Exhibit 99.4
WAM!NET Inc.
Offer to Exchange
Up to $208,530,000 in principal amount of
13 1/4% Senior Discount Notes due 2005, Series A
sold in a transaction exempt
from registration under the Securities Act
of 1933, as amended,
for
$208,530,000 in principal amount of
13 1/4% Senior Discount Notes due 2005, Series B
To Securities Dealers, Commercial Banks
Trust Companies and Other Nominees:
Enclosed for your consideration is a Prospectus dated _______ __, 1998
(as the same may be amended or supplemented from time to time, the "Prospectus")
and a form of Letter of Transmittal (the "Letter of Transmittal") relating to
the offer (the "Exchange Offer") by WAM!NET Inc. ("WAM!NET" or the "Issuer") and
all of the subsidiaries of the Issuer to exchange up to $208,530,000 in
principal amount of their 13 1/4% Senior Discount Notes due 2005, Series A
issued and sold in a transaction exempt from registration under the Securities
Act of 1933, as amended (the "Original Notes"), for $208,530,000 in principal
amount of their 13 1/4% Senior Discount Notes due 2005, Series B (the "Exchange
Notes").
We are asking you to contact your clients for whom you hold Original
Notes registered in your name or in the name of your nominee. In addition, we
ask you to contact your clients who, to your knowledge, hold Original Notes
registered in their own name. The Issuer will not pay any fees or commissions to
any broker, dealer or other person in connection with the solicitation of
tenders pursuant to the Exchange Offer. You will, however, be reimbursed by the
Issuer for customary mailing and handling expenses incurred by you in forwarding
any of the enclosed materials to your clients. The Issuer will pay all transfer
taxes, if any, applicable to the tender of Original Notes to it or its order,
except as otherwise provided in the Prospectus and the Letter of Transmittal.
Enclosed are copies of the following documents:
1. The Prospectus;
2. A Letter of Transmittal for your use in connection with the
tender of Original Notes and for the information of your
clients;
3. A form of letter that may be sent to your clients for whose
accounts you hold Original Notes registered in your name or
the name of your nominee, with space provided for obtaining
the clients' instructions with regard to the Exchange Offer;
4. A form of Notice of Guaranteed Delivery; and
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., Eastern Standard Time, on _________, ________ __, 1998, unless extended
(the "Expiration Date"). Original Notes tendered pursuant to the Exchange Offer
may be withdrawn, subject to the procedures described in the Prospectus, at any
time prior to the Expiration Date.
To tender Original Notes, certificates for Original Notes or a Book-
Entry Confirmation, a duly executed and properly completed Letter of Transmittal
or a facsimile thereof, and any other required documents, must be received by
the Exchange Agent as provided in the Prospectus and the Letter of Transmittal.
Additional copies of the enclosed material may be obtained from U.S.
Bank Trust National Association, the Exchange Agent, by calling (612) 244-1572.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO
THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS AND
THE LETTER OF TRANSMITTAL.
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