EXHIBIT 99.1.2
FORM OF LETTER OF TRANSMITTAL AND CONSENT
AT&T CORP.
TO TENDER AND GIVE CONSENT IN RESPECT OF ITS OUTSTANDING
5.625% NOTES DUE 2004 (CUSIP NO. 001957AU3)
6.75% NOTES DUE 2004 (CUSIP NO. 001957AM1)
7.75% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAP9)
8.00% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAN4)
6.50% NOTES DUE 2029 (CUSIP NO. 001957AW9)
FRN MEDIUM-TERM NOTES, SERIES A DUE 2054 (CUSIP NO. 00206QAE4)
PURSUANT TO ITS EXCHANGE OFFER AND CONSENT SOLICITATION
DESCRIBED IN THE PROSPECTUS DATED , 2002
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON , 2002 UNLESS THE OFFER IS EXTENDED.
The Exchange Agent For The Exchange Offer Is:
THE BANK OF NEW YORK
<Table>
By Registered or Certified Mail: Facsimile Transmissions: By Overnight Delivery or Hand:
The Bank of New York (212) 298-1915 The Bank of New York
Corporate Trust Reorganization Corporate Trust Reorganization
Unit To Confirm by Telephone Unit
101 Barclay Street, 7E or for Information: 101 Barclay Street, 7E
New York, NY 10286 (212) 815-3750 New York, NY 10286
Attn: Kin Lau Toll Free 800 254-2826 Attn: Kin Lau
</Table>
For AT&T Eligible Notes Held In Luxembourg, The Luxembourg Exchange Agent Is:
THE BANK OF NEW YORK (LUXEMBOURG) S.A.
The Bank of New York (Luxembourg) S.A.
Aerogolf Center -- 1A, Hoehenhof
L-1736 Senningerberg
Luxembourg
Attn: Jacqueline Geisen
Telephone: 44 207 964 7306
Facsimile: 44 207 964 6399
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT ("LETTER OF
TRANSMITTAL") OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THE INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. IF YOU HAVE QUESTIONS REGARDING
COMPLETING THIS LETTER OF TRANSMITTAL, YOU MAY CONTACT THE INFORMATION AGENT:
<Table>
D.F. KING & CO., INC. D.F. KING (EUROPE) LIMITED
77 WATER STREET, 20TH FLOOR 2 LONDON WALL BUILDING, 2ND FLOOR
NEW YORK, NEW YORK 10005 LONDON, EC2M5PP
BANKS AND BROKERS CALL COLLECT: (212) 269-5550 TELEPHONE: 44 207 920 9700
ALL OTHERS CALL TOLL FREE: (866) 868-2409
</Table>
THE EXCHANGE OFFER IS MADE UPON THE TERMS AND SUBJECT TO THE CONDITIONS SET
FORTH IN THE PROSPECTUS DATED , 2002 (AS AMENDED OR SUPPLEMENTED FROM
TIME TO TIME, THE "PROSPECTUS"), RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, AND IN
THIS LETTER OF TRANSMITTAL (WHICH TOGETHER WITH THE PROSPECTUS, CONSTITUTES THE
"EXCHANGE OFFER.") CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS LETTER OF
TRANSMITTAL SHALL HAVE THE MEANING GIVEN IN THE PROSPECTUS.
HOLDERS OF AT&T ELIGIBLE NOTES WILL BE REQUIRED TO CONSENT TO THE NOTE
AMENDMENT (AS DESCRIBED IN THE PROSPECTUS) AS A CONDITION TO A VALID TENDER, AND
WILL BE DEEMED TO HAVE GIVEN SUCH CONSENT TO THE EXTENT THEIR NOTES ARE ACCEPTED
FOR EXCHANGE. THE COMPLETION, EXECUTION AND DELIVERY OF THIS LETTER OF
TRANSMITTAL WILL CONSTITUTE A CONSENT TO THE NOTE AMENDMENT.
AMONG OTHER CONDITIONS TO THE EXCHANGE OFFER SET FORTH IN THE PROSPECTUS,
NO AT&T ELIGIBLE NOTES OF A SERIES WILL BE ACCEPTED FOR EXCHANGE IN THE EXCHANGE
OFFER UNLESS MORE THAN 50% OF THE PRINCIPAL AMOUNT OF THAT SERIES OF AT&T
ELIGIBLE NOTES HAS BEEN VALIDLY TENDERED AND NOT WITHDRAWN BY THE EXPIRATION OF
THE EXCHANGE OFFER FOR THAT SERIES.
YOU MUST DELIVER THIS LETTER OF TRANSMITTAL AND THE CERTIFICATES FOR YOUR
AT&T ELIGIBLE NOTES. Unless your AT&T Eligible Notes are held through The
Depository Trust Company ("DTC"), this Letter of Transmittal should be
accompanied by the certificates for the AT&T Eligible Notes (the
"certificates"). If your AT&T Eligible Notes are held through DTC, tenders of
AT&T Eligible Notes are to be made by book-entry transfer to an account
maintained by The Bank Of New York (the "Exchange Agent") at DTC pursuant to the
procedures set forth in "Description of the Exchange Offer -- Book-Entry
Transfer" in the Prospectus and in this Letter of Transmittal, and you must
submit this Letter of Transmittal unless in accordance with the Automated Tender
Offer Program ("ATOP") established by DTC, DTC will send an agent's message
stating that DTC has received an express acknowledgement that you will become
bound by the terms and conditions hereof as if you had completed, executed and
delivered this Letter of Transmittal in accordance with the procedures
established under ATOP. Holders of AT&T Eligible Notes whose certificates are
not immediately available or who cannot deliver their certificates to the
Exchange Agent prior to the expiration of the Exchange Offer, or who cannot
complete the procedures for book-entry transfer on a timely basis, must tender
their AT&T Eligible Notes according to the guaranteed delivery procedures set
forth in "Description of the Exchange Offer -- Guaranteed Delivery Procedures"
in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE
WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The exchange offer and consent solicitation are not being made to, nor will
tenders be accepted from or on behalf of, holders in any jurisdiction in which
the making or acceptance of the exchange offer or consent solicitation would not
be in compliance with the laws of such jurisdiction.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
<Table>
- -------------------------------------------------------------------------------------------------------------
DESCRIPTION OF AT&T ELIGIBLE NOTES TENDERED
AND IN RESPECT OF WHICH CONSENT IS GIVEN
- -------------------------------------------------------------------------------------------------------------
THIS LETTER OF TRANSMITTAL IS BEING USED WITH RESPECT TO THE FOLLOWING SERIES OF AT&T ELIGIBLE NOTES (CHECK
ONLY ONE):
[ ] 5.625% NOTES DUE 2004 (CUSIP NO. 001957AU3)
[ ] 6.75% NOTES DUE 2004 (CUSIP NO. 001957AM1)
[ ] 7.75% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAP9)
[ ] 8.00% MEDIUM-TERM NOTES, SERIES A DUE MAY 15, 2025 (CUSIP NO. 00206QAN4)
[ ] 6.50% NOTES DUE 2029 (CUSIP NO. 001957AW9)
[ ] FRN MEDIUM-TERM NOTES, SERIES A DUE 2054 (CUSIP NO. 00206QAE4)
IF MORE THAN ONE SERIES OF AT&T ELIGIBLE NOTES ARE BEING TENDERED, YOU MUST RETURN A SEPARATE LETTER OF
TRANSMITTAL FOR EACH SUCH SERIES OF AT&T ELIGIBLE NOTES.
- -------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), OR NAME OF
DTC PARTICIPANT
AND PARTICIPANT'S DTC ACCOUNT NUMBER IN WHICH SECURITIES ARE AT&T ELIGIBLE NOTES TENDERED AND IN
HELD RESPECT OF WHICH CONSENT IS GIVEN
(MUST BE COMPLETED IF BLANK) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT OF AT&T
ELIGIBLE NOTES TENDERED AND IN
CERTIFICATE RESPECT OF WHICH CONSENT IS
NUMBER(S)* GIVEN (IF LESS THAN ALL)**
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
---------------------------------------------
TOTAL AMOUNT
TENDERED
- -------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** AT&T Eligible Notes may be tendered in whole or in part in denominations of $1,000 and multiples thereof.
You must consent to the Note Amendment in respect of all AT&T Eligible Notes tendered by you. All AT&T
Eligible Notes held shall be deemed tendered unless a lesser number is specified in this column.
- -------------------------------------------------------------------------------------------------------------
</Table>
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED AT&T ELIGIBLE NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution
-----------------------------------------------------------------------------
DTC Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
3
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED AT&T ELIGIBLE NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holder(s)
-----------------------------------------------------------------------------
Window Ticket Number (if any)
-----------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-----------------------------------------------------------------------------
Name of Institution which Guaranteed
-----------------------------------------------------------------------------
If Guaranteed Delivery is to be made By Book-Entry Transfer:
-----------------------------------------------------------------------------
Name of Tendering Institution
-----------------------------------------------------------------------------
DTC Account Number
-----------------------------------------------------------------------------
Transaction Code Number
-----------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE AT&T ELIGIBLE NOTES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND CONSENT STATEMENT AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:
-----------------------------------------------------------------------------
Address:
-----------------------------------------------------------------------------
(COMPLETE ONLY IF APPLICABLE)
AT&T will pay, in the amounts and on the terms and conditions set forth in
the Prospectus, a retail solicitation fee to qualifying retail soliciting
dealers (as described in the Prospectus).
The above signed represents that the retail soliciting dealer that
solicited and obtained this tender and consent is:
Name of Firm:
- --------------------------------------------------------------------------------
(please print)
Name of Individual Broker:
- --------------------------------------------------------------------------------
Telephone Number of Broker:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
-------------------------------------------------------------------------
(include zip code)
4
If notes tendered by this Letter of Transmittal are held by the above
signed as registered holder or DTC participant, specify below each beneficial
owner of such notes whose tender and consent you have solicited. Any questions
as to what constitutes beneficial ownership should be directed to the
depositary. If the space below is inadequate, attach a separate signed schedule
using the same format.
<Table>
<Caption>
PRINCIPAL AMOUNT
NAME OF OF AT&T ELIGIBLE NOTES
BENEFICIAL OWNER BENEFICIALLY OWNED
---------------- ----------------------
- ------------------------------------------------ ------------------------------------------------
- ------------------------------------------------ ------------------------------------------------
- ------------------------------------------------ ------------------------------------------------
- ------------------------------------------------ ------------------------------------------------
- ------------------------------------------------ ------------------------------------------------
(ATTACH ADDITIONAL SHEET IF NECESSARY)
</Table>
The acceptance of compensation by such retail soliciting dealer will
constitute a representation by it that (a) it has complied with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the
applicable rules and regulations thereunder, in connection with such
solicitation; (b) it is entitled to such compensation for such solicitation
under the terms and conditions of the Prospectus; (c) in soliciting a tender and
consent, it has used no solicitation materials other than those furnished by
AT&T; and (d) if it is a foreign broker or dealer not eligible for membership in
the National Association of Securities Dealers, Inc., it has agreed to conform
to the NASD's Rules of Fair Practice in making solicitations.
SOLICITATION FEE PAYMENT INSTRUCTIONS
Issue Check To:
Firm:
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Attention:
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
-------------------------------------------------------------------------
Phone Number:
- --------------------------------------------------------------------------------
Taxpayer Identification or Social Security Number:
- ----------------------------------------------------------------------
5
Ladies and Gentlemen:
The undersigned hereby tenders to AT&T Corp. (the "Company") the principal
amount of the Company's 5.625% Notes Due 2004, 6.75% Notes Due 2004, 7.75%
Medium-Term Notes, Series A Due May 15, 2025, 8.00% Medium-Term Notes, Series A
Due May 15, 2025, 6.50% Notes Due 2029 or FRN Medium-Term Notes, Series A Due
2054 (spread over commercial paper: -.15%) (the "AT&T Eligible Notes") specified
above in the box titled "Description of AT&T Eligible Notes Tendered and In
Respect of Which Consent is Given" in exchange for a like principal amount of
the Company's % Notes Due March 15, 2004, % Notes Due April 1, 2004,
% Medium-Term Notes, Series A Due May 15, 2025, % Medium-Term Notes,
Series A Due May 15, 2025, % Notes Due 20 and FRN Medium-Term Notes,
Series A Due 2054 (spread over commercial paper: %), as applicable (the
"New AT&T Notes"), upon the terms and subject to the conditions set forth in the
Exchange Offer.
The undersigned also hereby consents (the "Consent") to the proposed
amendments described in the Prospectus (the "Note Amendment") to the indenture
(the "AT&T Indenture"), dated as of September 7, 1990, between AT&T Corp. and
The Bank of New York, as trustee (the "Trustee"), as amended, with respect to
all or any portion of tendered AT&T Eligible Notes accepted for exchange in the
Exchange Offer, upon the terms and subject to the conditions set forth in the
Exchange Offer.
Subject to and effective upon the acceptance for exchange of all or any
portion of the AT&T Eligible Notes tendered in the Exchange Offer in accordance
with the terms and conditions of the Exchange Offer (including, if the Exchange
Offer is extended or amended, the terms and conditions of any such extension or
amendment, which shall be disseminated in accordance with the requirements under
the Securities Act of 1933, as amended (the "Securities Act") and the rules and
regulations thereunder), the undersigned hereby sells, assigns and transfers to
or upon the order of the Company all right, title and interest in and to such
accepted AT&T Eligible Notes. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of the Company in
connection with the Exchange Offer) with respect to the accepted AT&T Eligible
Notes, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (i) deliver the Consents to the Note
Amendment contained herein to the Company and the Trustee, (ii) deliver
certificates for such AT&T Eligible Notes and all evidences of transfer and
authenticity, or transfer ownership of, such AT&T Eligible Notes on the account
books maintained by DTC, to or upon the order of the Company, (iii) present such
AT&T Eligible Notes for transfer of ownership on the books of the Company, and
(iv) receive for the account of the Company all benefits and otherwise exercise
all rights of beneficial ownership of such AT&T Eligible Notes, all in
accordance with the terms and conditions of the Exchange Offer.
The undersigned hereby represents and warrants that (i) the undersigned has
read and agrees to all of the terms of the Exchange Offer, (ii) the undersigned
(1) has full power and authority to tender, exchange, sell, assign and transfer
the AT&T Eligible Notes tendered hereby and (2) either has full power and
authority to Consent to the Note Amendment or is delivering a duly executed
Consent from a person or entity having such power and authority; and (iii) that,
when the AT&T Eligible Notes are accepted for exchange, the Company will acquire
good, marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and that the AT&T Eligible Notes
tendered hereby are not subject to any adverse claims or proxies. The
undersigned will, upon request, execute and deliver any additional documents
deemed by the Company or the Exchange Agent to be necessary or desirable to
effect the Note Amendment and/or to complete the exchange, assignment and
transfer of the AT&T Eligible Notes tendered hereby.
If any tendered AT&T Eligible Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if certificates are submitted for more AT&T
Eligible Notes than are tendered or accepted for exchange, certificates for such
unaccepted or non-exchanged AT&T Eligible Notes will be returned (or, in the
case of AT&T Eligible Notes tendered by book-entry transfer, such AT&T Eligible
Notes will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.
The undersigned understands that tenders of AT&T Eligible Notes pursuant to
any one of the procedures described in "Description of the Exchange
Offer -- Procedures for Tendering" in the Prospectus and in the instructions to
this Letter of Transmittal will, upon the Company's acceptance for exchange of
any AT&T Eligible Notes tendered and not validly withdrawn, constitute a binding
agreement between the undersigned and the Company
6
upon the terms and subject to the conditions of the Exchange Offer. In all cases
in which a DTC participant elects to accept the Exchange Offer by transmitting
an express acknowledgment in accordance with the established ATOP procedures,
such DTC participant shall be bound by all of the terms and conditions of this
Letter of Transmittal, including without limitation, the Consent. The
undersigned recognizes that the Exchange Offer is subject to various conditions
described in the Prospectus, and that as a result the Company may not be
required to accept for exchange any of the AT&T Eligible Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New AT&T Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of AT&T Eligible Notes, that such New AT&T Notes be credited to the
account indicated above maintained at DTC. If applicable, substitute
certificates representing AT&T Eligible Notes not tendered or not accepted for
exchange will be issued to the undersigned or, in the case of a book-entry
transfer of AT&T Eligible Notes, will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery
Instructions," please deliver New AT&T Notes to the undersigned at the address
shown below the undersigned's signature.
By tendering AT&T Eligible Notes and executing, or otherwise becoming bound
by, this Letter of Transmittal, the undersigned hereby represents and agrees
that the undersigned is not an "affiliate" of the Company. By tendering AT&T
Eligible Notes pursuant to the exchange offer and executing, or otherwise
becoming bound by, this Letter of Transmittal, a holder of AT&T Eligible Notes
which is a broker-dealer represents and agrees, consistent with certain
interpretive letters issued by the staff of the Division of Corporation Finance
of the Securities and Exchange Commission to third parties, that (i) the AT&T
Eligible Notes held by the broker-dealer are held only as a nominee, or (ii)
such AT&T Eligible Notes were acquired by such broker-dealer for its own account
as a result of market-making activities or other trading activities and it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New AT&T Notes, provided that, by so
acknowledging and by delivering a prospectus, such broker-dealer is not agreeing
that it may be deemed to be an "underwriter" within the meaning of the
Securities Act.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
7
NOTE: SIGNATURES MUST BE PROVIDED BELOW
(SEE INSTRUCTIONS 2, 5 AND 6; SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY
INSTRUCTION 2)
The signature line below must be signed by registered holder(s) exactly as
name(s) appear(s) on certificate(s) for the AT&T Eligible Notes hereby tendered
or on a security position listing, or by any person(s) authorized to become the
registered holder(s) by endorsements and documents transmitted herewith. If the
signature provided below is by an attorney-in-fact, executor, administrator,
trustee, guardian or another acting in a fiduciary or representative capacity,
please set forth the signer's full title. See Instruction 5.
Signature
- --------------------------------------------------------------------------------
------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Name(s)
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Date
- ------------------------------------, 20
Capacity or Title
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE ALSO COMPLETE THE SUBSTITUTE FORM W-9 HEREIN)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature
- --------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Date
- ------------------------------------, 20
Capacity or Title
- --------------------------------------------------------------------------------
Name of Firm
- --------------------------------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
- --------------------------------------------------------------------------------
8
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New AT&T Notes are to be issued in the name of
someone other than the registered holder of the AT&T Eligible Notes whose
name(s) appear(s) above.
ISSUE NEW SECURITIES TO:
Name
- ----------------------------------------------
- ------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE ALSO COMPLETE THE SUBSTITUTE FORM W-9 HEREIN)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if New AT&T Notes are to be sent to someone other than
the registered holder of the AT&T Eligible Notes whose name(s) appear(s) above,
or to such registered holder(s) at an address other than that shown above.
MAIL NEW SECURITIES TO:
Name
- ----------------------------------------------
- ------------------------------------------------------
(PLEASE PRINT)
Address
- --------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
(INCLUDE ZIP CODE)
- ------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE ALSO COMPLETE THE SUBSTITUTE FORM W-9 HEREIN)
9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed if certificates are
to be forwarded herewith and, unless your tenders are to be made pursuant to the
procedures for tender by book entry transfer set forth in "Description of the
Exchange Offer -- Book Entry Transfer," should be accompanied by the
certificates for the AT&T Eligible Notes. If tenders are to be made pursuant to
the procedures for tender by book-entry transfer and in accordance with the ATOP
procedures established by DTC, a tendering holder will become bound by the terms
and conditions hereof, including the Consent to the Note Amendment described in
the Prospectus, in accordance with the procedures established under ATOP.
Certificates, or timely confirmation of a book-entry transfer of such AT&T
Eligible Notes into the Exchange Agent's account at DTC, as well as this Letter
of Transmittal (or facsimile thereof), unless not required because the tendering
holder will be bound by the terms and conditions hereof in accordance with the
ATOP procedures, properly completed and duly executed, with any required
signature guarantees, must be received by the Exchange Agent at one of its
addresses set forth herein prior to the expiration of the Exchange Offer.
Holders who wish to tender their AT&T Eligible Notes and (i) whose AT&T
Eligible Notes are not immediately available or (ii) who cannot deliver their
AT&T Eligible Notes to the Exchange Agent prior to the expiration of the
Exchange Offer or (iii) who cannot complete the procedures for delivery by
book-entry transfer on a timely basis, may tender their AT&T Eligible Notes by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "Description of the Exchange
Offer -- Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such
procedures: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) a properly completed and duly executed Letter of
Transmittal (or facsimile) thereof and Notice of Guaranteed Delivery,
substantially in the form made available by the Company, must be received by the
Exchange Agent prior to the expiration of the Exchange Offer; and (iii) the
certificates or a book-entry confirmation (as defined in the Prospectus)
representing all tendered AT&T Eligible Notes, in proper form for transfer, must
be received by the Exchange Agent within three New York Stock Exchange trading
days after the date of execution of such Notice of Guaranteed Delivery, all as
provided in "Description of the Exchange Offer -- Guaranteed Delivery
Procedures" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For AT&T Eligible
Notes to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a duly executed Notice of Guaranteed Delivery prior
to the expiration of the Exchange Offer. As used herein and in the Prospectus,
"Eligible Institution" means a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the United States, or other eligible institution under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
THE METHOD OF DELIVERY OF AT&T ELIGIBLE NOTES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING
HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR
AT&T ELIGIBLE NOTES SHOULD BE SENT TO THE COMPANY OR ANY OTHER PARTY OTHER THAN
THE EXCHANGE AGENT.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of this Letter of Transmittal (or
facsimile thereof), or agreeing to be bound by the terms of this Letter of
Transmittal by means of the DTC's ATOP procedures in lieu thereof, waives any
right to receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. The signature(s) on this Letter of Transmittal
(as described in Instruction 5) must be guaranteed by an Eligible Institution
meeting the requirements of the Exchange Agent, which requirements include
membership or participation in the Securities Transfer Agents Medallion Program
("STAMP")
10
or such other "signature guarantee program" as may be determined by the Exchange
Agent in addition to, or in substitution for, STAMP (a "Eligible Signature
Guarantor"), in accordance with the Exchange Act, unless:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any DTC
participant whose name appears on a security position listing as the owner
of the AT&T Eligible Notes) of AT&T Eligible Notes tendered herewith,
unless such holder(s) has completed either the box entitled "Special
Issuance Instructions" or the box entitled "Special Delivery Instructions"
above, or
(ii) such AT&T Eligible Notes are tendered for the account of a firm
that is an Eligible Institution.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of AT&T Eligible Notes Tendered and In Respect of Which Consent is
Given" is inadequate, the certificate number(s) and/or the principal amount of
AT&T Eligible Notes tendered and with respect to which Consent is given, and any
other required information should be listed on a separate signed schedule which
is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. If less than all the AT&T
Eligible Notes evidenced by any certificate submitted are to be tendered, fill
in the principal amount of AT&T Eligible Notes which are to be tendered in the
box entitled "Principal Amount of AT&T Eligible Notes Tendered and In Respect of
which Consent is Given (if less than all)." In such case, new certificate(s) for
the remainder of the AT&T Eligible Notes that were evidenced by your old
certificate(s) will only be sent to the holder of the AT&T Eligible Note,
promptly after the expiration of the Exchange Offer. All AT&T Eligible Notes
represented by certificates delivered to the Exchange Agent will be deemed to
have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of AT&T Eligible Notes may be
withdrawn at any time prior to the expiration of the Exchange Offer. In order
for a withdrawal to be effective prior to that time, a written notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus prior to the expiration of the Exchange
Offer. Any such notice of withdrawal must specify the name of the person who
tendered the AT&T Eligible Notes to be withdrawn, identify the AT&T Eligible
Notes to be withdrawn (including the principal amount of such AT&T Eligible
Notes) and (where certificates for AT&T Eligible Notes have been transmitted)
specify the name in which such AT&T Eligible Notes are registered, if different
from that of the withdrawing holder. If certificates for the AT&T Eligible Notes
have been delivered or otherwise identified to the Exchange Agent, then prior to
the release of such certificates, the withdrawing holder must submit the serial
numbers of the particular certificates for the AT&T Eligible Notes to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Signature Gurantor, unless such holder is an Eligible Institution. If
AT&T Eligible Notes have been tendered pursuant to the procedures for book-entry
transfer set forth in the Prospectus under "Description of the Exchange
Offer -- Book-Entry Transfer," any notice of withdrawal must specify the name
and number of the account at DTC to be credited with the withdrawal of AT&T
Eligible Notes and otherwise comply with the procedures of such facility. AT&T
Eligible Notes properly withdrawn will not be deemed validly tendered for
purposes of the Exchange Offer, but may be retendered at any time prior to the
expiration of the Exchange Offer by following one of the procedures described in
the Prospectus under "Description of the Exchange Offer -- Procedures for
Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company and AT&T
Comcast, whose determination shall be final and binding on all parties. Any AT&T
Eligible Notes which have been tendered for exchange but which are not exchanged
for any reason will be returned to the holder thereof without cost to such
holder (or, in the case of AT&T Eligible Notes tendered by book-entry transfer
into the Exchange Agent's account at DTC pursuant to the book-entry procedures
described in the Prospectus under "Description of the Exchange
Offer -- Book-Entry Transfer," such AT&T Eligible Notes will be credited to an
account maintained with DTC for the AT&T Eligible Notes) as soon as practicable
after withdrawal, rejection of tender or termination of the Exchange Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the AT&T
Eligible Notes tendered hereby, the signature(s) must correspond exactly with
the name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
11
If any of the AT&T Eligible Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered AT&T Eligible Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
If this Letter of Transmittal or any certificates or powers of attorney are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of such persons' authority
to so act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the AT&T Eligible Notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or written instrument or instruments of transfer or exchange are
required unless New AT&T Notes are to be issued in the name of a person other
than the registered holder(s). Signature(s) on such certificate(s) or written
instrument or instruments of transfer or exchange must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the AT&T Eligible Notes listed, the certificates must be
endorsed or accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Company in its sole
discretion and executed by the registered holder(s), in either case signed
exactly as the name or names of the registered holder(s) appear(s) on the
certificates. Signatures on such certificates or written instrument or
instruments of transfer or exchange must be guaranteed by an Eligible
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New AT&T Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New AT&T Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for AT&T Eligible Notes not exchanged will be returned by mail or,
if tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company and AT&T Comcast will determine, in their
sole discretion, all questions as to the form, validity, eligibility (including
time of receipt) and acceptance for exchange of any tender of AT&T Eligible
Notes, which determination shall be final and binding. The Company and AT&T
Comcast reserve the absolute right to reject any and all tenders of any
particular AT&T Eligible Notes not properly tendered or to not accept any
particular AT&T Eligible Notes which acceptance might, in the judgment of the
Company and AT&T Comcast or their counsel, be unlawful. The Company and AT&T
Comcast also reserve the absolute right, in their sole discretion, to waive any
defects or irregularities or conditions of the Exchange Offer as to any
particular AT&T Eligible Notes either before or after the expiration of the
Exchange Offer (including the right to waive the ineligibility of any holder who
seeks to tender AT&T Eligible Notes in the Exchange Offer). The interpretation
of the terms and conditions of the Exchange Offer as to any particular AT&T
Eligible Notes either before or after the expiration of the Exchange Offer
(including the Letter of Transmittal and the instructions thereto) by the
Company and AT&T Comcast shall be final and binding on all parties. Unless
waived, any defects or irregularities in connection with the tender of AT&T
Eligible Notes for exchange must be cured within such reasonable period of time
as the Company and AT&T Comcast shall determine. None of the Company, AT&T
Comcast, the Exchange Agent or any other person shall be under any duty to give
notification of any defect or irregularity with respect to any tender of AT&T
Eligible Notes for exchange, nor shall any of them incur any liability for
failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Information Agent at its address
and telephone number set forth on the cover of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Information Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing AT&T Eligible Notes have been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will
12
then be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost, destroyed or stolen
certificate(s) have been followed.
10. BACKUP U.S. FEDERAL INCOME TAX WITHHOLDING. To prevent U.S. federal
backup withholding tax on any payments of cash pursuant to the Exchange Offer, a
holder tendering AT&T Eligible Notes in the Exchange Offer must, unless an
exemption applies, provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on the Substitute Form W-9 below in this
Letter of Transmittal and certify under penalties of perjury that such TIN is
correct and that such holder is not subject to backup withholding tax. If a
holder does not provide such holder's correct TIN, the Internal Revenue Service
(the "IRS") may impose a $50 penalty on such holder and any payment of cash to
such holder pursuant to the Exchange Offer may be subject to backup withholding
tax of 30%.
Backup withholding tax is not an additional tax. Rather the amount of the
backup withholding tax can be credited against the federal income tax liability
of the person subject to the backup withholding tax, provided that the required
information is given to the IRS. If backup withholding tax results in an
overpayment of tax, a refund can be obtained by the holder.
The holder is required to give the Exchange Agent the TIN (i.e., social
security number or employer identification number) of the record owner of the
AT&T Eligible Notes. If the AT&T Eligible Notes are held in more than one name
or are not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.
Certain holders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding tax.
Foreign holders should complete and sign the main signature form and an IRS Form
W-8BEN, a copy of which may be obtained from the Exchange Agent, in order to
avoid backup withholding tax.
11. SECURITY TRANSFER TAXES. Holders who tender their AT&T Eligible Notes
for exchange will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Company to register New AT&T
Notes in the name of or request that AT&T Eligible Notes not tendered or not
accepted in the Exchange Offer be returned to, a person other than the
registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.
13
<Table>
- ------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: AT&T CORP.
- ------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1: PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
FORM W-9 CERTIFY BY SIGNING AND DATING BELOW. ------------------------------
Social Security Number(s) or
Taxpayer Identification
Number(s)
-------------------------------------------------------------------------------------------
PART 2: Check the box if you are NOT subject to backup withholding because (a) you are
DEPARTMENT OF THE TREASURY, exempt from backup withholding, (b) you have not been notified by the Internal Revenue
INTERNAL REVENUE SERVICE Service (the "IRS") that you are subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has notified you that you are no longer
PAYER'S REQUEST FOR subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident
TAXPAYER IDENTIFICATION alien). [ ]
NUMBER ("TIN") -------------------------------------------------------------------------------------------
PART 3: Awaiting TIN [ ]
-------------------------------------------------------------------------------------------
PART 4: Exempt TIN [ ]
- ------------------------------------------------------------------------------------------------------------------------
Certification: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, ACCURATE
AND COMPLETE.
</Table>
<Table>
Signature Date: -----------------------
- ------------------------------------------------------------
Name
- ------------------------------------------------------------
(PLEASE PRINT)
- -----------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN A
$50 PENALTY IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 30% OF ANY PAYMENTS
MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 FOR ADDITIONAL INFORMATION.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 30% of all
reportable payments made to me will be withheld.
<Table>
Signature Date: -----------------------
- ------------------------------------------------------------
Name
- ------------------------------------------------------------
(PLEASE PRINT)
</Table>
14