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THISDAYonline

Stock Lawsuit Possible in Telecom Merger Plan

Former MediaOne Group executives are exploring a class-action lawsuit over Cingular's insistence that AT&T; Wireless stock options, issued by the millions to employees and former employees of MediaOne, AT&T; and AT&T; Wireless, be exercised as soon as the merger closes, people involved in the effort say.

Under the terms of the proposed $41 billion merger, qualifying options, including those with five- and 10-year vesting periods, will be cashed out at $15 each.

To qualify, the AT&T; Wireless option would have to have a strike price of $15 or less. An option is a right to buy a share of stock at a preset strike price, regardless of the price on the open market.

A former MediaOne executive who is involved in the effort says that Cingular is essentially confiscating the difference between the value of the option now and what it might be worth in another five to 10 years. Depending how Cingular performs in the coming years, the forced sale could mean the loss of thousands - or even millions - of dollars in potential income.

Cable operator MediaOne gave options to all employees, from clerks to the CEO. It was acquired by AT&T; in 2000. The parent then spun off its AT&T; Wireless unit as a separate company in 2001.

AT&T; recently filed an arbitration demand with AT&T; Wireless over the same options issue and is demanding a cash payment of $201 million.

Cingular, which is owned by SBC and BellSouth, had no comment on the pending litigation. AT&T; Wireless spokesman Mark Siegel said AT&T;'s arbitration claim was "frivolous and without merit."


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