21st Century Telecom Group Inc – ‘S-4’ on 3/3/98 – EX-99.6

As of:  Tuesday, 3/3/98   ·   Accession #:  950109-98-1548   ·   File #:  333-47235

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         S-4 Exchange Offer                                   203   1.25M 
 2: EX-1.1      Underwriting Agreement                                21    111K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     77    286K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     13     41K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders   132    304K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders    24     54K 
 7: EX-4.3      Instrument Defining the Rights of Security Holders   196    436K 
 8: EX-4.4      Instrument Defining the Rights of Security Holders     9     25K 
 9: EX-4.5      Instrument Defining the Rights of Security Holders    21    101K 
10: EX-5.1      Opinion re: Legality                                   5     26K 
11: EX-5.2      Opinion re: Legality                                   7     35K 
12: EX-10.1     Material Contract                                     77    264K 
13: EX-10.2     Material Contract                                     13     33K 
14: EX-12.1     Statement re: Computation of Ratios                    2±    14K 
15: EX-23.1     Consent of Experts or Counsel                          1      8K 
16: EX-25.1     Statement re: Eligibility of Trustee                   8     32K 
17: EX-99.1     Miscellaneous Exhibit                                 12     50K 
26: EX-99.10    Miscellaneous Exhibit                                  2     13K 
18: EX-99.2     Miscellaneous Exhibit                                 12     51K 
19: EX-99.3     Miscellaneous Exhibit                                  3     15K 
20: EX-99.4     Miscellaneous Exhibit                                  4     16K 
21: EX-99.5     Miscellaneous Exhibit                                  2     14K 
22: EX-99.6     Miscellaneous Exhibit                                  2     14K 
23: EX-99.7     Miscellaneous Exhibit                                  2     15K 
24: EX-99.8     Miscellaneous Exhibit                                  3     15K 
25: EX-99.9     Miscellaneous Exhibit                                  2     13K 

EX-99.6   —   Miscellaneous Exhibit

EX-99.6
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                                                                    Exhibit 99.6
Form of 
21ST CENTURY TELECOM GROUP, INC.

Offer to Exchange its Registered
13 3/4% Senior Cumulative Exchangeable Preferred Stock Due 2010 
for any and all of its Outstanding
13 3/4% Senior Cumulative Exchangeable Preferred Stock Due 2010 

To:    Brokers, Dealers, Commercial Banks,                                
Trust Companies and Other Nominees:                         

   21st Century Telecom Group, Inc. (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in the
Prospectus, dated ________, 1998 (the "Prospectus"), and the enclosed Letter of 
Transmittal (the "Letter of Transmittal"), its registered 13 3/4% Senior        
Cumulative Exchangeable Preferred Stock Due 2010 (the "New Exchangeable         
Preferred Stock") for any and all of its outstanding 13 3/4% Senior Cumulative  
Exchangeable Preferred Stock Due 2010 (the "Old Exchangeable Preferred Stock"). 
The Exchange Offer is being made in order to satisfy certain obligations of the 
Company contained in the Registration Rights Agreement dated as of February 2,  
1998, between the Company and the Initial Purchasers.                           

We are requesting that you contact your clients for whom you hold Old     
Exchangeable Preferred Stock regarding the Exchange Offer.  For your information
and for forwarding to your clients for whom you hold Old Exchangeable Preferred 
Stock registered in your name or in the name of your nominee, or who hold Old   
Exchangeable Preferred Stock registered in their own names, we are enclosing the
following documents:                                                            

1.   Prospectus dated _________, 19__;                                

     2.   The Letter of Transmittal for your use and for the information of your
clients;                                                                        

3.   A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Exchangeable Preferred Stock are not immediately  
available or time will not permit all required documents to reach the Exchange  
Agent prior to the Expiration Date (as defined below) or if the procedure for   
book-entry transfer cannot be completed on a timely basis;                      

   4.   A form of letter which may be sent to your clients for whose account
you hold Old Exchangeable Preferred Stock registered in your name or the name of
your nominee, with space provided for obtaining such clients' instructions with 
regard to the Exchange Offer;                                                   

5.   Guidelines for Certification of Taxpayer identification Number on
Substitute Form W-9; and                                                        

     6.   Return envelopes addressed to State Street Bank and Trust Company, the
Exchange Agent for the Old Exchangeable Preferred Stock.                        

  Your prompt action is requested.  The Exchange Offer will expire at 5:00
p.m., Eastern Standard Time, on ___________, 19__ (the "Expiration Date") (20   
business days following commencement of the Exchange Offer), unless extended by 
the Company.  The Old Exchangeable Preferred Stock tendered pursuant to the     
Exchange Offer may be withdrawn at any time before 5:00 p.m., Eastern Standard  
Time, on the Expiration Date.                                                   

To participate in the Exchange Offer, a duly executed and properly    
completed Letter of Transmittal (or facsimile thereof), with any required       
signature guarantees and any other required documents, should be sent to the    

EX-99.6
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Exchange Agent and certificates representing the Old Exchangeable Preferred     
Stock should be delivered to the Exchange Agent, all in accordance with the     
instructions set forth in the Letter of Transmittal and the Prospectus.         

  If holders of Old Exchangeable Preferred Stock wish to tender, but it is
impracticable for them to forward their certificates for Old Exchangeable       
Preferred Stock prior to the expiration of the Exchange Offer or to comply with 
the book-entry transfer procedures on a timely basis, a tender may be effected  
by following guaranteed delivery procedures described in the Prospectus under   
"The Exchange Offer--Guaranteed Delivery Procedures."                           

The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses       
incurred by them in forwarding the Prospectus and the related documents to the  
beneficial owners of Old Exchangeable Preferred Stock held by them as nominee or
in a fiduciary capacity.  The Company will pay or cause to be paid all stock    
transfer taxes applicable to the exchange of Old Exchangeable Preferred Stock   
pursuant to the Exchange Offer, except as set forth in Instruction 6 of the     
Letter of Transmittal.                                                          

    Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the      
Exchange Agent for the Old Exchangeable Preferred Stock, at its address and     
telephone number set forth on the front of the Letter of Transmittal.           

Very truly yours,   

            21ST CENTURY TELECOM GROUP, INC.

 NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU 
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF     
EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS        
EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.                  

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		3/3/98							None on these Dates
		2/2/98		1
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