AT&T outlines share exchange plan.

RCR Wireless News, April, 2001

NEW YORK--AT&T Corp said it will issue 1.176 shares of AT&T Wireless Group tracking stock in exchange for each share of AT&T common stock tendered and not withdrawn, representing a 7-percent premium on AT&T common stock. According to the exchange plan, AT&T will accept up to 427 million shares of its common stock in exchange for up to 503 million shares of AT&T Wireless stock.

Beyond the set amount, AT&T will accept the shares on a pro-rata basis based on the terms of the exchange offer. The exchange offer is expected to be tax free for U.S. federal income tax purposes, unless shareowners receive cash in lieu of fractional shares, and begin by April 27.

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