Obligation ATT 8.75% ( US001957BD05 ) en USD

ATT

100 % ▼

Etas-Unis

US001957BD05 ( en USD )

8.75% par an ( paiement semestriel )

15/11/2031

Prospectus brochure de l'obligation AT&T US001957BD05 en USD 8.75%, échéance 15/11/2031

1 000 USD

2 750 000 000 USD

001957BD0

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 174 jours )

AT&T est une société américaine de télécommunications offrant des services de téléphonie fixe et mobile, d'internet haut débit et de télévision par câble, ainsi que des solutions d'entreprise.

L'Obligation émise par ATT ( Etas-Unis ) , en USD, avec le code ISIN US001957BD05, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2031

L'Obligation émise par ATT ( Etas-Unis ) , en USD, avec le code ISIN US001957BD05, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par ATT ( Etas-Unis ) , en USD, avec le code ISIN US001957BD05, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: [email protected]
Originator-Key-Asymmetric:
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<SEC-DOCUMENT>0001095811-01-504374.txt : 20010816
<SEC-HEADER>0001095811-01-504374.hdr.sgml : 20010816
ACCESSION NUMBER:
0001095811-01-504374
CONFORMED SUBMISSION TYPE:
S-4/A
PUBLIC DOCUMENT COUNT:
8
FILED AS OF DATE:
20010815
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME:
AT&T WIRELESS SERVICES INC
CENTRAL INDEX KEY:
0001138234
STANDARD INDUSTRIAL CLASSIFICATION:
RADIO TELEPHONE COMMUNICATIONS [4812]
IRS NUMBER:
911379052
STATE OF INCORPORATION:
DE
FISCAL YEAR END:
1231
FILING VALUES:
FORM TYPE:
S-4/A
SEC ACT:
1933 Act
SEC FILE NUMBER:
333-67068
FILM NUMBER:
1716139
BUSINESS ADDRESS:
STREET 1:
7277 164TH AVENUE NE BUILDING 1
CITY:
REDMOND
STATE:
WA
ZIP:
98052
BUSINESS PHONE:
4255806000
MAIL ADDRESS:
STREET 1:
7277 164TH AVENUE NE
STREET 2:
BUILDING 1
CITY:
REDMOND
STATE:
VA
ZIP:
98052
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-4/A
<SEQUENCE>1
<FILENAME>v74648a1s-4a.txt
<DESCRIPTION>AMENDMENT NO. 1 TO FORM S-4
<TEXT>
<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 2001.
REGISTRATION NO. 333-67068
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
AT&T WIRELESS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<Table>
<S> <C> <C>
DELAWARE 4812 91-1379052
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</Table>
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------
GREGORY P. LANDIS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
AT&T WIRELESS SERVICES, INC.
7277 164TH AVENUE NE, BUILDING 1
REDMOND, WASHINGTON 98052
(425) 580-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

-------------------------
COPIES TO:
STEWART M. LANDEFELD
PERKINS COIE LLP
1201 THIRD AVENUE, SUITE 4800
SEATTLE, WASHINGTON 98101-3099
(206) 583-8888
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
AT&T WIRELESS SERVICES, INC.
OFFER TO EXCHANGE
7.350% SENIOR NOTES DUE 2006
7.875% SENIOR NOTES DUE 2011
8.750% SENIOR NOTES DUE 2031
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ANY AND ALL OF ITS OUTSTANDING
7.350% SENIOR NOTES DUE 2006
7.875% SENIOR NOTES DUE 2011
8.750% SENIOR NOTES DUE 2031
THAT WERE ISSUED AND SOLD IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
-------------------------
AT&T Wireless Services, Inc., a Delaware corporation, hereby offers to
exchange, upon the terms and conditions set forth in this prospectus and the
accompanying letter of transmittal, up to $1,000,000,000 in aggregate principal
amount of its 7.350% senior notes due 2006, up to $3,000,000,000 in aggregate
principal amount of its 7.875% senior notes due 2011 and up to $2,500,000,000 in
aggregate principal amount of its 8.750% senior notes due 2031, which we refer
to as the "exchange notes," for the same principal amount of its outstanding
7.350% senior notes due 2006, 7.875% senior notes due 2011 and 8.750% senior
notes due 2031, which we refer to as the "original notes."
The terms of the exchange notes are substantially identical to the terms of
the original notes, except that the exchange notes will generally be freely
transferable and do not contain certain terms with respect to additional
interest. We will issue the exchange notes under the indenture governing the
original notes. For a description of the principal terms of the exchange notes,
see "Description of the Notes."
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
SEPTEMBER 19, 2001, UNLESS WE EXTEND THE OFFER. At any time prior to the
expiration date, you may withdraw your tender and any original notes at any time
prior to the expiration date; otherwise, such tender is irrevocable. We will
receive no cash proceeds from this exchange offer.
The exchange notes constitute a new issue of securities for which there is
no established trading market. Any original notes not tendered and accepted in
this exchange offer will remain outstanding. To the extent original notes are
tendered and accepted in this exchange offer, your ability to sell untendered,
and tendered but unaccepted, original notes could be adversely affected.
Following consummation of this exchange offer, the original notes will continue
to be subject to their existing transfer restrictions and we will have no
further obligations to provide for the registration of the original notes under
the Securities Act of 1933, as amended. We cannot guarantee that an active
trading market will develop or give assurances as to the liquidity of the
trading market for either the original notes or the exchange notes.
This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes
received for original notes that were acquired by such broker-dealer for its own
account as a result of market-making activities or other trading activities. We
have agreed that, starting on the expiration date of the exchange offer and
ending on the close of business on the 240th day after the expiration date of
the exchange offer, we will make copies of this prospectus available to any
broker-dealer for use in connection with any such resale, provided a
broker-dealer has notified us either in the letter of transmittal or otherwise
within 30 days after consummation of the exchange offer that it holds exchange
notes as a result of market-making or other trading activities.
INVESTING IN THE EXCHANGE NOTES INVOLVES CERTAIN RISKS. PLEASE READ "RISK
FACTORS" BEGINNING ON PAGE 11 OF THIS PROSPECTUS.
This prospectus and the letter of transmittal are first being mailed to all
holders of the original notes on August 20, 2001.
-------------------------

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE EXCHANGE NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is August 15, 2001.
<PAGE> 3
FORWARD-LOOKING INFORMATION
This document and other documents which we incorporate herein by reference
contain forward-looking statements with respect to:
- our relationship with AT&T Corp., our former parent,
- financial condition,
- results of operations,
- cash flows,
- financing plans,
- business strategies,
- operating efficiencies or synergies,
- budgets,
- capital and other expenditures,
- network build out and upgrade,
- competitive positions,
- availability of capital,
- growth opportunities for existing products,
- our acquisition and growth strategy,
- benefits from new technologies,
- availability and deployment of new technologies,
- plans and objectives of management, and
- other matters.
Statements in this document, or that are incorporated by reference into this
document, that are not historical facts are hereby identified as
"forward-looking statements." These forward-looking statements, including,
without limitation, those relating to the future business prospects, revenues,
working capital, liquidity, capital needs, network build out, interest costs and
income, in each case, relating to us, wherever they occur in this document or in
any document incorporated herein by reference, are necessarily estimates
reflecting the best judgment of senior management and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. These forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth in this document. Important factors that
could cause actual results to differ materially from estimates or projections
contained in the forward-looking statements include, without limitation:
- the risks associated with the implementation of a third-generation
network and business strategy, including risks relating to the operations
of new systems and technologies, substantial required expenditures and
potential unanticipated costs, the need to enter into roaming agreements
with third parties, uncertainties regarding the adequacy of suppliers on
whom we must rely to provide both network and consumer equipment and
consumer acceptance of the products and services to be offered;
- the potential impact of NTT DoCoMo's investment in us, including
provisions of the agreements that restrict our future operations, and
provisions that may require the repurchase of DoCoMo's investment if we
fail to meet specified conditions;
1
<PAGE> 4
- the risks associated with our operating as an independent entity as
opposed to as part of an integrated telecommunications provider with
AT&T, our former parent, including the inability to rely on the financial
and operational resources of the combined company and having to provide
services that were previously provided by a different part of the
combined company;
- the impact of existing and new competitors in the markets in which we
compete, including competitors that may offer less expensive products and
services, desirable or innovative products, technological substitutes, or
have extensive resources or better financing;
- the introduction or popularity of new products and services, including
prepaid phone products, which could increase churn;
- the impact of oversupply of capacity resulting from excessive deployment
of network capacity in the markets we serve;
- the ongoing global and domestic trend towards consolidation in the
telecommunications industry, which trend may have the effect of making
our competitors larger and better financed and afford these competitors
with extensive resources and greater geographic reach, allowing them to
compete more effectively;
- the effects of vigorous competition in the markets in which we operate
and for more valuable customers, which may decrease prices charged,

increase churn and change the customer mix, profitability and average
revenue per user;
- the ability to enter into agreements to provide, and the cost of entering
new markets necessary to provide, nationwide services;
- the ability to establish a significant market presence in new geographic
and service markets;
- the availability and cost of capital and the consequences of increased
leverage;
- the impact of any unusual items resulting from ongoing evaluations of our
business strategies;
- the requirements imposed on us or latitude allowed to competitors by the
FCC or state regulatory commissions under the Telecommunications Act of
1996 or other applicable laws and regulations;
- the risks and costs associated with the need to acquire additional
spectrum for current and future services;
- the risks associated with technological requirements, technology
substitution and changes and other technological developments;
- the results of litigation filed or to be filed against us, or of some
types of litigation filed or to be filed against AT&T for which we have
agreed to assume the liability under the split-off agreements between us
and AT&T;
- the possibility of one or more of the markets in which we compete being
impacted by changes in political, economic or other factors, such as
monetary policy, legal and regulatory changes or other external factors
over which we have no control; and
- those factors listed under "Risk Factors."
THE WORDS "ESTIMATE," "PROJECT," "INTEND," "EXPECT," "BELIEVE," "PLAN" AND
SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS ARE FOUND AT VARIOUS PLACES THROUGHOUT THIS DOCUMENT
AND IN DOCUMENTS INCORPORATED BY REFERENCE HEREIN. YOU ARE CAUTIONED NOT TO
PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THE DATE OF THIS DOCUMENT OR, AS APPLICABLE, AS OF THE DATE OF ANY SUCH DOCUMENT
INCORPORATED BY REFERENCE HEREIN. MOREOVER, IN THE FUTURE, WE MAY MAKE FORWARD
LOOKING STATEMENTS ABOUT THE MATTERS DESCRIBED IN THIS DOCUMENT OR ABOUT OTHER
MATTERS CONCERNING US.
2
<PAGE> 5
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, prospectuses and other
information with the SEC. In addition, AT&T files annual, quarterly and special
reports, prospectuses and other information with the SEC. For so long as AT&T
Wireless Group tracking stock was outstanding, AT&T included in its SEC filings
consolidated financial statements of AT&T and combined financial statements of
AT&T Wireless Group. You may read and copy any reports, statements or other
information that AT&T or we file at the SEC's public reference rooms at 450
Fifth Street NW, Washington, D.C. 20549, 7 World Trade Center, Suite 1300, New
York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. These SEC filings are also available
to the public from commercial document retrieval services and at the Internet
world wide web site maintained by the SEC at www.sec.gov.
On August 8, 2001, we filed with the SEC a registration statement on Form
S-4 under the Securities Act of 1933, as amended. This prospectus does not
contain all of the information in the registration statement. We have omitted
parts of the registration statement, as permitted by the rules and regulations
of the SEC. You may inspect and copy the registration statement, including
exhibits, at the SEC's public reference facilities or its Web site. Our
statements in this prospectus about the contents of any contract or other
document are not necessarily complete. You should refer to the copy of each
contract or other document we have filed as an exhibit to the registration
statement for complete information.
The SEC allows us to "incorporate by reference" into this prospectus the
information that we file with the SEC. This means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered a part of this prospectus, and later
information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any
future filings that we make with the SEC under Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until this offering is completed:
- Prospectus filed pursuant to Rule 424(b)(1) on July 9, 2001 (Commission
File Number 333-60472).
- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001,
filed on August 14, 2001.
You can obtain any of the documents incorporated by reference through us,
the SEC or the SEC's Internet world wide web site as described above. Documents
incorporated by reference are available from us without charge, excluding
exhibits thereto unless we have specifically incorporated by reference such
exhibits in this prospectus. Any person, including any beneficial owner, to whom
this prospectus is delivered may obtain documents incorporated by reference in,
but not delivered with, this prospectus by requesting them in writing or by
telephone at the following address:
AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
Redmond, Washington 98052

(425) 580-6000
Attn: Corporate Secretary
3
<PAGE> 6
TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THESE DOCUMENTS NO LATER THAN FIVE
BUSINESS DAYS BEFORE YOU MAKE YOUR INVESTMENT DECISION.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with information different from that contained in
this prospectus. We are offering to exchange original notes for exchange notes
only in jurisdictions where such offer is permitted. You should not assume that
the information in the incorporated documents, this prospectus or any prospectus
supplement is accurate as of any other date other than the date on the front of
these documents.
-------------------------
4
<PAGE> 7
PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to
you. You should read the entire prospectus, including the additional documents
to which we refer you, before making an investment decision. See "Where You Can
Find More Information." In this prospectus "we," "our," "us," and "AT&T Wireless
Services" refer to AT&T Wireless Services, Inc. and its consolidated
subsidiaries. "AT&T" refers to AT&T Corp, our former parent.
AT&T WIRELESS SERVICES
We are one of the largest wireless communications service providers in the
United States. We seek to expand our customer base and revenue stream by
providing high-quality, innovative wireless services. As of June 30, 2001, we
had 16.4 million consolidated subscribers. For the year ended December 31, 2000
we had:
- $10.4 billion of consolidated revenues, and
- $658 million of consolidated net income.
We operate one of the largest U.S. digital wireless networks. As of June
30, 2001, we and our affiliates and partners held 850 megahertz and 1900
megahertz licenses to provide wireless services covering 98% of the U.S.
population. As of that date, we, our affiliates and our partners covered
approximately 83% of the U.S. population with at least 30 megahertz of wireless
spectrum. At the same date, our networks and those of our affiliates and
partners operated in markets including over 77% of the U.S. population and in
all 50 of the largest U.S. metropolitan areas. We supplement our operations with
roaming agreements that allow our subscribers to use other providers' wireless
services in regions where we do not have operations. With these roaming
agreements, we are able to offer customers wireless services covering over 95%
of the U.S. population. We plan to continue to increase our coverage and the
quality of our services by expanding our coverage area and the capacity of our
network through new network construction, acquisitions, and partnerships with
other wireless providers.
Our principal executive offices are located at 16331 NE 72 Way, Building 1,
Redmond, Washington 98052. The telephone number is (425) 580-6000.
OUR RELATIONSHIP WITH AT&T CORP.
On July 9, 2001, we split off from AT&T Corp. as an independent public
company. Prior to the split-off, our business was run as a division of AT&T
referred to as AT&T Wireless Group, the economic value of which was intended to
be reflected by AT&T Wireless Group tracking stock, which was a class of common
stock of AT&T that was listed on the New York Stock Exchange under the symbol
"AWE." AT&T Wireless Group was an integrated set of businesses, assets and
liabilities consisting of AT&T's wireless operations. We continue to have
contractual and commercial relationships with AT&T following the split-off.
Immediately after the split-off, AT&T held approximately 91 million shares or
3.6% of our stock which it intends to sell, exchange or monetize within six
months of the split-off.
5
<PAGE> 8
SUMMARY OF THE EXCHANGE OFFER
In March 2001, we completed a private offering of the original notes. We
received aggregate net proceeds, before expenses, of $6,448,090,000 from the
sale of the original notes.
In connection with the offering of original notes, we entered into a
registration rights agreement with the initial purchasers of the original notes
in which we agreed to use our reasonable best efforts to deliver to you this
prospectus and to commence the exchange offer for the original notes within 270
days of their issuance. In the exchange offer, you are entitled to exchange your
original notes for exchange notes, with substantially identical terms as the
original notes. The exchange notes will be accepted for clearance through The
Depository Trust Company ("DTC"), Clearstream, Luxembourg and the Euroclear
System with a new CUSIP and ISIN number and common code. You should read the
discussion under the heading "Description of the Notes" beginning on page 35 for
further information about the exchange notes. After the exchange offer is
completed, you will no longer be entitled to any exchange or, with limited
exceptions, registration rights for your original notes.
The Exchange Offer............ We are offering to exchange up to $6.5 billion
principal amount of the exchange notes for up
to $6.5 billion principal amount of the
original notes. Original notes may only be
exchanged in $1,000 increments.

The terms of the exchange notes are identical
in all material respects to those of the
original notes except the exchange notes will
not be subject to transfer restrictions and
holders of exchange notes, with limited
exceptions, will have no registration rights.
Also, the exchange notes will not include
provisions contained in the original notes that
required an increase in their stated interest
rate in the event we failed to satisfy our
registration obligations with respect to the
original notes.
Original notes that are not tendered for
exchange will continue to be subject to
transfer restrictions and, with limited
exceptions, will not have registration rights.
Therefore, the market for secondary resales of
original notes that are not tendered for
exchange is likely to be minimal.
We will issue registered exchange notes on or
promptly after the expiration of this exchange
offer.
Expiration Date............... The exchange offer will expire at 5:00 p.m. New
York City time, on September 19, 2001, unless
we decide to extend the expiration date. Please
read "The Exchange Offer -- Extensions, Delay
in Acceptance, Termination or Amendment" on
page 27 for more information about an extension
of the expiration date.
Withdrawal of Tenders......... You may withdraw your tender of original notes
at any time prior to the expiration date. We
will return to you, without charge, promptly
after the expiration or termination of the
exchange offer any original notes that you
tendered but that were not accepted for
exchange.
Conditions to the Exchange
Offer......................... We will not be required to accept original
notes for exchange:
- if the exchange offer would be unlawful or
would violate any interpretation of the staff
of the SEC, or
- if any legal action has been instituted or
threatened that would impair our ability to
proceed with the exchange offer.
6
<PAGE> 9
The exchange offer is not conditioned upon any
minimum aggregate principal amount of original
notes being tendered. Please read "The Exchange
Offer -- Conditions to the Exchange Offer" on
page 28 for more information about the
conditions to the exchange offer.
Procedures for Tendering
Original Notes................ If your original notes are held through The
Depositary Trust Company, or "DTC," and you
wish to participate in the exchange offer, you
may do so through DTC's automated tender offer
program. If you tender under this program, you
will agree to be bound by the letter of
transmittal that we are providing with this
prospectus as though you had signed the letter
of transmittal. By signing or agreeing to be
bound by the letter of transmittal, you will
represent to us that, among other things:
- any exchange notes that you receive will be
acquired in the ordinary course of your
business,
- you have no arrangement or understanding with
any person to participate in the distribution
of the original notes or the exchange notes,
- you are not our "affiliate," as defined in
Rule 405 of the Securities Act, or, if you
are our affiliate, you will comply with any
applicable registration and prospectus
delivery requirements of the Securities Act,
- if you are not a broker-dealer, you are not
engaged in and do not intend to engage in the
distribution of the exchange notes, and
- if you are a broker-dealer that will receive
exchange notes for your own account in
exchange for original notes that you acquired
as a result of market-making activities or
other trading activities, you will deliver a
prospectus in connection with any resale of
such exchange notes.
Special Procedures for
Beneficial Owner.............. If you own a beneficial interest in original

notes that are registered in the name of a
broker, dealer, commercial bank, trust company
or other nominee and you wish to tender the
original notes in the exchange offer, please
contact the registered holder as soon as
possible and instruct the registered holder to
tender on your behalf and to comply with our
instructions described in this prospectus.
Guaranteed Delivery
Procedures.................... You must tender your original notes according
to the guaranteed delivery procedures described
in "The Exchange Offer -- Guaranteed Delivery
Procedures" on page 31 if any of the following
apply:
- you wish to tender your original notes but
they are not immediately available,
- you cannot deliver your original notes, the
letter of transmittal or any other required
documents to the exchange agent prior to the
expiration date, or
7
<PAGE> 10
- you cannot comply with the applicable
procedures under DTC's automated tender offer
program prior to the expiration date.
Resales....................... Except as indicated herein, we believe that the
exchange notes may be offered for resale,
resold and otherwise transferred without
compliance with the registration and prospectus
delivery provisions of the Securities Act,
provided that:
- you are acquiring the exchange notes in the
ordinary course of your business;
- you are not participating, do not intend to
participate, and have no arrangement or
understanding with any person to participate,
in the distribution of the exchange notes;
and
- you are not an affiliate of AT&T Wireless
Services.
Our belief is based on existing interpretations
of the Securities Act by the SEC staff set
forth in several no-action letters to third
parties. We do not intend to seek our own
no-action letter, and there is no assurance
that the SEC staff would make a similar
determination with respect to the exchange
notes. If this interpretation is inapplicable,
and you transfer any exchange note without
delivering a prospectus meeting the
requirements of the Securities Act or without
an exemption from such requirements, you may
incur liability under the Securities Act. We do
not assume or indemnify holders against such
liability.
Each broker-dealer that is issued exchange
notes for its own account in exchange for
original notes that were acquired by such
broker-dealer as a result of market-making or
other trading activities must acknowledge that
it will deliver a prospectus meeting the
requirements of the Securities Act in
connection with any resale of the exchange
notes. To the extent described in "Plan of
Distribution" beginning on page 49 a
broker-dealer may use this prospectus for an
offer to resell, resale or other retransfer of
the exchange notes.
United States Federal Income
Tax Considerations............ The exchange of original notes for exchange
notes will not be a taxable exchange for United
States federal income tax purposes. Please read
"Federal Income Tax Considerations" on page 47.
Use of Proceeds............... We will not receive any proceeds from the
issuance of the exchange notes pursuant to this
exchange offer. Except as described in "The
Exchange Offer -- Transfer Taxes," we will pay
certain expenses incident to this exchange
offer.
Registration Rights........... If we fail to complete the exchange offer as
required by the registration rights agreement,
we may be obligated to pay additional interest
to holders of original notes. Please read
"Description of Notes -- Registration Rights"
beginning on page 36 for more information
regarding your rights as a holder of original
notes.

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<PAGE> 11
THE EXCHANGE AGENT
We have appointed The Bank of New York as exchange agent for the exchange
offer. Please direct questions and requests for assistance, requests for
additional copies of this prospectus or of the letter of transmittal and
requests for the notice of guaranteed delivery to the exchange agent. If you are
not tendering under DTC's automated tender offer program, you should send the
letter of transmittal and any other required documents to the exchange agent as
follows:
THE BANK OF NEW YORK
<Table>
<S> <C> <C>
By Hand or Overnight Delivery: Facsimile Transmissions: By Registered or Certified
(Eligible Institutions Only) Mail:
The Bank of New York (212) 815-6339
101 Barclay Street The Bank of New York
Corporate Trust Services Window To Confirm by Telephone Reorganization Department
Ground Level or for Information Call: 101 Barclay Street, 7E
New York, New York 10286 (212) 815-3687 New York, New York 10286
Attention: Mr. Duong Nguyen Attention: Mr. Duong Nguyen
Reorganization Section
</Table>
THE EXCHANGE NOTES
The form and terms of the exchange notes to be issued in this exchange
offer are the same as the form and terms of the original notes, except that the
exchange notes will be registered under the Securities Act and, therefore, will
not bear legends restricting their transfer, will not contain terms providing
for increased interest if we fail to perform our registration obligations with
respect to the original notes, and, with limited exceptions, will not be
entitled to registration under the Securities Act. The exchange notes will
evidence the same debt as the original notes and both the original notes and the
exchange notes are governed by the same Indenture.
Securities Offered......... $6,500,000,000 in aggregate principal amount of
exchange notes, comprised of $1,000,000,000 in
principal amount of 2006 notes, $3,000,000,000 in
principal amount of 2011 notes and $2,500,000,000
in principal amount of 2031 notes.
Maturity................... The 2006 notes will mature on March 1, 2006, the
2011 notes will mature on March 1, 2011, and the
2031 notes will mature on March 1, 2031.
Interest................... 7.350% per annum for the 2006 notes, 7.875% per
annum for the 2011 notes, and 8.750% per annum for
the 2031 notes, in each case, paid every six months
on September 1 and March 1, with the first payment
on September 1, 2001 to holders of record on August
15 or February 15 immediately preceding the
interest payment date.
Optional Redemption........ We may redeem some or all of the notes at any time
at the redemption prices set forth in "Description
of Notes -- Optional Redemption."
Ranking.................... The notes are unsecured and rank equally in right
of payment with all of our other existing and
future unsubordinated, unsecured debt. The notes
will effectively rank junior to all liabilities of
our subsidiaries and future secured indebtedness.
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Certain Covenants.......... The indenture governing the notes contains
covenants limiting our ability and our
subsidiaries' ability to:
- create secured indebtedness;
- engage in sale and leaseback transactions; and
- consolidate or merge with, or sell substantially
all our assets to, another person.
You should read "Description of Notes -- Certain
Covenants" and "-- Consolidation, Merger or Sale"
for a description of these covenants.
Absence of Public Market... There is no existing market for the exchange notes
or the original notes. We cannot provide any
assurance about the liquidity of any markets that
may develop for the exchange notes or the original
notes, your ability to sell the exchange notes or
the original notes or the prices at which you will
be able to sell the exchange notes or the original
notes.
Future trading prices of the exchange notes and, if
any remain outstanding after consummation of the
exchange offer, the original notes will depend on
many factors, including prevailing interest rates,
our operating results, the ratings of the exchange
notes and the market for similar securities.
We intend to apply for listing of the exchange

notes on the Luxembourg Stock Exchange, or another
exchange that is acceptable to the initial
purchasers. There is no guarantee that we will be
listed on the Luxembourg Stock Exchange. We do not
intend to apply for listing of the exchange notes
on any other securities exchange or for quotation
of the exchange notes in any automated dealer
quotation system.
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<PAGE> 13
RISK FACTORS
You should carefully consider each of the following risks and uncertainties
associated with our company and the exchange offer, as well as all of the other
information set forth in this document or incorporated by reference into this
document.
RISKS RELATING TO THE EXCHANGE OFFER
BECAUSE THERE IS NO PUBLIC MARKET FOR THE EXCHANGE NOTES, YOU MAY NOT BE ABLE TO
SELL YOUR EXCHANGE NOTES
The exchange notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to:
- the liquidity of any trading market that may develop;
- the ability of holders to sell their exchange notes; or
- the price at which the holders would be able to sell their exchange
notes.
If a trading market were to develop, the exchange notes might trade at
higher or lower prices than their principal amount or purchase price, depending
on many factors, including prevailing interest rates, the market for similar
securities and our financial performance.
Any market-making activity in the exchange notes will be subject to the
limits imposed by the Securities Act and the Securities Exchange Act. There can
be no assurance that an active trading market will exist for the exchange notes
or that any trading market that does develop will be liquid.
In addition, any original note holder who tenders in the exchange offer for
the purpose of participating in a distribution of the exchange notes may be
deemed to have received restricted securities, and if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.
YOUR ORIGINAL NOTES WILL NOT BE ACCEPTED FOR EXCHANGE IF YOU FAIL TO FOLLOW THE
EXCHANGE OFFER PROCEDURES
We will issue exchange notes pursuant to this exchange offer only after a
timely receipt of your original notes, a properly completed and duly executed
letter of transmittal and all other required documents. Therefore, if you want
to tender your original notes, please allow sufficient time to ensure timely
delivery. If we do not receive your original notes, letter of transmittal and
other required documents by the expiration date of the exchange offer, we will
not accept your original notes for exchange. We are under no duty to give
notification of defects or irregularities with respect to the tenders of
original notes for exchange. If there are defects or irregularities with respect
to your tender of original notes, we will not accept your original notes for
exchange.
IF YOU DO NOT EXCHANGE YOUR ORIGINAL NOTES, YOUR ORIGINAL NOTES WILL CONTINUE TO
BE SUBJECT TO THE EXISTING TRANSFER RESTRICTIONS AND YOU MAY BE UNABLE TO SELL
YOUR OUTSTANDING ORIGINAL NOTES
We did not register the original notes, nor do we intend to do so following
the exchange offer. Original notes that are not tendered will therefore continue
to be subject to the existing transfer restrictions and may be transferred only
in limited circumstances under applicable securities laws. If you do not
exchange your original notes, you will lose your right to have your original
notes registered under the federal securities laws. As a result, if you hold
original notes after the exchange offer, you may be unable to sell your original
notes.
RISK FACTORS RELATING TO THE SPLIT-OFF
WE WILL NEED TO OBTAIN FINANCING ON A STAND-ALONE BASIS
Since 1994, all of our financing has been done by AT&T at the parent level.
AT&T was able to use its overall balance sheet to finance our operations. Now,
we will have to raise financing on a stand-alone
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basis without reference to AT&T's overall balance sheet and we may not be able
to secure adequate debt or equity financing on desirable terms. If concerns
generally affecting the wireless industry arise, we will have lost the benefit
of AT&T's current diverse business profile to support our debt. The cost to us
of stand-alone financing may be materially higher than the cost of financing
that we incurred as part of AT&T.
Our credit ratings are currently and may continue to be different than the
historical ratings of AT&T. Differences in credit ratings affect the interest
rate charged on financings, as well as the amounts of indebtedness, types of
financing structures and debt markets that may be available to us. We may not be
able to raise the capital we require on desirable terms.
WE MAY BE UNABLE TO MAKE THE CHANGES NECESSARY TO OPERATE AS AN INDEPENDENT
ENTITY AND MAY INCUR GREATER COSTS
Prior to the split-off, we had been part of an integrated

telecommunications provider since our acquisition by AT&T in 1994. Now, however,
AT&T has no obligation to provide financial, operational or organizational
assistance to us other than limited services. We may not be able to implement
successfully the changes necessary to operate independently. We may also incur
additional costs relating to operating independently that would cause our cash
flow and results of operations to decline materially. In addition, although we
may be able to participate in some of AT&T's supplier arrangements where those
arrangements permit or the vendors agree, our supplier arrangements may not be
as favorable as has historically been the case.
Agreements that we entered into in connection with the split-off provide
that our business will be conducted differently and that our relationship with
AT&T will be different from what it has historically been. These differences may
have a detrimental effect on our results of operations or financial condition.
THE HISTORICAL FINANCIAL INFORMATION OF AT&T WIRELESS GROUP MAY NOT BE
REPRESENTATIVE OF OUR RESULTS AS AN INDEPENDENT ENTITY, AND, THEREFORE, MAY NOT
BE RELIABLE AS AN INDICATOR OF OUR HISTORICAL OR FUTURE RESULTS
The historical financial information we have included in this document or
incorporated herein by reference may not reflect what our results of operations,
financial position and cash flows would have been had we been an independent
entity during the periods presented. This is because the financial information
reflects allocations for services provided to AT&T Wireless Group by AT&T, which
allocations may not reflect the costs we will incur for similar or incremental
services as an independent entity. In addition, the historical financial
information we have included in this document or incorporated herein by
reference does not reflect transactions that have occurred since June 30, 2001,
or that occurred in connection with the split-off. This historical financial
information also is not reliable as an indicator of future results.
WE WILL GENERALLY BE RESPONSIBLE FOR TAX LIABILITY IF THE SPLIT-OFF IS TAXABLE
Under the separation and distribution agreement between us and AT&T,
subject to limited exceptions, we are responsible for any tax liability and any
related liability that results from the split-off having failed to qualify as a
tax-free transaction. If the split-off failed to qualify as a tax-free
transaction, this liability would have a material adverse effect on us.
WE MAY NO LONGER RECEIVE TAX SHARING PAYMENTS FROM AT&T SINCE WE HAVE CEASED TO
BE A MEMBER OF THE AT&T CONSOLIDATED TAX RETURN GROUP, AND WE MAY INCUR OTHER
TAX LIABILITIES AS A RESULT OF THE SPLIT-OFF AND PRE-SPLIT-OFF TRANSACTIONS
As a result of the split-off, we ceased to be a member of the consolidated
federal income tax return group of which AT&T is the common parent.
Consequently, taxable income and losses, and our other tax attributes in
post-split-off taxable periods generally can no longer offset taxable income or
losses and other tax attributes of the AT&T consolidated tax return group. For
two taxable years after the split-off, under federal income tax rules, we
generally will be able to carry back any such tax losses, subject to
limitations, against taxable income, if any, of members of AT&T Wireless Group
for pre-split-off periods. Under our
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tax sharing agreement with AT&T, however, we generally may only carry back net
operating losses (and not other tax attributes) from post-split-off taxable
periods to pre-split-off taxable periods, only if those losses are significant
and only with the consent of AT&T, which consent AT&T has agreed not to withhold
unreasonably. To the extent we are expected to have tax losses in post-split-off
taxable periods, we generally will no longer receive current tax sharing
payments with respect to those losses. Instead, except where those losses can be
carried back, we will benefit from those losses only if and when we generated
sufficient taxable income in future years to utilize those tax losses on a
stand-alone basis. In addition, there may be tax costs associated with the
split-off that result from our ceasing to be a member of the AT&T consolidated
tax return group, as well as from pre-split-off transactions. If incurred, these
costs could be material to our results.
VARIOUS FACTORS MAY INTERFERE WITH OUR ABILITY TO ENGAGE IN DESIRABLE STRATEGIC
TRANSACTIONS AND EQUITY ISSUANCES
We may be prevented from engaging in some desirable strategic transactions.
The Internal Revenue Code restricts the ability of a company which has undergone
a tax-free split-off from certain issuances of shares generally within a
two-year period after the split-off. In addition, the separation and
distribution agreement prohibits us, for a period of 30 months following the
split-off, from entering into certain transactions that could render the
split-off taxable. This may discourage, delay or prevent a merger, change of
control, or other strategic or capital raising transactions involving our
issuance of equity. Provisions of our charter and bylaws, our rights plan,
applicable law and our agreements with NTT DoCoMo Inc. may also have the effect
of discouraging, delaying or preventing change of control transactions that our
stockholders find desirable.
WE MAY LOSE RIGHTS UNDER AGREEMENTS WITH AT&T IF A CHANGE OF CONTROL OCCURS
Some of the agreements that we entered into with AT&T in connection with
the split-off, including a brand license agreement, master carrier agreement and
other commercial agreements, contain provisions that give one party rights in
the event of a change of control of the other party. These provisions may deter
a change of control. In the event of a change of control, the exercise of these
rights could have a material adverse effect on us.
AT&T'S RESTRUCTURING MAY ADVERSELY IMPACT OUR COMPETITIVE POSITION
In connection with AT&T's restructuring, there is a risk that we and AT&T's
other separated business units may not be able to create effective intercompany
agreements to facilitate effective cost sharing or to maintain or enter into
arrangements for combining their respective services in customer offerings or
other forms of bundling arrangements. Competition between us and the other AT&T
units in overlapping markets, including the consumer markets where cable
telephone, fixed wireless and digital subscriber line solutions may all be
available at the same time, although generally not all under the AT&T brand,
could result in more downward price pressure. We expect that the different
businesses and companies will share the AT&T brand after the restructuring,