AT&T Announces Wireless Exchange Offer

Apr 18, 2001, 01:00 ET from AT&T

    NEW YORK, April 18 /PRNewswire/ -- AT&T (NYSE:   T) today announced details
 of its offer to exchange shares of AT&T common stock for shares of AT&T
 Wireless Group (NYSE:   AWE) 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 validly tendered and not withdrawn.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 tendered and not withdrawn.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
 http://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 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.
 
     Logo:  http://www.att.com/identity/library
 
 

SOURCE AT&T
    NEW YORK, April 18 /PRNewswire/ -- AT&T (NYSE:   T) today announced details
 of its offer to exchange shares of AT&T common stock for shares of AT&T
 Wireless Group (NYSE:   AWE) 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
 http://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 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.
 
     Logo:  http://www.att.com/identity/library
 
 SOURCE  AT&T

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