AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 2001
REG. NO. 333-59174
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
AT&T WIRELESS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4812 91-1379052
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION
ORGANIZATION) CODE NUMBER)
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)
-----------------
MARILYN J. WASSER COPIES TO: STEVEN A. ROSENBLUM
VICE PRESIDENT - LAW AND SECRETARY WACHTELL, LIPTON, ROSEN & KATZ
AT&T CORP. 51 WEST 52ND STREET
295 NORTH MAPLE AVENUE NEW YORK, NEW YORK 10019
BASKING RIDGE, NEW JERSEY 07920 ----------------- (212) 403-1000
(908) 221-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: N/A
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.| |
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b)under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. | |
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X| 333-59174
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. | |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-1 Registration Statement
No. 333-59174 is filed solely to file Exhibit 99.13 as an additional exhibit to
the Registration Statement and to file a corrected version of Exhibit 3.4 of the
Registration Statement. In accordance with Section 462(d) of the Securities Act
of 1933, as amended, this Post-Effective Amendment shall become effective
immediately upon filing with the Securities and Exchange Commission (the
"Commission").
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT DESCRIPTION
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3.1 Restated Certificate of Incorporation of the Registrant prior to
the split-off (filed as Exhibit 3.1 to Registration Statement on
Form S-1/A (Commission file No. 333-59174), filed June 11, 2001,
and incorporated herein by reference).
3.2 Form of Certificate of Incorporation of the Registrant, to be in
effect upon completion of the split-off (filed as Exhibit 3.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
3.3 Restated By-Laws of the Registrant prior to the split-off (filed
as Exhibit 3.3 to Registration Statement on Form S-1/A
(Commission file No. 333-60472), filed July 6, 2001, and
incorporated herein by reference).
3.4 Amended and Restated By-Laws of the Registrant as in effect upon
completion of the split-off.
4.1 Specimen certificate for shares of common stock, par value $0.01
per share, of the Registrant (filed as Exhibit 4.1 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
4.2 Specimen certificate for warrants of the Registrant (filed within
Exhibit 10.10 to Registration Statement on Form S-1/A (Commission
file No. 333-59174), filed June 11, 2001, and incorporated herein
by reference).
4.3 Specimen certificate for 7.350% Senior Notes due March 1, 2006,
7.875% Senior Notes due March 1, 2011 and 8.750% Senior Notes due
March 1, 2031 (filed as Exhibit A within Exhibit 4.5 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
4.4 Form of Preferred Stock Purchase Rights Agreement between AT&T
Wireless Services, Inc. and Equiserve Trust Company, N.A., as
rights agent (filed as Exhibit 4.4 to Registration Statement on
Form S-1/A(Commission file No. 333-59174), filed June 20, 2001,
and incorporated herein by reference).
4.5 Indenture, dated as of March 6, 2001, between AT&T Wireless
Services, Inc. and The Bank of New York, as trustee (filed as
Exhibit 4.5 to Registration Statement on Form
EXHIBIT DESCRIPTION
------- -----------
S-1/A (Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference).
5.1 Opinion as to the legality of the securities being registered
(filed as Exhibit 5.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.1 Separation and Distribution Agreement by and between AT&T Corp.
and AT&T Wireless Services, Inc., dated as of June 4, 2001 (filed
as Exhibit 10.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.2 Amended and Restated Tax Sharing Agreement by and between AT&T
Corp. and AT&T Wireless Services,Inc., dated as of June 4, 2001
(filed as Exhibit 10.2 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.3 Employee Benefits Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 7, 2001 (filed as
Exhibit 10.3 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 21, 2001, and incorporated herein
by reference).
10.4 Brand License Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001 (filed as
Exhibit 10.4 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 11, 2001, and incorporated herein
by reference).
10.5 Agency and Referral Agreement by and among AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 5, 2001 (filed as
Exhibit 10.5 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 11, 2001, and incorporated herein
by reference).
10.6 Intellectual Property Agreement by and between AT&T Corp. and
AT&T Wireless Services, Inc., effective as of July 9, 2001
(filed as Exhibit 10.6 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference).
10.7 AT&T Master Carrier Agreement by and between AT&T Corp. and
AT&T Wireless Services, Inc. (filed as Exhibit 10.7 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
10.8 Registration Rights Agreement, by and among AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001 (filed as
Exhibit 10.8 to Registration Statement on Form S-1/A (Commission
file No. 333-59174), filed June 21, 2001, and incorporated herein
by reference).
10.9 Investor Agreement by and among AT&T Corp., AT&T Wireless
Services, Inc. and NTT DoCoMo, Inc., dated December 20, 2000
(filed as Exhibit 10.2 to the Current Report on Form 8-K
for AT&T Corp. filed December 22, 2000 and incorporated herein
by reference).
10.10 Warrant Agreement by and among AT&T Wireless Services, Inc., NTT
DoCoMo, Inc.
II-2
and AT&T Corp. dated December 20, 2000 (filed as
Exhibit 10.3 to the Current Report on Form 8-K for AT&T Corp.
filed December 22, 2000 and incorporated herein by reference).
10.11 Registration Rights Agreement between AT&T Wireless Services,
Inc., AT&T Corp. and the Initial Purchasers, dated March 1, 2001
(filed as Exhibit 10.11 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference).
10.12 Amended and Restated Limited Liability Company Agreement of
Alaska Native Wireless, L.L.C. among AT&T Wireless PCS Interests,
LLC, AT&T Wireless Services, Inc., Council Tree Alaska Native
Wireless L.L.C. and certain other parties, dated as of February 8
,2001 (filed as Exhibit 10.12 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
10.13 AT&T Wireless Services, Inc. 2001 Long Term Incentive Plan
(filed as Exhibit 99.1 to Registration Statement on Form S-8
(Commission file No. 333-64484), filed July 3, 2001, and
incorporated herein by reference).
10.14 AT&T Wireless Services, Inc. Employee Stock Purchase Plan
(filed as Exhibit 99.2 to Registration Statement on Form S-8
(Commission file No. 333-64484), filed July 3, 2001, and
incorporated herein by reference).
10.15 AT&T Wireless Services, Inc. Adjustment Plan (filed as Exhibit
99.3 to Registration Statement on Form S-8 (Commission file No.
333-64484), filed July 3, 2001, and incorporated herein by
reference).
10.16 Employment Agreement between AT&T Wireless Services, Inc. and
Mohan Gyani, dated June 20, 2001 (filed as Exhibit 10.16 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
10.17 Special Retention Agreement between AT&T Wireless Services, Inc.
and Michael G. Keith, dated January 3, 2000 (filed as Exhibit
10.17 to Registration Statement on Form S-1/A (Commission file No
333-59174), filed June 11, 2001, and incorporated herein by
reference).
10.18 Special Retention Agreement between AT&T Wireless Services and
Robert H. Johnson, dated June 29, 2000 (filed as Exhibit 10.18 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
10.19 Form of Commercial Paper Dealer Agreements, each dated as of June
13, 2001, between AT&T Wireless Services, Inc. and each of five
dealers (filed as Exhibit 10.19 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
10.20 Master Commercial Paper Note of the Registrant, dated June 13,
2001 (filed as Exhibit 10.20 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
21.1 Subsidiaries of the Registrant (filed as Exhibit 21.1 to
Registration Statement on Form
II-3
EXHIBIT DESCRIPTION
------- -----------
S-1/A (Commission file No.
333-60472), filed July 5, 2001, and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
23.2 Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
23.3 Consent of counsel (filed within Exhibit 5.1 to Registration
Statement on Form S-1/A (Commission file No. 333-59174), filed
June 21, 2001, and incorporated herein by reference).
24.1 Powers of attorney executed by the officers and directors of the
Registrant who signed this Registration Statement (included on
page II-4 of the Registration Statement on Form S-1 filed April
18, 2001).
99.1 Letter of Transmittal and Instructions to Letter of Transmittal
(filed as Exhibit 99.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
99.2 Exchange Notice and Cover Letter sent to holders of AT&T Wireless
Group tracking stock, June 9, 2001 (filed as Exhibit 99.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
99.3 Broker Letter to holders of AT&T Wireless Group tracking stock
(filed as Exhibit 99.3 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
99.4 Tax form to be provided to stockholders (filed as Exhibit 99.4 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
99.5 Form of Information Letters to be provided to stockholders
depending on form in which AT&T common stock or AT&T Wireless
Group tracking stock is held (filed as Exhibit 99.5 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
99.6 Consent of Walter Y. Elisha to be named as a director nominee
(filed as Exhibit 99.6 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.7 Consent of Donald V. Fites to be named as a director nominee
(filed as Exhibit 99.7 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.8 Consent of Ralph S. Larsen to be named as a director nominee
(filed as Exhibit 99.8 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.9 Consent of John W. Madigan to be named as a director nominee
(filed as Exhibit 99.9
II-4
EXHIBIT DESCRIPTION
------- -----------
to Registration Statement on Form S-1/A (Commission file
No. 333-59174), filed June 21, 2001, and incorporated herein by
reference).
99.10 Consent of Nobuharu Ono to be named as a director nominee (filed
as Exhibit 99.10 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.11 Consent of A. Barry Rand to be named as a director nominee
(filed as Exhibit 99.11 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.12 Consent of Carolyn M. Ticknor to be named as a director nominee
(filed as Exhibit 99.12 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.13 Internal Revenue Service Private Letter Ruling pertaining to the
split-off.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this post-effective Amendment No. 1 to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Redmond, State of Washington, on October 31, 2001.
AT&T WIRELESS SERVICES, INC.
By: /s/ John D. Zeglis
------------------------------------------------
Name: John D. Zeglis
Title: Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities indicated on October 31, 2001.*
SIGNATURE TITLE
--------- -----
/s/ John D. Zeglis Chairman of the Board and Chief Executive
--------------------------------- Officer and President (Principal
John D. Zeglis Executive Officer)
/s/ Joseph McCabe Jr. Senior Vice President and Chief Financial
--------------------------------- Officer (Principal Financial and
Joseph McCabe Jr. Accounting Officer)
/s/ Walter Y. Elisha Director
---------------------------------
Walter Y. Elisha
/s/ Donald V. Fites Director
---------------------------------
Donald V. Fites
/s/ Ralph S. Larsen Director
---------------------------------
Ralph S. Larsen
--------------------------------- Director
John W. Madigan
--------------------------------- Director
Nobuharu Ono
/s/ Wayne Perry Director
---------------------------------
Wayne Perry
/s/ A. Barry Rand Director
---------------------------------
A. Barry Rand
/s/ Carolyn M. Ticknor Director
---------------------------------
Carolyn M. Ticknor
* October 29, 2001, in the case of Carolyn M. Ticknor.
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------ -----------
3.1 Restated Certificate of Incorporation of the Registrant prior to
the split-off (filed as Exhibit 3.1 to Registration Statement on
Form S-1/A (Commission file No. 333-59174), filed June 11, 2001,
and incorporated herein by reference).
3.2 Form of Certificate of Incorporation of the Registrant, to be in
effect upon completion of the split-off (filed as Exhibit 3.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
3.3 Restated By-Laws of the Registrant prior to the split-off (filed
as Exhibit 3.3 to Registration Statement on Form S-1/A
(Commission file No. 333-60472), filed July 6, 2001, and
incorporated herein by reference).
3.4 Amended and Restated By-Laws of the Registrant as in effect upon
completion of the split-off.
4.1 Specimen certificate for shares of common stock, par value $0.01
per share, of the Registrant (filed as Exhibit 4.1 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
4.2 Specimen certificate for warrants of the Registrant (filed within
Exhibit 10.10 to Registration Statement on Form S-1/A (Commission
file No. 333-59174), filed June 11, 2001, and incorporated herein
by reference).
4.3 Specimen certificate for 7.350% Senior Notes due March 1, 2006,
7.875% Senior Notes due March 1, 2011 and 8.750% Senior Notes due
March 1, 2031 (filed as Exhibit A within Exhibit 4.5 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
4.4 Form of Preferred Stock Purchase Rights Agreement between AT&T
Wireless Services, Inc. and Equiserve Trust Company, N.A., as
rights agent (filed as Exhibit 4.4 to Registration Statement on
Form S-1/A (Commission file No. 333-59174), filed June 20, 2001,
and incorporated herein by reference).
4.5 Indenture, dated as of March 6, 2001, between AT&T Wireless
Services, Inc. and The Bank of New York, as trustee (filed as
Exhibit 4.5 to Registration Statement on Form S-1/A (Commission
file No. 333-59174), filed June 11, 2001, and incorporated herein
by reference).
5.1 Opinion as to the legality of the securities being registered
(filed as Exhibit 5.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.1 Separation and Distribution Agreement by and between AT&T Corp.
and AT&T Wireless Services, Inc., dated as of June 4, 2001
(filed as Exhibit 10.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.2 Amended and Restated Tax Sharing Agreement by and between AT&T
Corp. and AT&T Wireless Services, Inc., dated as of June 4, 2001
(filed as Exhibit 10.2 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
10.3 Employee Benefits Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 7, 2001 (filed as
Exhibit 10.3 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 21, 2001, and incorporated herein
by reference).
10.4 Brand License Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001
(filed as Exhibit 10.4 to Registration Statement on Form S-1/A
(Commission file No.333-59174), filed June 11, 2001, and
incorporated herein by reference).
10.5 Agency and Referral Agreement by and among AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 5, 2001 (filed as
Exhibit 10.5 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 11, 2001, and incorporated herein
by reference).
10.6 Intellectual Property Agreement by and between AT&T Corp. and
AT&T Wireless Services, Inc., effective as of July 9, 2001
(filed as Exhibit 10.6 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference).
10.7 AT&T Master Carrier Agreement by and between AT&T Corp. and AT&T
Wireless Services, Inc. (filed as Exhibit 10.7 to Registration
Statement on Form S-1/A (Commission file No. 333-59174), filed
June 11, 2001, and incorporated herein by reference).
10.8 Registration Rights Agreement, by and among AT&T Corp. and AT&T
Wireless Services, Inc., dated as of June 4, 2001 (filed as
Exhibit 10.8 to Registration Statement on Form S-1/A (Commission
file No.333-59174), filed June 21, 2001, and incorporated herein
by reference).
10.9 Investor Agreement by and among AT&T Corp., AT&T Wireless
Services, Inc. and NTT DoCoMo, Inc., dated December 20, 2000
(filed as Exhibit 10.2 to the Current Report on Form 8-K for AT&T
Corp. filed December 22, 2000 and incorporated herein by
reference).
10.10 Warrant Agreement by and among AT&T Wireless Services, Inc., NTT
DoCoMo, Inc. and AT&T Corp. dated December 20, 2000
(filed as Exhibit 10.3 to the Current Report on Form 8-K for AT&T
Corp. filed December 22, 2000 and incorporated herein by
reference).
10.11 Registration Rights Agreement between AT&T Wireless Services,
Inc., AT&T Corp. and the Initial Purchasers, dated March 1, 2001
(filed as Exhibit 10.11 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 11, 2001, and
incorporated herein by reference).
10.12 Amended and Restated Limited Liability Company Agreement of
Alaska Native Wireless, L.L.C. among AT&T Wireless PCS Interests,
LLC, AT&T Wireless Services, Inc., Council Tree Alaska Native
Wireless L.L.C.and certain other parties, dated as of February 8,
2001 (filed as Exhibit 10.12 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
10.13 AT&T Wireless Services, Inc. 2001 Long Term Incentive Plan (filed
as Exhibit 99.1 to Registration Statement on Form S-8 (Commission
file No. 333-64484), filed July 3, 2001, and incorporated herein
by reference).
10.14 AT&T Wireless Services, Inc. Employee Stock Purchase Plan
(filed as Exhibit 99.2 to Registration Statement on Form S-8
(Commission file No. 333-64484), filed July 3, 2001, and
incorporated herein by reference).
10.15 AT&T Wireless Services, Inc. Adjustment Plan (filed as Exhibit
99.3 to Registration Statement on Form S-8 (Commission file No.
333-64484), filed July 3, 2001, and incorporated herein by
reference).
10.16 Employment Agreement between AT&T Wireless Services, Inc. and
Mohan Gyani, dated June 20, 2001 (filed as Exhibit 10.16 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
10.17 Special Retention Agreement between AT&T Wireless Services, Inc.
and Michael G. Keith, dated January 3, 2000 (filed as Exhibit
10.17 to Registration Statement on Form S-1/A (Commission file No
333-59174), filed June 11, 2001, and incorporated herein by
reference).
10.18 Special Retention Agreement between AT&T Wireless Services and
Robert H. Johnson, dated June 29, 2000 (filed as Exhibit 10.18 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 11, 2001, and incorporated herein by
reference).
10.19 Form of Commercial Paper Dealer Agreements, each dated as of June
13, 2001, between AT&T Wireless Services, Inc. and each of five
dealers (filed as Exhibit 10.19 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
10.20 Master Commercial Paper Note of the Registrant, dated June 13,
2001 (filed as Exhibit 10.20 to Registration Statement on Form
S-1/A (Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
21.1 Subsidiaries of the Registrant (filed as Exhibit 21.1 to
Registration Statement on Form S-1/A (Commission file No.
333-60472), filed July 5, 2001, and incorporated herein by
reference).
23.1 Consent of PricewaterhouseCoopers LLP (filed as Exhibit 23.1 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
EXHIBIT DESCRIPTION
------- -----------
23.2 Consent of Arthur Andersen LLP (filed as Exhibit 23.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
23.3 Consent of counsel (filed within Exhibit 5.1 to Registration
Statement on Form S-1/A (Commission file No. 333-59174), filed
June 21, 2001, and incorporated herein by reference).
24.1 Powers of attorney executed by the officers and directors of the
Registrant who signed this Registration Statement (included on
page II-4 of the Registration Statement on Form S-1 filed April
18, 2001).
99.1 Letter of Transmittal and Instructions to Letter of Transmittal
(filed as Exhibit 99.1 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
99.2 Exchange Notice and Cover Letter sent to holders of AT&T Wireless
Group tracking stock, June 9, 2001 (filed as Exhibit 99.2 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
99.3 Broker Letter to holders of AT&T Wireless Group tracking stock
(filed as Exhibit 99.3 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 20, 2001, and
incorporated herein by reference).
99.4 Tax form to be provided to stockholders (filed as Exhibit 99.4 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 20, 2001, and incorporated herein by
reference).
99.5 Form of Information Letters to be provided to stockholders
depending on form in which AT&T common stock or AT&T Wireless
Group tracking stock is held (filed as Exhibit 99.5 to
Registration Statement on Form S-1/A (Commission file No.
333-59174), filed June 21, 2001, and incorporated herein by
reference).
99.6 Consent of Walter Y. Elisha to be named as a director nominee
(filed as Exhibit 99.6 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.7 Consent of Donald V. Fites to be named as a director nominee
(filed as Exhibit 99.7 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.8 Consent of Ralph S. Larsen to be named as a director nominee
(filed as Exhibit 99.8 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.9 Consent of John W. Madigan to be named as a director nominee
(filed as Exhibit 99.9 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.10 Consent of Nobuharu Ono to be named as a director nominee (filed
as Exhibit 99.10 to
EXHIBIT DESCRIPTION
------- -----------
Registration Statement on Form S-1/A (Commission file
No. 333-59174), filed June 21, 2001, and incorporated herein by
reference).
99.11 Consent of A. Barry Rand to be named as a director nominee
(filed as Exhibit 99.11 to Registration Statement on Form S-1/A
(Commission file No. 333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.12 Consent of Carolyn M. Ticknor to be named as a director nominee
(filed as Exhibit 99.12 to Registration Statement on Form S-1/A
(Commission file No.333-59174), filed June 21, 2001, and
incorporated herein by reference).
99.13 Internal Revenue Service Private Letter Ruling pertaining to the
split-off.