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BellSouth Merger Q&A

Phil Harvey
3/10/2006

NOON –- BellSouth shareholders: "No cash for you!"

From The Philter regulatory file, some bits and bytes from the upcoming AT&T/BellSouth merger. From this investor Q&A, filed with the SEC, we learn that BellSouth shareholders won't get a cash payment for their shares, the Cingular name is going away, and BellSouth shareholders can still stop the merger (if they want to):

  • How will the merger affect my BellSouth stock?
    After the merger is approved and closed, each outstanding share of BellSouth common stock will be exchanged for 1.325 shares of AT&T stock. All BellSouth shareholders will, therefore, become shareholders of AT&T. No action will be required by you until after the closing of the merger. Following the closing, you will receive instructions from AT&T regarding the exchange of your shares.

  • Will there be a cash payment from AT&T? How much?
    There will be no cash payment from AT&T. After the merger is approved and closed, each outstanding share of BellSouth common stock will be exchanged for 1.325 shares of AT&T stock. All BellSouth shareholders will, therefore, become shareholders of AT&T. No action will required by you until after the closing of the merger. Following the closing, you will receive information from AT&T regarding the exchange of your shares.

  • Is cash an option for the shares?
    There will be no cash payment from AT&T. After the merger is approved and closed, each outstanding share of BellSouth common stock will be exchanged for 1.325 shares of AT&T stock. All BellSouth shareholders will, therefore, become shareholders of AT&T. No action will be required by you until after the closing of the merger. Following the closing, you will receive information from AT&T regarding the exchange of your shares.

  • Is it better to just sell all my shares in BellSouth?
    Whether to buy or sell stock is a personal decision. We recommend that you consult your investment advisor.

  • Can the shareholders stop the merger?
    BellSouth will hold a special shareholders’ meeting later this year to obtain approval for the transaction. BellSouth shareholders will be provided with a package of information, including a proxy statement that relates to the merger and notification of the time and place of the meeting, prior to that special meeting. Approval for the transaction will require an affirmative vote of a majority of the shares voted at the meeting.

  • What are the states where BellSouth provides phone service?
    BellSouth provides local telephone phone service in our franchise areas in Alabama, Georgia, Kentucky, Florida, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee.

  • Since BellSouth owns 40% of Cingular, what will happen to Cingular?
    Until the transaction is closed, Cingular will continue to operate under the current management and governance structure. AT&T will own 100% of Cingular following the closing. Post closing impacts on Cingular will need to be addressed by AT&T. AT&T announced that the Cingular brand name will no longer be used following closing and that Cingular’s headquarters will remain in Atlanta.

  • — Phil Harvey, News Editor, Light Reading

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