (NAMES OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON)) COMMON STOCK $1.00 PAR VALUE PER SHARE (TITLE OF CLASS OF SECURITIES) 001957109 (CUSIP NUMBER OF CLASS OF SECURITIES) MARILYN J. WASSER VICE PRESIDENT -- LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (908) 221-2000 -COPIES TO- STEVEN A. ROSENBLUM WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NY 10019 (212) 403-1000 (NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) ------------------------ CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE - --------------------------------------------------------------------------------------------- $10,000,000,000 $2,000,000 - --------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing. AMOUNT PREVIOUSLY PAID: $2,500,000 FILING PARTY: AT&T CORP. FORM OR REGISTRATION NO.: FORM S-4, NO. 333-52670 DATE FILED: DECEMBER 22, 2000
[ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 This Schedule TO is being filed with the Securities and Exchange Commission (the "SEC") by AT&T Corp. ("AT&T") in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (Registration No. 333-52670) (as amended through the date hereof, the "Registration Statement") regarding an offer by AT&T to holders of its Common Stock, par value $1.00 (the "Common Stock"), to exchange 1.176 shares of its Wireless Group Common Stock, par value $1.00 (the "Wireless Group Common Stock"), for each share of Common Stock validly tendered and accepted by AT&T in the exchange offer. AT&T will accept up to an aggregate of 427,736,486 shares of Common Stock and will issue up to an aggregate of 503,018,108 shares of Wireless Group Common Stock in the exchange offer. If more than 427,736,486 shares of Common Stock are validly tendered, AT&T will accept shares for exchange on a pro rata basis as described in the Offering Circular/Prospectus dated April 19, 2001 (the "Offering Circular/ Prospectus"). A copy of the Offering Circular/Prospectus is incorporated herein by reference to the Registration Statement. Pursuant to General Instruction F to Schedule TO, the information contained in the Offering Circular/ Prospectus is hereby incorporated by reference in answer to the following items: Item 2; Item 3; Items 4(a)(1)(i)-(iii) and (v)-(xii); Item 5; Items 6(a), (b) and (c)(1), (8) and (10); Item 9; Item 10; and Items 11(a)(1)-(3). ITEM 1. SUMMARY TERM SHEET. Not applicable. ITEM 4. TERMS OF THE TRANSACTION. (a) MATERIAL TERMS: (1) TENDER OFFERS: (iv): Not applicable. (2) MERGERS OR SIMILAR TRANSACTIONS: Not applicable. (b) PURCHASES: The exchange offer is open to all holders of Common Stock who tender their shares in a jurisdiction where the exchange offer is permitted under the laws of that jurisdiction. Therefore, any officer, director or affiliate of AT&T who is a holder of Common Stock may participate in the exchange offer. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (c) PLANS: (9) AT&T may acquire various AT&T securities from time to time in the future and expects to issue various AT&T securities from time to time, in each case for general or special corporate purposes. In addition, the information included in the Offering Circular/Prospectus is incorporated herein by reference. ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) SOURCE OF FUNDS: Not applicable. (b) CONDITIONS: Not applicable. (d) BORROWED FUNDS: Not applicable. 2 3 ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. (a) SECURITIES OWNERSHIP: The information contained under the heading "Stock Ownership of Management and Directors" in AT&T's Proxy Statement on Schedule 14A filed March 30, 2001 is incorporated herein by reference. (b) SECURITIES TRANSACTIONS: TRANSACTIONS IN COMMON STOCK BY AT&T DIRECTORS AND OFFICERS DURING THE PAST 60 DAYS
NO. OF PRICE PER NAME DATE SHARES SHARE TRANSACTION - ---- --------- ----------- --------- -------------------------------- C. Michael Armstrong..... 3.15.01 497,580.000 $23.0400 stock option grant 3.15.01 171,700.000 $23.0400 restricted stock unit grant Betsy J. Bernard......... 4.09.01 87,240.000 $20.8750 long term incentive plan stock option grant 4.09.01 80,948.000 $20.8750 stock option grant 4.09.01 800,000.000 $20.8750 special stock option grant 4.09.01 175,000.000 $20.8750 special restricted share grant James W. Cicconi......... 3.15.01 108,240.000 $23.0400 stock option grant 3.15.01 54,900.000 $23.0400 restricted stock unit grant Nicholas S. Cyprus....... 3.15.01 13,740.000 $23.0400 stock option grant 3.15.01 27,500.000 $23.0400 restricted stock unit grant 3.30.01 130.039 $21.3000 Employee Stock Purchase Plan acquisition David Dorman............. 3.15.01 306,960.000 $23.0400 stock option grant 3.15.01 212,300.000 $23.0400 restricted stock unit grant Mirian M. 3.15.01 53,760.000 $23.0400 stock option grant Graddick-Weir.......... 3.15.01 39,900.000 $23.0400 restricted stock unit grant Frank Ianna.............. 3.15.01 213,240.000 $23.0400 stock option grant 3.15.01 66,800.000 $23.0400 restricted stock unit grant 3.15.01 234,554.000 $23.0400 special restricted share grant John C. Malone........... 2.28.01 325,794.000 $12.5600 exercise of derivative security 2.28.01 325,794.000 $23.0000 sale of security 3.22.01 4,580.000 gifted disposal of shares Richard J. Martin........ 3.15.01 53,760.000 $23.0400 stock option grant 3.15.01 39,900.000 $23.0400 restricted stock unit grant 3.01.01 3,891.000 gifted disposal of shares 3.30.01 189.065 $21.3000 Employee Stock Purchase Plan acquisition David C. Nagel........... 3.15.01 47,040.000 $23.0400 stock option grant 3.07.01 5,119.000 transfer into trust account 3.15.01 49,900.000 $23.0400 restricted stock unit grant Charles Noski............ 3.15.01 206,820.000 $23.0400 stock option grant 3.15.01 76,300.000 $23.0400 restricted stock unit grant John C. Petrillo......... 3.15.01 111,660.000 $23.0400 stock option grant 3.15.01 49,900.000 $23.0400 restricted stock unit grant Richard R. Roscitt....... 2.14.01 216,500.000 $21.8250 stock option grant 2.14.01 62,000.000 $21.8250 restricted stock unit grant 3.15.01 127,667.000 $23.0400 vesting of restricted stock units 3.15.01 46,535.000 $23.0400 restricted stock withheld by AT&T for tax purposes Daniel E. Somers......... 3.15.01 206,820.000 $23.0400 stock option grant 3.15.01 76,300.000 $23.0400 restricted stock unit grant 3.30.01 180.923 $21.3000 Employee Stock Purchase Plan acquisition
3 4 ITEM 11. ADDITIONAL INFORMATION. (a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS: (4) Not Applicable. (5) None. (b) OTHER MATERIAL INFORMATION: None. ITEM 12. EXHIBITS. A list of exhibits filed herewith is contained in the Index to Exhibits, which is incorporated herein by reference. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 4 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 27, 2001 AT&T Corp.
By: /s/ MARILYN J. WASSER ------------------------------------ Name: Marilyn J. Wasser Title: Vice President -- Law and Secretary 5 6 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - -------------- ----------- 12(a)(1)(i) Offering Circular/Prospectus dated April 19, 2001 (incorporated by reference to the Registration Statement) 12(a)(1)(ii) Letters of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement) 12(a)(1)(iii) Information Guide for Shareholders of AT&T (incorporated by reference to Exhibit 99.2 to the Registration Statement) 12(a)(1)(iv) Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.3 to the Registration Statement) 12(a)(1)(v) A Message from AT&T Shareowner Services to AT&T Shareholders (incorporated by reference to Exhibit 99.4 to the Registration Statement) 12(a)(1)(vi) Letter to Brokers, Securities Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.5 to the Registration Statement) 12(a)(1)(vii) Letter to Clients for use by Brokers, Securities Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.6 to the Registration Statement) 12(a)(1)(viii) Press release, issued April 18, 2001 12(a)(2) Not applicable 12(a)(3) Not applicable 12(a)(4) Offering Circular/Prospectus dated April 19, 2001 (incorporated by reference to the Registration Statement) 12(a)(5)(i) Newspaper Advertisement of Exchange Offer for publication in several U.S. newspapers 12(b) Not applicable 12(d)(i) Offering Circular/Prospectus dated April 19, 2001 (incorporated by reference to the Registration Statement) 12(g) Not applicable 12(h)(i) Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters (incorporated by reference to Exhibit 8.1 to the Registration Statement)
EX-99.12.A.1.VIII 2 y43195mex99-12_a1viii.txt PRESS RELEASE 1 Exhibit 12(a)(1)(viii) NEWS RELEASE [AT&T LOGO] - -------------------------------------------------------------------------------- FOR RELEASE WEDNESDAY, APRIL 18, 2001 AT&T ANNOUNCES WIRELESS EXCHANGE OFFER NEW YORK - AT&T today announced details of its offer to exchange shares of AT&T common stock for shares of AT&T Wireless Group tracking stock. Under the terms of the offer, AT&T will issue 1.176 shares of AT&T Wireless Group tracking stock in exchange for each share of AT&T common stock validly tendered and not withdrawn. The exchange ratio represents an initial premium of approximately 7 percent on AT&T common stock based on the closing prices on April 17, 2001 of $21.85 per AT&T common share and $19.88 per AT&T Wireless Group share. AT&T will accept up to 427,736,486 shares of AT&T common stock in exchange for up to 503,018,108 shares of AT&T Wireless Group tracking stock. If more than 427,736,486 shares of AT&T common stock are validly tendered, AT&T will accept such shares on a pro-rata basis based on the terms of the exchange offer. The offer is subject to certain terms and conditions, including the condition that a minimum of 22,883,296 shares of AT&T common stock be validly tendered and not withdrawn. The company expects the exchange offer to be tax free for U.S. federal income tax purposes, except in cases where shareowners receive cash in lieu of fractional shares. Since the exchange is an accommodation to shareowners and participation is voluntary, the company said it cannot predict the level of shareowner participation in the program. The exchange offer is expected to begin on or before April 27, 2001. AT&T common stockholders wishing to participate in this offer must notify AT&T's exchange agent no later than 5 p.m. EDT on May 25, 2001, in accordance with the procedures set forth in the offer document. Information on the exchange offer will be distributed to holders of AT&T stock. Information is also available on AT&T's website at www.att.com/ir. AT&T has retained the services of Georgeson Shareholder Communications, Inc. as information agent to assist shareowners with the exchange offer. AT&T said that shareowners who have questions about the transaction after reading the prospectus should call Georgeson Shareholder Communications, Inc. at (800) 603-1913 (toll free) in the United States or at (888) 660-6629 (toll free) elsewhere. Credit Suisse First Boston is acting as dealer manager and Lehman Brothers is acting as marketing manager for AT&T in this exchange offer. The company said the offer is not being made in any jurisdiction where not permitted by law. AT&T urged holders of its common stock to read the final Registration Statement on Form S-4 related to the exchange offer, as well as other documents filed with the SEC, as they contain important information to assist shareholders in making an informed investment decision. AT&T noted that it is making no recommendation about a shareowner's participation in the exchange offer. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be 2 AT&T Announces Wireless Exchange Offer Page 2 of 2 made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the exchange offer and AT&T's planned restructuring, AT&T has filed and will be filing materials with the SEC. Investors are urged to read these materials because they contain important information. AT&T and its officers and directors may be deemed to be participants in the solicitation of proxies with respect to these transactions. Information regarding such individuals is included in AT&T's proxy statement filed with the SEC on March 30, 2001. Investors may obtain a free copy of these materials when they become available as well as other materials filed with the SEC concerning AT&T at the SEC's website at http://www.sec.gov. These materials and other documents may also be obtained for free from AT&T at 295 North Maple Drive, Basking Ridge, NJ 07920; Attn: Investor Relations. ------------- FOR MORE INFORMATION, REPORTERS MAY CONTACT: June Rochford - AT&T 908-221-8165 (office) 888-602-5416 (pager) jrochford@att.com David P. Caouette - AT&T Wireless 908-221-6382 (office) caouette@att.com ------------- FOR INFORMATION ABOUT AT&T SERVICES (INCLUDING CURRENT PRICES), VISIT: AT&T Business Services AT&T Wireless Services AT&T PrePaid Card Center AT&T Consumer Catalog AT&T Small Business Catalog EX-99.12.A.5.I 3 y43195mex99-12_a5i.txt NEWSPAPER ADVERTISEMENT 1 Exhibit 12(a)(5)(i) This announcement is not an offer to sell, and is not soliciting any offer to buy, any securities. The Exchange Offer (as defined below) is made only by means of the Offering Circular/Prospectus dated April 19, 2001 and the related Letter of Transmittal and is not being made to any AT&T shareholder in any jurisdiction where the making of the Exchange Offer or its acceptance would not be legal. In those jurisdictions in the United States where the securities or blue sky laws require the Exchange Offer to be made by a licensed broker or dealer, the Exchange Offer shall be deemed to be made on behalf of AT&T Corp. by Credit Suisse First Boston Corporation ("Credit Suisse First Boston" or the "Dealer Manager") or one or more registered brokers or dealers licensed under the laws of such jurisdictions. AT&T CORP. NOTICE OF OFFER TO EXCHANGE 1.176 SHARES OF AT&T WIRELESS GROUP TRACKING STOCK FOR EACH SHARE OF AT&T COMMON STOCK, UP TO 427,736,486 SHARES OF AT&T COMMON STOCK THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, MAY 25, 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED. AT&T Corp., a New York corporation ("AT&T"), is offering to exchange 1.176 shares of Wireless Group common stock, par value $1.00 per share, of AT&T ("AT&T Wireless Group Tracking Stock") for each share of common stock, par value $1.00 per share, of AT&T ("AT&T Common Stock") (the "Exchange Offer") validly tendered and not withdrawn by 5:00 p.m., New York City time, on May 25, 2001, or any later date to which the Exchange Offer may be extended by AT&T for any reason (such date and time, as it may be so extended, the "Expiration Date") and accepted by AT&T upon the terms and subject to the conditions set forth in the Offering Circular/Prospectus, dated April 19, 2001 (the "Offering Circular/Prospectus"), and the related Letter of Transmittal. AT&T will accept up to a maximum of 427,736,486 shares of AT&T Common Stock and will issue up to a maximum of 503,018,108 shares of AT&T Wireless Group Tracking Stock in the Exchange Offer. AT&T Wireless Group Tracking Stock is a class of common stock of AT&T that is intended to reflect the financial performance and economic value of AT&T's wireless services businesses. AT&T is making this Exchange Offer to provide holders of AT&T Common Stock with a mechanism to shift all or part of such holders' investment from one intended to reflect AT&T Common Stock Group (as defined in the Offering Circular/Prospectus) to one intended to reflect AT&T Wireless Group (as defined in the Offering Circular/Prospectus) without many of the tax and other costs normally associated with changing investments. As described in more detail in the Offering Circular/Prospectus, except with respect to cash received in lieu of fractional shares, most holders of AT&T Common Stock with unrealized gains on such shares will generally be able to exchange their appreciated AT&T Common Stock for shares of AT&T Wireless Group Tracking Stock without the U.S. federal income tax consequences associated with selling such AT&T Common Stock and purchasing AT&T Wireless Group Tracking Stock, provided such holders hold their AT&T common stock as a capital asset and are not subject to special treatment under the U.S. federal income tax laws. However, the tax consequences to individual holders may differ, and each holder should consult with such holder's tax advisor for a determination of the tax effects of accepting this Exchange Offer. The Exchange Offer is voluntary, which means that holders of AT&T Common Stock may tender all, some of or none of such holders' shares of AT&T Common Stock in the Exchange Offer, subject to proration. All persons holding AT&T Common Stock are eligible to participate in the Exchange Offer if they tender their shares in a jurisdiction where the Exchange Offer is permitted under local law. There are a number of conditions to the exchange offer, including the condition that at least 22,883,296 shares of AT&T Common Stock are validly tendered and not withdrawn on or prior to the Expiration Date. In the event that any one of these conditions is not satisfied, and AT&T decides not to waive satisfaction of that condition, AT&T is under no obligation to complete the Exchange Offer. If, upon the expiration date, holders of AT&T Common Stock have validly tendered more than 427,736,486 shares of AT&T Common Stock, AT&T will accept, on a pro rata basis, all shares of AT&T Common Stock validly tendered and not withdrawn, with appropriate adjustments to avoid the return of fractional shares of AT&T Common Stock. Holders of an aggregate of less than 100 shares of AT&T Common Stock as of April 17, 2001 that validly tender all of their shares of AT&T Common Stock generally will not be subject to proration if the Exchange Offer is oversubscribed, as described in the Offering Circular/Prospectus. AT&T will pay shareholders cash instead of issuing any fractional shares of AT&T Wireless Group Tracking Stock in this Exchange Offer. If, as a result of proration, all of a holder's shares of AT&T Common Stock are not accepted, AT&T will pay such holder cash instead of returning fractional shares of AT&T Common Stock. NONE OF AT&T, THE EXCHANGE AGENT, THE INFORMATION AGENT, THE DEALER MANAGER, THE MARKETING MANAGER OR ANY OF THEIR RESPECTIVE OFFICERS OR DIRECTORS MAKES ANY RECOMMENDATION TO ANY STOCKHOLDER AS TO WHETHER TO TENDER ANY SHARES OF AT&T COMMON STOCK IN THE EXCHANGE OFFER. If AT&T notifies the Equiserve Trust Company (the "Exchange Agent"), either orally or in writing, that it has accepted the tenders of shares of AT&T Common Stock for exchange, the exchange of these shares of AT&T Common Stock will be complete. Promptly following the announcement by AT&T of the final results of the Exchange Offer, including proration, if any, the Exchange Agent will deliver the tendered shares of AT&T Common Stock to AT&T. Simultaneously, the Exchange Agent, as agent for the tendering stockholders, will receive from AT&T the shares of AT&T Wireless Group Tracking Stock that correspond, based on the Exchange Ratio and taking into account proration, to the number of shares of AT&T Common Stock accepted. The Exchange Agent will then credit the shares of AT&T Wireless Group Tracking Stock to book-entry accounts maintained by AT&T's transfer agent for the benefit of the tendering holders. In all cases, exchange of shares of AT&T Common Stock will be made only upon receipt by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer of (1) if applicable, certificates representing such shares of AT&T Common Stock (or timely confirmation of a book-entry transfer of such AT&T Common Stock into the Exchange Agent's account at The Depository Trust Company) and (2) a properly completed and duly executed Letter of Transmittal or an agent's message (as described in the Offering Circular/Prospectus) in connection with a book-entry transfer of shares, together with any other documents required by the instructions to the Letter of Transmittal. AT&T will not pay any interest in connection with the Exchange Offer, regardless of any delay in making such exchange or crediting or delivering shares. AT&T expressly reserves the right, in its sole and absolute discretion for any reason, including the non-satisfaction of any of the conditions for completion of the Exchange Offer specified in the Offering Circular/Prospectus under the caption "This Exchange Offer -- Conditions for Completion of this Exchange Offer", at any time and from time to time, to extend the period of time during which the Exchange Offer is open or to amend the Exchange Offer in any respect, including changing the exchange ratio. AT&T also expressly reserves the right to extend the period of time during which the Exchange Offer is open in the event the Exchange Offer is undersubscribed - that is, fewer than 22,883,296 shares of AT&T Common Stock are tendered. In any of these cases, AT&T will make a public announcement of the extension or amendment. Tenders of shares of AT&T Common Stock made pursuant to the Exchange Offer may be withdrawn as set forth in the Offering Circular/Prospectus under the caption "This Exchange Offer -- Withdrawal Rights". Tendered shares may be withdrawn at any time prior to the Expiration Date and may also be withdrawn after the expiration of 40 business days from the commencement of the Exchange Offer if AT&T has not previously accepted such shares. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent by the Expiration Date at one of its addresses set forth on the back cover of the Offering Circular/Prospectus. The notice of withdrawal must (1) specify the name of the person having tendered the shares of AT&T Common Stock to be withdrawn, (2) identify the number of shares of AT&T Common Stock to be withdrawn and (3) specify the name in which physical AT&T Common Stock certificates are registered, if different from that of the withdrawing holder, as described in the Offering Circular/Prospectus. AT&T will determine, in its sole and absolute discretion, all questions as to the form of documents, including notices of withdrawal, and the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of shares of AT&T Common Stock in the Exchange Offer. This determination will be final and binding on all tendering stockholders. None of AT&T, the Information Agent, the Exchange Agent, the Dealer Manager, the Marketing Manager, the soliciting dealers or any other person will be under any duty to notify tendering stockholders of any defect or irregularity in tenders or notices of withdrawal or incur any liability for failure to give such notification. AT&T will furnish the Offering Circular/Prospectus, the Letter of Transmittal and other relevant materials to record holders of AT&T Common Stock and to brokers, securities dealers, banks, trust companies and similar persons whose names, or the name of whose nominees, appear on the most recent stockholder list of AT&T or, if applicable, are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of AT&T Common Stock. The terms and conditions of the Exchange Offer are set forth in the Offering Circular/Prospectus, the Letter of Transmittal and the other relevant materials. Each holder of AT&T Common Stock that tenders shares of AT&T Common Stock in the Exchange Offer will be agreeing to the terms and conditions of the Exchange Offer and will be making certain representations and warranties to and agreements with AT&T, described in these documents. AT&T urges holders of AT&T Common Stock to read these documents carefully before deciding whether to participate in the Exchange Offer. The information required to be disclosed by Rule 13e-4(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, is contained in the Offering Circular/Prospectus and is incorporated herein by reference. Questions and requests for assistance or additional copies of the Offering Circular/Prospectus, the Letter of Transmittal and other materials relating to the Exchange Offer may be directed to the Information Agent, the Dealer Manager or the Marketing Manager as set forth below. The Information Agent for the Exchange Offer is: Georgeson Shareholder Communications, Inc. (800) 603-1913 (toll free) for calls in the United States (888) 660-6629 (toll free) for calls outside the United States The Dealer Manager for the Exchange Offer is: The Marketing Manager for the Exchange Offer is: CREDIT SUISSE FIRST BOSTON LEHMAN BROTHERS (877) 355-7046 (toll free) (acting in conjunction with Fidelity Brokerage Services, LLC) (800) 544-6666 (toll free)
April 27, 2001 AT&T urges holders of AT&T Common Stock to read the final Registration Statement, including the final Offering Circular/Prospectus, regarding the Exchange Offer, as well as the other documents that AT&T has filed or will file with the Securities and Exchange Commission (the "SEC"), because they contain or will contain important information for making an informed investment decision. Holders of AT&T Common Stock may obtain a free copy of the final Offering Circular/Prospectus and other documents filed by AT&T at the SEC's website at www.sec.gov or at AT&T's website at www.att.com, or from AT&T directing such request in writing to AT&T Corp., 32 Avenue of the Americas, New York, New York 10013-2412, Attn.: Corporate Secretary's Department. -----END PRIVACY-ENHANCED MESSAGE-----