Frequently Asked Questions About the Exchange Process
When was the acquisition completed?
The acquisition of AT&T Corp. ("AT&T") by SBC Communications Inc. ("SBC") was completed on Nov. 18, 2005.
What is the new company name?
The new corporate name is AT&T Inc. ("new AT&T").
Is any action required by the stockholders of old AT&T?
Only for stockholders who are still holding certificates representing shares of old AT&T common stock. These are the certificates that were not exchanged as part of old AT&T's 1-for-5 reverse stock split in November 2002.
What if I own old AT&T common stock in both certificated and uncertificated form?
Your uncertificated shares were automatically converted to new AT&T shares. Your old AT&T certificated shares must be submitted for exchange to new AT&T before you receive any dividends or distributions declared by the new AT&T board of directors.
What will I receive in exchange for my old AT&T common stock shares that are held in uncertificated form?
Pursuant to the acquisition, each share of old AT&T common stock was converted into .77942 of a share of new AT&T common stock. No fractional shares were issued for your new AT&T common stock; instead, you should have received a cash-in-lieu-of check. For participants in the DirectSERVICE Investment Program for Stockholders of AT&T Inc. (the "DRP"), fractional shares due participants will be aggregated and held by the Plan Administrator of the DRP on behalf of participants and shown on their accounts. When the participant acquires a whole share, it will be credited to the participant's uncertificated account.
Approximately 10 to 15 business days following the effective date of the acquisition, you should have received a Transaction Advice form from the exchange agent, Computershare, that showed how many uncertificated shares were automatically credited to your new AT&T account. Included was your cash-in-lieu-of check for your fractional share, if applicable.
In addition, old AT&T paid a special dividend of $1.30 for each old AT&T share of common stock held on the record date of Nov. 18, 2005.
I still hold some old AT&T common stock certificates that have not been submitted for exchange as a result of the 1-for-5 reverse stock split. What should I do?
In order to ensure the proper registration of your ownership of new AT&T common stock and to collect any cash in lieu of a fractional share and any dividends or distributions declared by the new AT&T board of directors, you must submit your old AT&T certificates for exchange. Under the terms of the agreement governing the acquisition, new AT&T will continue to withhold dividends and distributions on new AT&T common stock when old AT&T certificates are not exchanged.
If you hold old AT&T certificated shares, you should have received an Exchange Form with instructions on how to complete the exchange process for the old AT&T certificated shares.
What if I can't locate all of my old AT&T common stock certificates?
If you have lost any of your old AT&T stock certificates and the value of those certificates is $200,000 or less:
- Follow the instructions on Box D of the Exchange Form you should have received, and complete the Affidavit of Loss in this section.
- Return the completed Exchange and the Affidavit of Loss Forms, along with any certificate(s) you may have in your possession, to Computershare in the enclosed return envelope. We recommend that you use Registered Mail Return Receipt Requested.
What will happen if I do not send in my old AT&T common stock certificate(s) for the exchange?
Under the terms of the agreement governing the acquisition, new AT&T will withhold dividends and distributions on new AT&T common stock when old AT&T certificates are not exchanged.
If you do not exchange your certificates, we will be required to remit the shares and any applicable dividends/distributions to your state of residence as required under the applicable unclaimed property laws. If your shares are remitted to the state, you will need to go to the unclaimed property division of your state to receive the value of your shares.
What will happen to my dividends?
If, on the effective date of the acquisition, your shares were converted automatically, they are eligible for any future new AT&T dividends or other distributions that may be declared by the new AT&T board of directors for which the record date falls after the effective date of the acquisition. However, you will not receive dividends or other distributions on shares represented by old AT&T certificate(s) until you return these certificate(s).
Should I sign my old AT&T common stock certificates?
No. For your protection, do not endorse your stock certificates.
In what form will new AT&T issue my new shares?
Your new AT&T shares will be credited to your account in uncertificated form.
Can I request a stock certificate for my new AT&T shares?
Yes. Please call Computershare at (800) 351-7221, or if calling internationally, call collect at (781) 575-4729, and follow the voice response system instructions.
What if my address has changed?
Please contact Computershare, new AT&T's transfer agent, at (800) 351-7221, or if calling internationally, call collect at (781) 575-4729.
How long will it take to receive my new AT&T shares?
If you held your shares in uncertificated form, your shares were automatically exchanged, and you should have received a Transaction Advice form within 10 to 15 business days from the effective date of the acquisition.
If you hold old AT&T certificated shares, you should have received an Exchange Form with instructions on how to complete the exchange process for the old AT&T certificated shares within 10 to 15 days from the effective date of the acquisition. Once you submit your old AT&T certificate(s) with your completed Exchange Form, it will take Computershare about 10 business days to send you a Transaction Advice Form reflecting your new AT&T ownership.
Remember that no dividend or other distributions declared by the new AT&T board of directors following the acquisition date will be paid on these certificated shares until they are submitted for exchange.
Is this a taxable exchange?
According to the Internal Revenue Service (IRS), the receipt of your whole shares of new AT&T Inc. common stock is a tax-free event for federal income tax purposes in the United States.
Is the cash payment for the value of the fractional share taxable?
It may be. If you received your dividends in cash, on the acquisition effective date, the cash you received for the value of the fractional shares may be taxable. If the value of your fraction-share check is $20 or greater, this information will be reported to the IRS. Generally, any gain or loss resulting from receiving cash for fractional share will be subject to income tax. We urge you to consult your tax adviser.
A cost basis guide is available online, or you may contact Computershare at (800) 351-7221.
How do I contact Computershare if I have any questions regarding the exchange of my old AT&T common stock?
You can contact them as follows:
By Telephone — 9 a.m. to 7 p.m. Eastern time, Monday through Friday:
From within the United States, Canada or Puerto Rico: (800) 488-2954
From outside the United States: (781) 575-4729 (collect)
| By Mail: P. O. Box 43092 Providence, RI 02940 |
By Overnight Delivery: 250 Royall St. Canton, MA 02021 |
Information for Stockholders Joining the New AT&T Inc. as a Result of the Acquisition of AT&T Corp.