AT&T And Dobson Communications Boards Approve Convertible Preferred Stock Agreement

Business Wire, Nov 17, 2000

Business Editors

OKLAHOMA CITY, OK & REDMOND, WA--(BUSINESS WIRE)--Nov. 17, 2000-- (PRIMEZONE)

Dobson Communications Corporation (Nasdaq: DCEL) and AT&T today announced that their respective boards of directors have approved an agreement under which Dobson will sell $200 million in Series A Convertible Preferred Stock to AT&T Wireless (NYSE: AWE). The AT&T Wireless investment further strengthens Dobson's financial resources as it prepares to participate in the upcoming Federal Communications Commission C and F Block Broadband PCS Spectrum Auction (FCC Auction No. 35) that is scheduled to commence December 12, 2000.

"This again highlights the significance of Dobson and AT&T Wireless' relationship and their confidence in our growth strategy," said Everett R. Dobson, chairman and chief executive officer of Dobson. "We will use the proceeds to capitalize on growth opportunities for our company. The spectrum licenses in this auction represent significant potential for growth, and we are looking forward to participating."

"This further enhances the strong productive working relationship between AT&T Wireless and Dobson," said AT&T Wireless Chairman and CEO John Zeglis. "Our markets complement each other and our work together offers tremendous value for customers of both companies."

Auction No. 35 includes both "open" and "restricted eligibility" spectrum licenses. Only companies that are designated by the FCC as "entrepreneurs" are allowed to bid on "restricted eligibility" licenses, while any qualified applicant may bid on "open" licenses. Through its subsidiary, DCC PCS, Inc., Dobson is eligible to participate in the auction as an "entrepreneur."

Completion of the Convertible Preferred Stock agreement is contingent on customary regulatory approvals. The sale of the Series A Convertible Preferred Stock is expected to take place at the earlier date of either March 1, 2001, or two days before the date on which license downpayments are due for the auction. License downpayments will be due approximately two weeks after the auction.

The Series A Convertible Preferred Stock will have a liquidation preference of $1,000 per share and be convertible into Dobson common shares. Based on the conversion collar in the agreement, AT&T Wireless will increase its ownership in Dobson, upon conversion and on a fully diluted basis, from the current 4.6 percent to between approximately 11.5 percent and 14.0 percent.

AT&T Wireless currently owns 4.5 million shares of Dobson's common stock and is the company's largest roaming partner. The two companies are also equal owners in a joint venture that Dobson manages in 10 states.

After completion of the agreement, dividends on the Series A Convertible Preferred Stock will be accrued for the first five years, with Dobson having the option of paying dividends either in cash or shares of its common stock.

About Dobson Communications

Dobson Communications is a leading provider of cellular phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns or manages wireless operations in 19 states. For additional information on the Company and its operations, please visit its web site at www.dobson.net. About AT&T Wireless

AT&T Wireless is among the world's premier wireless voice, data and fixed wireless communications companies, serving more than 14 million customers, including consumers, businesses and government. With 1999 annual revenues of more than $7 billion, AT&T Wireless provides service to customers around the world.

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements regarding the Company's plans, intentions and expectations. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. These risks include increased levels of competition, shortages of cellular handsets and other key equipment, restrictions on the Company's ability to finance its growth and other factors. A more extensive discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports filed with the Securities and Exchange Commission. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements.