Exhibit 99.4
TELEGROUP, INC.
OFFER TO EXCHANGE ITS
10 1/2% SENIOR DISCOUNT NOTES DUE 2004
FOR ANY AND ALL OF ITS OUTSTANDING
10 1/2% SENIOR DISCOUNT NOTES DUE 2004
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON, __ 1998
(THE "INITIAL EXPIRATION DATE"), UNLESS EXTENDED.
To Our Clients:
Enclosed for your consideration is a Prospectus, dated __ 1997 (as the same
may be amended from time to time, the "Prospectus"), and a Letter of Transmittal
(the "Letter of Transmittal") relating to the offer by Telegroup, Inc. (the
"Company") to exchange (the "Exchange Offer") its 10 1/2% Senior Discount Notes
due 2004 (the "Exchange Notes") for an equal principal amount of its 10 1/2%
Senior Discount Notes due 2004 (the "Old Notes") upon the terms and conditions
set forth in the Prospectus and in the related Letter of Transmittal. As set
forth in the Prospectus, the terms of the Exchange Notes are identical in all
material respects to the Old Notes, except for certain transfer restrictions
relating to the Old Notes and except that the Exchange Notes will not contain
certain provisions relating to an increase in the interest rate which were
included in the Old Notes under certain circumstances relating to the timing of
the Exchange Offer. The Exchange Offer is subject to certain customary
conditions. See "The Exchange Offer" in the Prospectus. Old Notes may be
tendered only in integral multiples of $1,000.
The material is being forwarded to you as the beneficial owner of Old Notes
carried by us for your account or benefit but not registered in your name. An
exchange of any Old Notes may only be made by us as the registered holder and
pursuant to your instructions. Therefore, the Company urges beneficial owners of
Old Notes registered in the name of a broker, dealer, commercial bank, trust
company or other nominee to contact such holder promptly if they wish to
exchange Old Notes in the Exchange Offer.
Accordingly, we request instructions as to whether you wish us to exchange
any or all such Old Notes held by us for your account or benefit, pursuant to
the terms and conditions set forth in the Prospectus and Letter of Transmittal.
We urge you to read carefully the Prospectus and Letter of Transmittal before
instructing us to exchange your Old Notes.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to exchange Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer expires at 5:00 pm., New
York City time, on __, 1997, unless extended. With respect to the Exchange
Offer, "Expiration Date" means the Initial Expiration Date, or if the Exchange
Offer is extended, the latest time and date to which the Exchange Offer is so
extended by the Company. Tender of Old Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for the exchange of $1,000 principal amount of the
Exchange Notes for each $1,000 principal amount of the Old Notes, of which
[97,000,000] aggregate principal amount of the Old Notes was outstanding as of
__ 1997. The terms of the Exchange Notes are identical in all material respects
to the Old Notes, except for certain transfer restrictions relating to the Old
Notes and except that the Exchange Notes will not contain certain provisions
relating to an increase in the interest rate which were included in the Old
Notes under certain circumstances relating to the timing of the Exchange Offer.
2. THE EXCHANGE OFFER IS SUBJECT TO CERTAIN CONDITIONS. SEE "THE EXCHANGE
OFFER--CONDITIONS" IN THE PROSPECTUS.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on __________________ __, 1997, unless extended.
4. The Company has agreed to pay the expenses of the Exchange Offer.
5. Any transfer taxes incident to the transfer of Notes from the tendering
holder to the Company will be paid by the Company, except as provided in the
Prospectus and the Letter of Transmittal.
The Exchange Offer is not being made to, nor will exchanges be accepted
from or on behalf of, holders of Old Notes residing in any jurisdiction in which
the making of the Exchange Offer or acceptance thereof would not be in
compliance with the laws of such jurisdiction
If you wish us to exchange any or all of your Old Notes held by us for your
account or benefit, please so instruct us by completing, executing and returning
to us the instruction form that appears below.
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THE ACCOMPANYING LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATIONAL
PURPOSES ONLY AND MAY NOT BE USED BY YOU TO EXCHANGE OLD NOTES HELD BY US AND
REGISTERED IN YOUR NAME FOR YOUR ACCOUNT OR BENEFIT.
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer of Telegroup, Inc.
This will instruct you to exchange the aggregate principal amount of Old
Notes indicated below (or, if no aggregate principal amount is indicated below,
all Old Notes) held by you for the account or benefit of the undersigned,
pursuant to the terms of and conditions set forth in the Prospectus and the
Letter of Transmittal.
Aggregate Principal Amount of Old Notes to be exchanged
$ *
I (WE) UNDERSTAND THAT IF I (WE) SIGN THESE INSTRUCTION FORMS WITHOUT INDICATING
AN AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES IN THE SPACE ABOVE, ALL OLD NOTES
HELD BY YOU FOR MY (OUR) ACCOUNT WILL BE EXCHANGED.
(PLEASE PRINT NAME(S) AND ADDRESS HERE)
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DATED:
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(AREA CODE AND TELEPHONE NUMBER)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
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* UNLESS OTHERWISE INDICATED, IT WILL BE ASSUMED THAT ALL OF YOUR OLD NOTES
ARE TO BE EXCHANGED.
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