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EXHIBIT 99.4
AT&T CORP.
OFFER TO EXCHANGE [ ] SHARES OF
AT&T WIRELESS GROUP TRACKING STOCK
FOR EACH SHARE OF AT&T COMMON STOCK
UP TO AN AGGREGATE OF [ ]
SHARES OF AT&T COMMON STOCK
To Our Clients:
Enclosed for your consideration is an Offering Circular/Prospectus dated
[ , ] (the "Offering Circular/Prospectus") and a form of Letter
of Transmittal and the instructions thereto (collectively, the "Letter of
Transmittal" and, together with the Offering Circular/Prospectus, the "Exchange
Offer") relating to the offer by AT&T Corp. ("AT&T") to exchange [ ]
shares of AT&T Wireless Group tracking stock for each share of AT&T common stock
validly tendered up to an aggregate of [ ] shares of AT&T common stock
validly tendered and exchanged. These documents may not be used by you to tender
shares of AT&T common stock.
The material is being forwarded to you as the beneficial owner of shares of
AT&T common stock carried by us in your account but not registered in your name.
A tender of such shares of AT&T common stock may only be made by us as the
registered holder and pursuant to your instructions. Therefore, holders of
shares of AT&T common stock registered in the name of a broker, dealer,
commercial bank, trust company or other nominee should contact such registered
holder promptly if they wish to tender their shares of AT&T common stock in the
Exchange Offer.
Accordingly, we request instructions from you as to whether you wish us to
tender any or all such shares of AT&T common stock held by us for your account
pursuant to the terms and conditions set forth in the enclosed Offering
Circular/Prospectus and the related Letter of Transmittal, including the
instructions thereto.
Your instructions to us should be forwarded as promptly as possible in
order to permit us to tender shares of AT&T common stock in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 12:00
midnight, New York time, on[ , , ], or if extended
by AT&T, the latest date and time to which extended (the "Expiration Date").
Shares of AT&T value common stock tendered pursuant to the Exchange Offer may be
withdrawn, subject to the procedures described in the Offering
Circular/Prospectus, at any time prior to the Expiration Date and after the
expiration of [ ] business days from the commencement of the Exchange Offer,
if not theretofore accepted for exchange by AT&T.
Your attention is directed to the following:
1. The Exchange Offer is for up to an aggregate of [ ] shares
of AT&T common stock.
2. AT&T's obligation to accept shares of AT&T common stock validly
tendered in the Exchange Offer is subject to certain conditions as
specified in the Offering Circular/Prospectus including a minimum condition
that at least that number of shares which, when multiplied by the exchange
ratio, equals [ ] shares of AT&T Wireless Group tracking stock.
3. AT&T will not be responsible for any stock transfer taxes payable
as a result of the transaction.
4. If you own beneficially an aggregate of fewer than 100 shares of
AT&T common stock and you instruct us to tender all of those shares on your
behalf, all such shares will be accepted for exchange and will not be
subject to proration if the Exchange Offer is oversubscribed. Shares of
AT&T common stock held in a AT&T or AT&T affiliated company savings plan
are not eligible for this preferential treatment.
If you wish to have us tender any or all of your shares of AT&T common
stock, please so instruct us by completing, executing and returning to us the
instruction form which appears on the reverse side of this letter.
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INSTRUCTIONS
I acknowledge receipt of your letter and the enclosed material referred to
therein relating to the Exchange Offer of AT&T Corp. ("AT&T") of AT&T Wireless
Group tracking stock in exchange for AT&T common stock. I understand, accept and
agree to the terms and conditions of the Exchange Offer.
This will instruct you to tender in the Exchange Offer the shares of AT&T
common stock indicated below (or, if no number is indicated below, all shares)
held by you for my account, pursuant to the terms of and conditions set forth in
the Offering Circular/Prospectus and the Letter of Transmittal, including the
instructions thereto.
Box 1 [ ] Please tender all of my shares of AT&T common stock held by you
for my account.
Box 2 [ ] Please tender (number) of the shares of AT&T common stock held
by you for my account.
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ODD-LOTS
[ ] By checking this box, I represent that I owned beneficially and of
record an aggregate of less than 100 shares of AT&T common stock and am
tendering all such shares.
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SIGNATURE
BY SIGNING BELOW, I HEREBY CERTIFY THAT I AM ELIGIBLE TO PARTICIPATE IN
THIS EXCHANGE OFFER.
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Dated: ---------------------------------------------------- -----------------------------------------------------------
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SIGNATURE(S)
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PLEASE PRINT NAME(S) HERE
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UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR
SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL OF YOUR
SHARES OF AT&T COMMON STOCK.
PLEASE RETURN THIS FORM TO THE BROKERAGE FIRM MAINTAINING YOUR ACCOUNT, NOT
AT&T, [ ], [ ] OR [ ].
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