This notice of appraisal rights and information statement, which we refer to as this information statement, is being furnished to the holders of Class A common stock of Dobson Communications Corporation, which we refer to as Dobson, in connection with the Agreement and Plan of Merger, dated as of June 29, 2007, among Dobson, AT&T Inc., which we refer to as AT&T, and Alpine Merger Sub, Inc., a wholly owned subsidiary of AT&T, which we refer to as Merger Sub. We refer to the Agreement and Plan of Merger as the merger agreement and to the merger of Merger Sub with and into Dobson that is contemplated by the merger agreement as the merger.

Upon completion of the merger, each holder of shares of Dobson Class A common stock and Class B common stock (other than shares owned by AT&T or Merger Sub or by Dobson or its subsidiaries, and in each case not held on behalf of third parties, and shares as to which shareholders have properly exercised and perfected appraisal rights under Oklahoma law) will be entitled to receive $13.00 per share in cash, without interest, less any applicable tax withholdings. Upon completion of the merger, Dobson will be a subsidiary of AT&T.

Dobson’s board of directors has unanimously approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement and recommended that Dobson’s shareholders approve and adopt the merger agreement. This recommendation was based, in part, upon the recommendation of a special committee of the independent directors of Dobson.

The approval and adoption of the merger agreement by Dobson shareholders requires the affirmative vote or written consent of the holders of a majority of the voting power of the outstanding shares of Dobson common stock. We received the required shareholder approval and adoption of the merger agreement on June 29, 2007, when Dobson CC Limited Partnership, which we refer to as DCCLP and which on that date owned Dobson shares representing approximately 56.5% of the total voting power of the outstanding shares of Dobson common stock entitled to vote on the approval and adoption of the merger agreement, delivered a written shareholder consent adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the merger. Because no further action by any other Dobson shareholder is required, Dobson has not and will not be soliciting your approval and adoption of the merger agreement and does not intend to call a shareholders meeting for purposes of voting on the transaction.

Appraisal rights are available to Dobson shareholders in connection with the merger under Section 1091 of the Oklahoma General Corporation Act, which we refer to as the OGCA. Any Dobson shareholder who desires to exercise appraisal rights and is eligible under Section 1091 of the OGCA to do so must, in addition to satisfying the other conditions set forth in Section 1091 of the OGCA, deliver to us no later than the date that is 20 days after the date of mailing of this information statement, or September 26, 2007, a written notice demanding an appraisal of such shareholder’s shares. This information statement shall constitute notice to you of the availability of appraisal rights under Section 1091 of the OGCA, a copy of which is attached to this information statement as Annex F.

Completion of the merger is subject to several conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and the receipt of regulatory approvals, including the approval of the Federal Communications Commission, which we refer to as the FCC. These conditions are discussed in greater detail in this information statement in the section entitled “The Merger Agreement — Conditions to the Completion of the Merger” beginning on page 60.

Please do not send in your stock certificates at this time. If the merger is completed, you will receive instructions regarding the surrender of your stock certificates and payment for your shares of stock.

This information statement is dated September 6, 2007 and is first being sent or given to Dobson shareholders on or about September 6, 2007.

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a Dobson shareholder. Please refer to the more detailed information contained elsewhere in this information statement, the annexes to this information statement and the documents referred to in this information statement.

Dobson Communications Corporation, an Oklahoma corporation, is headquartered in Oklahoma City, Oklahoma. Dobson is one of the largest providers of rural and suburban wireless communications services in the United States. We offer digital voice, data and other feature services to our customers primarily through our Global System for Mobile Communications, or GSM, General Packet Radio Service, or GPRS, and Enhanced Data for GSM Evolution, or EDGE, network. We operate primarily in rural and suburban areas that provide sufficient size and scale to realize operational efficiencies while maintaining a strong local market presence. We believe that owning and operating a mix of rural and suburban wireless systems provides strong growth opportunities because we believe these systems currently have lower penetration rates, higher customer growth rates and less competition for customers than wireless systems located in larger metropolitan areas. In addition, our wireless systems are generally adjacent to major metropolitan statistical areas, or MSAs, that are characterized by a high concentration of expressway corridors and roaming activity.

We were formed as an Oklahoma corporation in 1997. Our operations are conducted by our two wholly owned primary subsidiaries, Dobson Cellular Systems Inc. and American Cellular Corporation.

Our principal executive office is located at 14201 Wireless Way, Oklahoma City, Oklahoma 73134. Our telephone number is (405) 529-8500, and our Internet website address is www.dobson.net. The information on our website is for informational purposes only and is not incorporated into, nor is it intended to be a part of, this information statement.

AT&T Inc., a Delaware corporation, is a holding company. AT&T, formerly known as SBC Communications Inc., or SBC, was formed as one of several regional holding companies created to hold AT&T Corp.’s local telephone companies. At formation, SBC primarily operated in five southwestern states. Subsidiaries of SBC merged with Pacific Telesis Group in 1997, Southern New England Telecommunications Corporation in 1998 and Ameritech Corporation in 1999, thereby expanding SBC’s operations as the incumbent local exchange carrier into a total of 13 states. On November 18, 2005, one of SBC’s subsidiaries merged with AT&T Corp, creating AT&T, one of the world’s largest telecommunications providers. In connection with the merger, the name of the company was changed from “SBC Communications Inc.” to “AT&T Inc.”

AT&T ranks among the largest providers of telecommunications services in the United States and the world. AT&T offers its services and products to consumers in the United States and services and products to businesses and other providers of telecommunications services worldwide. The services and products that AT&T offers vary by market, and include: local exchange services, wireless communications, long-distance services, data/broadband and Internet services, telecommunications equipment, managed networking, wholesale services and directory advertising and publishing.

AT&T’s principal executive office is located at 175 E. Houston, San Antonio, Texas 78205. AT&T’s telephone number is (210) 821-4105, and its Internet website address is www.att.com. The information on AT&T’s website is for informational purposes only and is not incorporated into, nor is it intended to be a part of, this information statement.

Alpine Merger Sub, Inc., an Oklahoma corporation and a wholly owned subsidiary of AT&T, was organized in connection with the merger and has engaged in no activities other than those incident to its formation and the completion of the merger. Merger Sub’s mailing address is c/o AT&T Inc., 175 E. Houston, San Antonio, Texas 78205.

Dobson’s board of directors and executive management team have reviewed Dobson’s strategy and potential strategic alternatives on a continuing basis. Our strategic considerations have included acquisitions of other companies and strategic assets, internal growth and network expansion, recapitalizations and refinancings, sales of particular assets and the sale of Dobson in its entirety, in whole or in parts. Set forth below is a description of the process that we engaged in prior to entering into the merger agreement with AT&T pursuant to which Dobson has agreed to be acquired by AT&T.

Prior to 2007, representatives of Dobson and representatives of AT&T from time to time had informal conversations regarding the strategic objectives of Dobson and AT&T. Those conversations included general discussions regarding the existing roaming agreement between Dobson and AT&T, potential future roaming arrangements between the two companies and other potential strategic alternatives, including potential strategic partnering opportunities between the two companies.

On November 21, 2006, Everett R. Dobson, the Chairman of Dobson, reported to Dobson’s board of directors at a regularly scheduled board meeting that he had several recent informal conversations with representatives of various parties regarding strategic alternatives involving Dobson. Based on those conversations, the board believed that one or more parties might make inquires of Dobson expressing a desire to explore strategic alternatives involving Dobson. The board discussed how it would respond to any such inquiry, including any proposal it may receive concerning a potential acquisition of Dobson.

At the request of Dobson’s board of directors, a representative of Mayer, Brown, Rowe & Maw LLP, which we refer to as Mayer Brown, outside legal counsel to Dobson, participated in the November 21, 2006 board meeting and reviewed various legal matters inherent in the consideration by the board of strategic alternatives, including a potential sale of Dobson, and the legal standards applicable to a board’s decision-making process in that context. Dobson’s board of directors also discussed, together with legal counsel, the possibility that, depending on the facts and circumstances of the strategic alternatives considered and the identity of any third parties with whom discussions were pursued, it might be appropriate in the future to form a special committee of independent directors to evaluate the strategic alternatives given that DCCLP owned all of the outstanding shares of Dobson’s Class B common stock, which represents more than a majority of the voting power of Dobson’s outstanding common stock. As the sole stockholder and one of two directors of the general partner of DCCLP, Mr. Everett Dobson (the Chairman of Dobson) controls DCCLP. Stephen T. Dobson (a director and the Secretary of Dobson) is the other director of the general partner of DCCLP. In the context of that discussion, Dobson’s board of directors noted that identifying, negotiating and approving a sale of Dobson or other strategic alternative without the participation of Messrs. Everett Dobson and Stephen Dobson, and their support and approval, would not serve the best interests of Dobson’s shareholders because any such transaction requiring shareholder approval could not be completed without the affirmative vote of the Dobson shares owned by DCCLP.

On December 7, 2006, the independent members of Dobson’s board of directors (Justin L. Jaschke, Fred J. Hall, Albert H. Pharis, Robert A. Schriesheim and Mark S. Feighner) convened informally, without Dobson’s other directors or Dobson’s executive management team, to discuss generally their duties and responsibilities in connection with the consideration of Dobson’s strategic alternatives, including a potential sale of Dobson.

Between December 2006 and the end of January 2007, Dobson’s board of directors and executive management team continued to discuss and evaluate Dobson’s strategic alternatives, general conditions and trends in the wireless telecommunications industry and Dobson’s prospects in view of the evolution of Dobson’s business and the risks and uncertainties that Dobson faced as an independent company.

On December 15, 2006, the independent members of Dobson’s board of directors convened again as a separate group to discuss on a preliminary basis Dobson’s strategic alternatives, including a potential sale of Dobson, and the potentially heightened role for the independent directors to play in connection with such a transaction due to potential conflicts of interest that could arise. In connection with this discussion, the

In January 2007, a regional telecommunications company indicated to Dobson that it might be interested in acquiring Dobson’s operations in Alaska. After further deliberation and discussions over the next several months regarding Dobson’s strategic alternatives, Dobson’s board of directors determined that pursuing a sale of Dobson’s operations in Alaska was not in the best interests of Dobson’s shareholders primarily because the board believed that (1) the reduced size and scale of Dobson after such a transaction would significantly and adversely affect Dobson’s ability to compete as an independent company in the wireless telecommunications industry, (2) the combined sale proceeds Dobson realistically could achieve in separate sales of its operations in Alaska and its operations elsewhere in the United States would be less than the value of Dobson in its entirety, and (3) either remaining independent or pursuing a sale of the entirety of Dobson would likely be more favorable to Dobson’s shareholders.

At meetings held on February 6, 2007 and February 13, 2007, Dobson’s board of directors discussed recent news reports and other speculation in the market that indicated a number of telecommunications companies, including several rural and suburban wireless carriers, were considering potential sales or other strategic alternatives. Mr. Everett Dobson also updated the board on conversations regarding potential strategic alternatives that he and other members of Dobson’s executive management team had with a financial sponsor and the regional telecommunications company that had indicated it may be interested in acquiring Dobson’s operations in Alaska. Dobson’s board of directors directed our executive management team to continue to update the board regularly on any significant contact made by potential acquirors and other third parties regarding strategic alternatives and agreed to continue the discussion regarding Dobson’s strategic alternatives at subsequent board meetings.

On March 1, 2007, Dobson’s board of directors held a regularly scheduled board meeting at which it continued its discussion regarding Dobson’s strategic alternatives. The board directed Mr. Everett Dobson and other members of our executive management team to continue discussing a possible strategic transaction with the financial sponsor that had recently approached Dobson.

On March 6, 2007, Dobson entered into a confidentiality agreement with a large financial sponsor that had expressed an interest in discussing a potential strategic transaction with Dobson.

On March 7, 2007, Rick L. Moore, Senior Vice President — Corporate Development of AT&T, contacted Mr. Everett Dobson and indicated that AT&T was interested in having a discussion about a potential acquisition of Dobson by AT&T.

On March 9, 2007, Dobson’s board of directors received a report from Mr. Everett Dobson on his conversation with Mr. Moore and on recent conversations that Mr. Everett Dobson and other members of our executive management team had with various third parties involving strategic alternatives, including the financial sponsor that had signed a confidentiality agreement. The board directed Mr. Everett Dobson and the other members of our executive management team to continue discussions with AT&T, the financial sponsor and other third parties that expressed an interest in exploring strategic alternatives and to continue updating the board regularly. The board also directed Mr. Everett Dobson and the members of our executive management team to contact another large telecommunications company that the board believed might be interested in acquiring Dobson and, with the assistance of Morgan Stanley, to continue to identify other potential acquirors that were best-positioned to make competitive acquisition offers.

On March 12, 2007, the independent members of Dobson’s board of directors met to discuss Dobson’s strategic alternatives, including a potential sale of Dobson. At the request of the independent directors, Mr. Everett Dobson participated in the first part of that meeting to update the independent directors on recent conversations he had with AT&T and other third parties involving strategic alternatives.

On March 14, 2007, Dobson and AT&T entered into a confidentiality agreement.

From March 14, 2007 until shortly before the merger agreement with AT&T was executed, AT&T conducted financial, legal and accounting due diligence, was provided non-public information regarding Dobson’s business, operations and prospects, and had numerous discussions with Dobson’s executive management team and Dobson’s financial and legal advisors regarding Dobson’s business, operations and prospects and the potential synergies and other benefits that might be achieved by AT&T in an acquisition of Dobson. During that same time period, Mr. Everett Dobson and Mr. Moore regularly spoke with each other regarding the status of AT&T’s due diligence and expectations regarding the process and timing for negotiating the definitive terms of a transaction in the event both parties elected to proceed with such negotiations.

On March 15, 2007, Mr. Everett Dobson discussed the possibility of a potential negotiated sale of Dobson with a representative of the other large telecommunications company identified by the board at the March 9, 2007 board meeting. In that conversation, the representative of the large telecommunications company expressed an interest in meeting in person with Mr. Everett Dobson and other members of Dobson’s executive management team to discuss further Dobson’s business and operations and a potential transaction with Dobson.

On March 22, 2007, members of Dobson’s executive management team met in person with representatives of AT&T. At that meeting, AT&T received a high-level presentation regarding Dobson’s business, operations and prospects and Dobson and AT&T discussed potential synergies and other benefits that might be achieved by AT&T in an acquisition of Dobson.

On April 4, 2007, Dobson entered into a confidentiality agreement with the other large telecommunications company that had been previously contacted. On the same day, Mr. Everett Dobson and other members of Dobson’s executive management team met in person with the Chief Executive Officer and other representatives of that company to discuss the possibility of a negotiated sale of Dobson. At that meeting, Dobson’s management made a high-level presentation regarding Dobson’s business, operations and prospects and discussed potential synergies and other benefits that might be achieved in an acquisition of Dobson.

On April 9, 2007, Dobson’s board of directors received a report on recent conversations that Mr. Everett Dobson and other members of our executive management team had with various third parties involving strategic alternatives.

On April 11, 2007, Dobson executed an engagement letter with Morgan Stanley to act as its financial advisor in connection with Dobson’s consideration of possible strategic alternatives.

On April 30, 2007, the large telecommunications company with which representatives of Dobson had met on April 4, 2007 informed Dobson that it had decided not to pursue a transaction with Dobson and did not desire to proceed with discussions or to be provided with any non-public information regarding Dobson’s business or operations.

On May 17, 2007, Mr. Moore indicated to Mr. Everett Dobson that, based on AT&T’s preliminary valuation of Dobson, he believed that a proposal by AT&T to acquire Dobson for cash consideration within a specified range per share of Class A and Class B common stock would be possible. Mr. Moore noted that this valuation range was preliminary and non-binding and that AT&T would not be prepared to submit a definitive proposal until it had completed its due diligence and analysis of a proposed transaction with Dobson. Mr. Everett Dobson indicated to Mr. Moore that, although Dobson continued to be open to discussing a potential sale of Dobson to AT&T, he believed that the specified per share prices indicated by the AT&T representative as possible consideration for the merger would not be adequate. Mr. Everett Dobson also indicated to Mr. Moore that he would discuss AT&T’s preliminary valuation with Dobson’s board of directors.

Later in the day on May 17, 2007, members of Dobson’s executive management team, including Mr. Everett Dobson, updated Dobson’s board of directors on recent conversations with AT&T and with the other large telecommunications company and a financial sponsor that had been contacted.

On May 17, 2007, the independent members of Dobson’s board of directors entered into an engagement letter with Houlihan Lokey to act as their financial advisor and, if a special committee were formed in connection with a possible strategic transaction, to act as the special committee’s financial advisor.

On May 21, 2007, at the request of Dobson’s executive management team, a representative of Mayer Brown contacted a representative of Weil Gotshal & Manges LLP, which we refer to as Weil Gotshal, outside legal counsel to DCCLP, to discuss the possibility that a potential acquiror of Dobson would request that DCCLP enter into certain agreements with the potential acquiror.

On May 24, 2007, at a meeting of the independent members of Dobson’s board of directors, representatives of Locke Liddell summarized for the independent directors their fiduciary duties and obligations in connection with a potential sale of Dobson, including in the context of a transaction in which there is a conflict of interest involving DCCLP or one or more of Dobson’s directors or executive officers. Houlihan Lokey discussed with the independent directors certain financial information regarding Dobson and comparable companies, as well as other transactions in the wireless communications industry. The independent directors discussed AT&T’s preliminary valuation of Dobson and Dobson’s other strategic alternatives.

Later in the day on May 24, 2007, at a meeting of Dobson’s full board of directors, representatives of Morgan Stanley discussed with the board an overview of activities related to strategic alternatives that Dobson had been involved in since the beginning of 2007 and an overview of recent merger and acquisition activity in the wireless telecommunications industry. Morgan Stanley also discussed certain financial information regarding Dobson and comparable companies, recent merger and acquisition transactions in the wireless telecommunications industry, and other preliminary financial analyses. Morgan Stanley identified, with the assistance of Dobson’s executive management team, a list of potential acquirors that were deemed to be best-positioned to make an attractive acquisition offer for Dobson. Mr. Everett Dobson then gave Dobson’s board of directors an update on recent discussions with AT&T and reported on the expected timing and the likelihood of receipt of required regulatory approvals in connection with a transaction with AT&T. Representatives from Mayer Brown and Locke Liddell participated in the meeting and discussed the sale process with Dobson’s board of directors. The board directed Mr. Everett Dobson to inform AT&T that Dobson’s board of directors did not believe the indicative per share price range that was specified by AT&T on May 17, 2007 was adequate.

Mr. Everett Dobson informed Mr. Moore that Dobson’s board of directors did not believe the per share price range previously indicated by AT&T was adequate and indicated that, for a sale transaction to be acceptable to Dobson’s board of directors and shareholders, he believed that AT&T would likely have to offer Dobson shareholders cash consideration of not less than $13.00 per share. Mr. Moore indicated that he believed that subject to completion of due diligence and negotiation of a definitive merger agreement he might be able to recommend to AT&T’s board of directors merger consideration at or slightly above $12.00 per share.

Later on May 24, 2007, Mr. Everett Dobson updated Dobson’s board of directors on his conversation with Mr. Moore. The board then continued its discussion from earlier in the day regarding other telecommunications companies and financial sponsors that might be interested in acquiring Dobson and the values that might be achievable in a sale transaction. Representatives from Mayer Brown reviewed for Dobson’s board of directors the legal standards applicable to the board’s decision-making process in the context of a sale of Dobson. Following these discussions and further deliberation, Dobson’s board of directors approved further discussions with AT&T and directed Dobson’s executive management team and legal and financial advisors to conduct a more formal sale process of Dobson to solicit acquisition proposals from AT&T and other potential acquirors. The board indicated that it did not believe it was advisable to conduct a process that would reasonably be expected to lead to market rumors, and, instead, decided the process should be conducted in a manner intended to mitigate the risks of market rumors and speculation. The board directed Dobson’s executive management team to discuss extensively with Morgan Stanley the list of parties to be contacted in the sale process, including those most likely to make a competitive acquisition offer for Dobson.

During the last week of May 2007 and the month of June 2007, Morgan Stanley contacted AT&T and its financial advisor, four large financial sponsors active in the wireless telecommunications industry (including the financial sponsors that had previously expressed an interest in exploring the feasibility of an acquisition of Dobson) and the other large telecommunications company that had previously been contacted by Dobson. Dobson’s executive management team worked closely with Dobson’s financial and legal advisors throughout the process. Each of the parties contacted signed, or had previously signed, a confidentiality agreement with Dobson and was provided access to non-public information regarding Dobson’s business and prospects.

During the last week of May 2007 and the first week of June 2007, representatives of Dobson and Morgan Stanley met separately with representatives of the financial sponsors that had signed confidentiality agreements to discuss Dobson’s business. During the first few weeks of June 2007, three of the financial sponsors that had signed a confidentiality agreement indicated that they were not interested in further pursuing a transaction with Dobson at that time.

On May 30, 2007, the other large telecommunications company contacted by Dobson and Morgan Stanley reaffirmed that that it had no interest in pursuing a transaction with Dobson at that time or in the foreseeable future.

On or about June 5, 2007, a representative of one of the financial sponsors involved in the process indicated that the financial sponsor’s preliminary analysis suggested a value range for Dobson of between $13.00 and $13.75 per share of common stock. The financial sponsor’s representatives noted that the financial sponsor would need two to three weeks to complete its analysis and review of Dobson and that the $13.00-13.75 per share range was preliminary, non-binding and subject to completion of the financial sponsor’s due diligence and approval by its investment committee.

On June 6, 2007, Mr. Everett Dobson and representatives of Morgan Stanley updated the board on the sale process and recent activities, including the continuing discussions with AT&T and financial sponsors that had signed confidentiality agreements. The board directed Mr. Everett Dobson to continue discussions with AT&T and a financial sponsor with a view toward increasing the proposed per share consideration and submission of a definitive proposal by the end of June 2007.

On June 11, 2007, AT&T provided Dobson with an initial draft of a merger agreement and commenced negotiations of the merger agreement.

On June 11, 2007, Mr. Everett Dobson again contacted the other large telecommunications company that had previously indicated it had no interest in pursuing a transaction with Dobson to inform the large telecommunications company that Dobson remained open to discussing a potential negotiated sale of Dobson. The large telecommunications company reaffirmed that that it had no interest in pursuing a transaction with Dobson at that time or in the foreseeable future.

During the second week of June 2007, members of Dobson’s executive management team met in person on several occasions with representatives of the financial sponsor that had indicated a preliminary valuation range of $13.00-13.75 per share of Dobson common stock. The financial sponsor was informed that a definitive proposal would be due on June 27, 2007 and that Dobson’s expectation was that negotiations regarding a definitive merger agreement would be substantially completed prior to submission of the definitive proposal.

On June 19, 2007, Mr. Everett Dobson and representatives of Morgan Stanley provided Dobson’s board of directors with an update on events since the last board meeting. The board also received reports from representatives of Mayer Brown and Locke Liddell on the state of negotiations with AT&T and a recommended process and procedure to be followed in negotiations with other potential acquirors. Representatives of Locke Liddell noted that the independent members of Dobson’s board of directors had previously met several times to discuss Dobson’s strategic alternatives and recommended that a special committee of independent directors be formed at this time given the interest expressed by financial sponsors (with a potential “rollover” investment by DCCLP) and DCCLP’s indication that it was considering making a formal proposal to the independent directors regarding the reimbursement of certain expenses incurred by DCCLP in connection with a sale of Dobson. After further discussion and deliberation, Dobson’s board of directors

A meeting of the Special Committee was held shortly after the adjournment of the meeting of Dobson’s full board of directors on June 19, 2007. Mr. Jaschke was appointed as the Chairman of the Special Committee. Locke Liddell participated in the meeting and reviewed for the Special Committee the ongoing responsibilities of the independent directors in connection with the potential sale of Dobson. The Special Committee then discussed and approved negotiating guidelines that were provided to Dobson’s full board of directors and Dobson’s legal and financial advisors later that day. The negotiating guidelines set forth the Special Committee’s expectations as to the continued participation of the independent directors and the Special Committee’s financial and legal advisors in the sale process and described how the Special Committee and its advisors would continue to work together, consider and negotiate potential transactions with Dobson’s full board of directors, executive management team and advisors.

Later in the day on June 19, 2007, Dobson provided an initial draft of a merger agreement contemplating an all-cash acquisition of Dobson to the financial sponsor that continued to express an interest in acquiring Dobson. The draft merger agreement contained terms and conditions that were, in the aggregate, substantially consistent with the most recent draft merger agreement exchanged between AT&T and Dobson.

On June 19, 2007, Mr. Everett Dobson spoke with Mr. Moore and another representative of AT&T to inform them that Dobson’s continued expectation was to be in a position to approve, execute and announce a merger agreement by the end of June 2007, if a transaction were to occur. Mr. Dobson noted that he believed AT&T’s preliminary approximately $12.00 per share valuation of Dobson was not adequate.

On June 21, 2007, representatives of Dobson, Mayer Brown and Locke Liddell met with representatives of AT&T and Sullivan & Cromwell LLP, which we refer to as Sullivan & Cromwell, outside legal counsel to AT&T, to discuss the most recent draft of the merger agreement exchanged between the parties. Significant areas of negotiation included whether and to what extent Dobson’s board of directors and DCCLP would have the right to solicit, facilitate and accept alternative acquisition proposals, the process for dealing with any such proposal, the ability of Dobson’s board of directors to consider, negotiate and accept unsolicited alternative acquisition proposals and the related termination fees payable by Dobson and DCCLP, the inclusion of a so-called “fiduciary out provision” in the merger agreement, the regulatory approval process for the transaction and each party’s commitment to pursue and obtain the required regulatory approvals and the conditions to closing the merger. The parties also discussed the scope of Dobson’s representations, warranties and interim operating covenants in the merger agreement and various benefit and employee-related provisions, including the terms of a retention bonus plan for Dobson employees. During the course of these negotiations, Dobson’s representatives indicated that Dobson’s board of directors would not support a merger agreement that did not include a meaningful fiduciary out provision.

On June 21, 2007, representatives of AT&T and Sullivan & Cromwell also discussed with Weil Gotshal, DCCLP’s outside legal counsel, the proposal by AT&T that DCCLP be required to pay a significant termination fee in the event that DCCLP voted for any alternative acquisition proposal within two years after the execution of a merger agreement between AT&T and Dobson.

From June 21, 2007 until shortly before the time the merger agreement with AT&T was executed on June 29, 2007, Dobson, AT&T, DCCLP and their respective legal and financial advisors and the Special Committee’s legal and financial advisors continued to negotiate the terms and conditions of the merger agreement. Those negotiations included a series of proposals, including a proposal regarding whether Dobson’s board of directors would have the right to consider, negotiate and accept unsolicited alternative acquisition proposals for Dobson and the related termination fees payable by Dobson and DCCLP, the regulatory approval

On June 22, 2007, Mr. Everett Dobson discussed with a representative of the financial sponsor that had indicated a preliminary $13.00-13.75 per share valuation range how best to proceed with negotiations and the anticipated timing for completion of the financial sponsor’s due diligence and receipt of the financial sponsor’s investment committee approval. The representative of the financial sponsor asked Mr. Dobson whether DCCLP would be interested in reinvesting some portion of the proceeds it would otherwise receive in a sale of Dobson as a “rollover” equity investment in the post-merger company, and Mr. Everett Dobson indicated that DCCLP was open to considering such a structure; however, he indicated that the terms of any possible “rollover” equity would need to be deferred until it was determined that the private equity sponsor was offering the most attractive valuation for Dobson.

On June 23, 2007, representatives of Mayer Brown, Locke Liddell and outside legal counsel to the financial sponsor with which Mr. Everett Dobson had a discussion the previous day discussed the draft merger agreement that had been provided to the financial sponsor. Later in the day on June 23, 2007, the financial sponsor submitted a markup of the draft merger agreement to Dobson and its representatives.

On June 25, 2007, The Wall Street Journal reported that Dobson was considering strategic alternatives, including a potential sale of the company, and had retained Morgan Stanley to assist it. Dobson’s board of directors informally convened with Dobson’s executive management team later that day to discuss the article and its implications on the sale process that was being conducted. Mr. Everett Dobson also updated Dobson’s board of directors on the status of negotiations with AT&T and the financial sponsor that remained active in the process.

Later in the day on June 25, 2007, a representative of the financial sponsor that had submitted the merger agreement markup to Dobson informed Mr. Everett Dobson that the financial sponsor was concerned with the stability of the credit markets, which might adversely affect the financial sponsor’s ability to finance an acquisition of Dobson at a competitive price, and with its ability to submit a competitive proposal to acquire Dobson on June 27, 2007, the date that had been established by Dobson for receipt of definitive proposals. The representative of the financial sponsor agreed to stay in close communication with Mr. Everett Dobson over the course of the next several days, but ultimately the financial sponsor elected not to submit a definitive proposal to acquire Dobson.

On June 26, 2007, the Special Committee held a meeting at which it received reports from representatives of Locke Liddell and Houlihan Lokey on the sale process that had been conducted to date, the status of negotiations with AT&T, including a detailed discussion of the primary open items in the draft merger agreement, and the fact that the financial sponsor had indicated the previous day that it was concerned with its ability to submit a competitive acquisition proposal on June 27, 2007.

On June 27, 2007, Mr. Moore indicated to Mr. Everett Dobson that AT&T’s definitive proposal to acquire Dobson would likely be for merger consideration of approximately $12.50 per share of Class A and Class B common stock.

Later on June 27, 2007, Dobson’s board of directors held a meeting at which the board received reports from Mr. Everett Dobson and representatives of Morgan Stanley on the status of negotiations with AT&T and the financial sponsor that had withdrawn from the sale process earlier in the week and an overview of the sale process that had been conducted. Morgan Stanley also discussed the economics of the proposed transaction and Dobson’s share price performance over the last 12 months, recent merger and acquisition transactions in the wireless telecommunications industry and various preliminary financial analyses it had performed in connection with the proposed sale of Dobson. Representatives of Mayer Brown then reviewed for Dobson’s board of directors its fiduciary duties concerning a possible sale of Dobson and summarized and reviewed the terms and conditions of the draft merger agreement with AT&T and the status of negotiations with AT&T. The board was also advised by Mr. Everett Dobson and representatives of Wilkinson, Barker & Knauer LLP, outside regulatory counsel to Dobson, regarding the regulatory approval process and related risks. After further discussion and deliberation, Dobson’s board of directors directed Dobson’s executive management team and

On June 28, 2007, Mr. Everett Dobson and Mr. Moore discussed the process for finalizing the merger agreement. Mr. Dobson indicated that he believed Dobson’s board of directors would approve a transaction if AT&T increased the proposed cash merger consideration to $13.00 per share. Mr. Moore indicated that AT&T’s management would be prepared to recommend to AT&T’s board of directors that AT&T pay $13.00 per share of Class A and Class B common stock, but that $13.00 per share represented AT&T’s best and final offer and remained subject to finalizing the other definitive terms of the merger agreement. Mr. Everett Dobson and Mr. Moore agreed to direct their companies’ respective advisors and representatives to proceed with finalizing the merger agreement as promptly as practicable on that basis and to submit a draft merger agreement to the boards of directors of AT&T and Dobson the next day for their consideration.

On June 29, 2007, Mr. Moore informed Mr. Everett Dobson that AT&T’s board of directors had unanimously by all directors in attendance approved the merger agreement, including the proposed $13.00 per share cash merger consideration, at the AT&T board’s regularly scheduled meeting that day.

Also on June 29, 2007, the Special Committee convened to consider the proposed merger with AT&T. Houlihan Lokey presented and summarized various financial analyses to the Special Committee and, following a discussion with the Special Committee, Houlihan Lokey delivered orally its fairness opinion with respect to the merger consideration to be paid by AT&T pursuant to the merger agreement, which it later confirmed in its written opinion dated June 29, 2007, as described under “The Merger — Opinion of Houlihan Lokey.” After further deliberation and discussion, the Special Committee unanimously declared the merger upon the terms and subject to the conditions set forth in the merger agreement with AT&T and the other transactions contemplated by the merger agreement to be advisable and in the best interests of Dobson’s shareholders. The Special Committee also unanimously recommended that Dobson’s full board of directors approve the merger agreement with AT&T and declare the merger advisable. The Special Committee also approved the reimbursement to DCCLP of certain reasonable out-of-pocket expenses incurred by DCCLP in connection with the merger, including reasonable fees payable to legal, tax and other advisors retained by DCCLP for the period ending on June 29, 2007. These fees and expenses totaled approximately $49,000.

Thereafter, Dobson’s full board of directors convened to consider the proposed merger agreement with AT&T. Mr. Everett Dobson updated the board on discussions with AT&T since the June 27, 2007 board meeting. Morgan Stanley then presented and summarized various financial analyses to Dobson’s board of directors and, following a discussion with the board, Morgan Stanley delivered orally its fairness opinion, which it later confirmed in its written opinion dated June 29, 2007, as described under “The Merger — Opinion of Morgan Stanley,” that, as of such date, based upon and subject to various considerations set forth in the opinion, the merger consideration pursuant to the merger agreement was fair from a financial point of view to holders of shares of our common stock. Houlihan Lokey informed Dobson’s board of directors that, at a meeting of the Special Committee held earlier in the day on June 29, 2007, Houlihan Lokey had delivered orally its fairness opinion with respect to the merger consideration to be paid by AT&T pursuant to the merger agreement, which it later confirmed in its written opinion dated June 29, 2007, as described under “The Merger — Opinion of Houlihan Lokey.” Dobson’s board of directors was also informed that, at the same earlier meeting, the Special Committee had (i) unanimously declared the merger upon the terms and subject to the conditions set forth in the merger agreement with AT&T and the other transactions contemplated by the merger agreement advisable and in the best interests of Dobson’s shareholders and (ii) recommended that Dobson’s full board of directors approve the merger agreement with AT&T and declare the merger advisable. Mayer Brown then updated Dobson’s board of directors on the status of negotiations with AT&T and reviewed the terms and conditions of the merger agreement. Mayer Brown advised the board of the significant changes to the merger agreement since the last detailed report to the board. After further discussion and deliberation, Dobson’s board of directors approved and declared advisable the merger agreement and the transactions that it contemplates, including the merger, and recommended that the holders of shares of Dobson’s common stock approve and adopt the merger agreement and the transactions that it contemplates, including the merger. Thereafter, the merger agreement was executed.

Following the execution of the merger agreement by all parties, DCCLP delivered to Dobson a written shareholder consent in accordance with Oklahoma law and the provisions of Dobson’s bylaws voting for, and consenting to, the adoption of the merger agreement and approval of the transactions contemplated by the merger agreement, including the merger. DCCLP also executed and delivered to AT&T at the same time the support agreement described under “The Support Agreement.”

A press release was issued on June 29, 2007 announcing the execution of the merger agreement and the adoption of the merger agreement by DCCLP.

Dobson’s board of directors, acting with the advice and assistance of Dobson’s executive management team and Dobson’s outside legal and financial advisors, unanimously (1) approved and declared advisable the merger agreement and the transactions that it contemplates, including the merger, and (2) recommended that the holders of shares of Dobson’s common stock approve and adopt the merger agreement and the transactions that it contemplates, including the merger. Dobson’s board of directors considered the following principal factors, which in the aggregate it deemed favorable, in connection with its deliberations concerning the merger and the merger agreement (the order does not reflect relative significance):

Dobson’s board of directors also considered the following principal factors, which in the aggregate it deemed potentially negative, in its deliberations concerning the merger and the merger agreement (the order does not reflect relative significance):

The factors described above represent the material positive and negative factors that Dobson’s board of directors considered in connection with its deliberations regarding the merger and the merger agreement. Dobson’s board of directors concluded that, on balance, the positive factors relating to the merger and the merger agreement significantly outweighed the potentially negative factors. In view of the wide variety of

Pursuant to an engagement letter, dated as of April 11, 2007, Dobson’s board of directors retained Morgan Stanley to provide financial advisory services in connection with a possible sale of the company. Dobson’s board of directors selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s extensive knowledge of Dobson and the telecommunications industry and because of its experience and reputation in representing both targets and acquirors in connection with mergers and acquisitions. At a meeting of Dobson’s board of directors on June 29, 2007, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, that, as of June 29, 2007, based upon and subject to the various considerations set forth in the opinion, the merger consideration pursuant to the merger agreement was fair from a financial point of view to holders of shares of our common stock.

The full text of the written opinion of Morgan Stanley, dated as of June 29, 2007, is attached to this information statement as Annex D. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. We encourage you to read the entire opinion carefully. Morgan Stanley’s opinion is directed to Dobson’s board of directors and addresses only the fairness from a financial point of view of the consideration to be received by holders of shares of Dobson common stock pursuant to the merger agreement as of the date of the opinion. It does not address any other aspects of the merger. The opinion, and the other views and analysis of Morgan Stanley referenced throughout this information statement do not constitute any recommendation to any holder of Dobson shares as to any action that a shareholder may take in connection with the merger. The summary of the opinion of Morgan Stanley set forth in this information statement is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information supplied or otherwise made available to Morgan Stanley by Dobson for the purposes of its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of Dobson’s future financial performance. In addition, Morgan Stanley assumed that the merger will be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions. Morgan Stanley is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of us and our legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley did not make any independent valuation or appraisal of Dobson’s assets or liabilities, nor was it furnished with any such appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, June 29, 2007. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

The following is a summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter dated June 29, 2007. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Morgan Stanley reviewed management estimates of Dobson’s projected financial performance through year 2012, which we refer to in this section as the management case. Morgan Stanley also reviewed management estimates of Dobson’s projected financial performance through 2012 taking into account the potential impact of a less favorable roaming arrangement with AT&T in 2008 and beyond, which we refer to in this section as the sensitivity case. See “The Merger — Financial Projections (Unaudited).”

Morgan Stanley reviewed and analyzed future public market trading price targets for shares of Dobson’s Class A common stock prepared and published by equity research analysts. These targets reflect each analyst’s estimate of the future public market trading price of shares of Dobson’s Class A common stock. The range of equity analyst price targets for Dobson was $8.00 to $13.00 per share.

The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices shares of Dobson’s Class A common stock and these estimates are subject to uncertainties, including the future financial performance of Dobson and future financial market conditions.

Using publicly available information, Morgan Stanley performed an analysis of selected publicly traded wireless telecommunications companies that share some characteristics with Dobson. Although none of the selected companies is directly comparable to Dobson, the companies included were chosen because they are publicly traded companies with assets and operations that for purposes of this analysis may be considered similar to Dobson. Morgan Stanley analyzed the following companies:

Morgan Stanley reviewed financial information of such companies, including the ratios of enterprise value to forecasted calendar year 2007 and 2008 earnings before interest, taxes, depreciation and amortization, which we refer to as EBITDA. For the comparable companies, such forecasts were based on a compilation of publicly available projections by equity research analysts. Based upon Morgan Stanley’s review of the EBITDA multiples of the comparable companies (excluding those companies that, in Morgan Stanley’s view, were least comparable to Dobson), Morgan Stanley applied a range of multiples to Dobson’s EBITDA forecasts for 2007 and 2008, as provided by management, to arrive at a range of per share values for Dobson’s common stock as follows:

No company utilized in the comparable company analysis is identical to Dobson. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond Dobson’s control, such as the impact of competition on Dobson’s businesses and the industry generally, industry growth and the absence of any adverse material change in Dobson’s financial condition and prospects or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a sum-of-the-parts analysis for Dobson based upon the estimated valuations of Dobson’s in-region business and Dobson’s combined roaming and Eligible Telecommunications Carriers, or ETC, revenue stream as separate and independent business concerns at value levels for each consistent with values achieved for similar assets in comparable precedent acquisition transactions.

The multiple range used for the in-region business was 8.0x to 10.0x 2007 estimated EBITDA for the in-region business and the multiple range used for the combined roaming and ETC revenue stream was 6.0x to 7.0x 2007 estimated EBITDA for the combined roaming and ETC revenue stream, in each case using the management case. This sum-of-the-parts analysis resulted in a valuation range for shares of Dobson’s common stock of $6.14 to $9.81 per share. Morgan Stanley noted that this analysis was illustrative and did not include financial, legal, or other costs relating to a potential separation of the business, including the risk of negotiating and implementing any required network or transition services agreements.

No company or transaction utilized in the sum of the parts analysis is identical to Dobson or the acquisition. In evaluating the comparable companies and precedent transactions, Morgan Stanley made judgments and assumptions with regard to general business, market and financial conditions and other matters, which are beyond Dobson’s control, such as the impact of competition on Dobson’s business or the industry generally, industry growth and the absence of any material adverse change in the financial condition of Dobson or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value of the transactions to which they are being compared.

Using publicly available information, Morgan Stanley examined the terms of certain transactions involving acquisitions of wireless telecommunications companies since 2004. Morgan Stanley selected the following transactions (Target/Acquiror):

Based upon Morgan Stanley’s review of the EBITDA multiples of the precedent transactions (excluding those transactions that, in Morgan Stanley’s view, were least comparable to the merger) Morgan Stanley applied a range of multiples to Dobson’s EBITDA forecasts, as provided by management, to arrive at a range of implied per share prices for Dobson common stock as follows:

No company or transaction utilized in the analysis of selected precedent transactions is identical to Dobson or the merger. The companies involved in these selected precedent transactions may differ from Dobson with respect to asset type and business mode, and the selected precedent transactions may differ in timing and size. Accordingly, an analysis of the foregoing transactions necessarily involves complex considerations and judgments concerning Dobson’s financial and operating characteristics, and other factors that would affect the acquisition value of companies to which Dobson is being compared.

Morgan Stanley performed a discounted cash flow analysis for Dobson pursuant to the financial projections provided by Dobson’s management. Morgan Stanley did not include any assumed operational benefits from the transaction as part of this analysis. Morgan Stanley calculated unlevered free cash flows through 2013, and calculated terminal values by applying a range of multiples from 7.0x to 8.0x to the next 12 months EBITDA beyond 2012. This range of multiples was derived from a review of normalized historical trading multiples for certain wireless communications companies. The cash flow streams and terminal values were then discounted back to December 31, 2007 using a range of the weighted average cost of capital for

Morgan Stanley also analyzed Dobson from the perspective of a potential purchaser that was not a strategic buyer, but rather was primarily a financial buyer that would effect a leveraged buyout of Dobson. This analysis assumed a leveraged buyout of Dobson’s consolidated businesses, based on the same financial forecasts described above.

Based on its experience, Morgan Stanley assumed that a financial sponsor would seek an internal rate of return ranging from 15% to 25% over a five-year time period, and that such a buyer would assume that it would be able to sell its investment in Dobson in 2012 at an enterprise value that represented a multiple of 7.5x 2013 estimated EBITDA. Based on these assumptions, for the management case, Morgan Stanley derived a current valuation range of $9.83 to $12.36 per share assuming an initial leverage multiple on 2007 estimated EBITDA of 7.0x, and $10.41 to $12.59 per share assuming an initial leverage multiple on 2007 estimated EBITDA of 7.5x. Based on such assumptions, for the sensitivity case, Morgan Stanley derived a current valuation range of $8.00 to $9.58 per share assuming an initial leverage multiple on 2007 estimated EBITDA of 7.0x, and $8.58 to $9.81 per share assuming an initial leverage multiple on 2007 estimated EBITDA of 7.5x.

In connection with the review of the merger by Dobson’s board of directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of Dobson. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Many of these assumptions are beyond the control of Dobson. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness of the merger consideration pursuant to the merger agreement from a financial point of view to holders of shares of Dobson’s common stock and in connection with the delivery of its opinion to Dobson’s board of directors. These analyses do not purport to be appraisals or to reflect the prices at which shares of Dobson’s common stock might actually trade.

The merger consideration was determined through arm’s-length negotiations between Dobson and AT&T and was approved by Dobson’s board of directors. Morgan Stanley provided advice to Dobson during these negotiations. Morgan Stanley did not, however, recommend any specific merger consideration to Dobson or that any specific merger consideration constituted the only appropriate merger consideration for the merger.

Morgan Stanley’s opinion and its presentation to Dobson’s board of directors was one of many factors taken into consideration by Dobson’s board of directors in deciding to approve and declare advisable the merger agreement. Consequently, the analyses described above should not be viewed as determinative of the opinion of Dobson’s board of directors with respect to the merger consideration or of whether Dobson’s board of directors would have been willing to agree to a different merger consideration.

Dobson’s board of directors retained Morgan Stanley based on Morgan Stanley’s extensive knowledge of Dobson, the telecommunications industry and the wireless sector of the telecommunications industry and because of its experience and reputation in representing both targets and acquirors in connection with mergers and acquisitions. In the ordinary course of its trading, brokerage, investment management and financing activities, Morgan Stanley or its affiliates may actively trade the equity securities of Dobson for its own accounts or for the accounts of its customers and, accordingly, may at any time hold long or short positions in such securities.

Under the terms of its engagement letter, Morgan Stanley provided Dobson financial advisory services and a fairness opinion in connection with the merger, and Dobson agreed to pay Morgan Stanley a fee of $16.5 million, which is contingent upon completion of the merger. Dobson has also agreed to reimburse Morgan Stanley for certain of its expenses incurred in performing its services. In addition, Dobson has agreed to indemnify Morgan Stanley and its affiliates, their respective directors, officers, agents and employees and each person, if any, controlling Morgan Stanley or any of its affiliates against certain liabilities and expenses, including certain liabilities under the federal securities laws, related to or arising out of Morgan Stanley’s engagement. In the past, Morgan Stanley and its affiliates have provided, and in the future may provide, financial advisory and financing services for Dobson and AT&T and have received, and in the future may receive, fees in connection with such services.

The Special Committee retained Houlihan Lokey as the Special Committee’s financial advisor and to provide a financial fairness opinion to the Special Committee in connection with the merger. On June 29, 2007, Houlihan Lokey rendered its oral opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated as of June 29, 2007) that, as of that date and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the merger consideration to be received by the holders of the outstanding shares of our Class A common stock in the merger was fair to those holders (other than Everett R. Dobson, Stephen T. Dobson, DCCLP and the Dobson Family Shareholders) from a financial point of view.

Houlihan Lokey’s opinion was directed to the Special Committee and only addressed the fairness from a financial point of view of the merger consideration to be received by the holders of the outstanding shares of our Class A common stock, other than the Dobson Family Shareholders, in the merger and did not address any other aspect or implication of the merger. The summary of Houlihan Lokey’s opinion in this information statement is qualified in its entirety by reference to the full text of Houlihan Lokey’s written opinion, which is included as Annex E to this information statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion. Neither Houlihan Lokey’s written opinion nor the summary of its opinion and the related analyses set forth in this information statement are intended to be, and do not constitute, advice or a recommendation to any shareholder as to how such shareholder should act with respect to the merger.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Dobson advised Houlihan Lokey, and Houlihan Lokey assumed that the management forecasts and the sensitivity case forecasts reviewed by Houlihan Lokey were reasonably prepared in good faith, and Houlihan Lokey expressed no opinion with respect to those forecasts or the assumptions on which they were based. Management of Dobson advised Houlihan Lokey, and for purposes of its opinion, Houlihan Lokey took into account, that the management forecasts were subject to various risks and uncertainties as reflected in the sensitivity case forecasts. In particular, the sensitivity case forecasts assumed an unfavorable renegotiation of Dobson’s roaming agreement with AT&T. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Dobson since the date of the most recent financial statements reviewed by Houlihan Lokey, and that there was no information or any facts that would make incomplete or misleading any of the information reviewed by Houlihan Lokey.

Houlihan Lokey relied upon and assumed, without independent verification, that:

Houlihan Lokey also relied upon and assumed, without independent verification, that:

In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement and other documents would not differ in any material respect from the merger agreement and other documents provided to Houlihan Lokey.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal of any of the assets, properties or liabilities (fixed,

Houlihan Lokey was not requested to, and did not:

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring after the date of its opinion.

Houlihan Lokey’s opinion was furnished for the use and benefit of the Special Committee in connection with its consideration of the merger and was not intended to, and did not, confer any rights or remedies upon any other person, and was not intended to be used, and may not be used, for any other purpose, without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. Houlihan Lokey’s opinion was not intended to be, and did not constitute, a recommendation to the Special Committee, Dobson’s board of directors, any security holder or any other person as to how to act with respect to the merger;

Houlihan Lokey was not requested to opine as to, and its opinion did not address:

Houlihan Lokey also did not render or issue any opinion, counsel or interpretation in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations have been or would be obtained from the appropriate professional

In preparing its opinion to the Special Committee, Houlihan Lokey performed a variety of analyses, including the material analyses described below. The summary of Houlihan Lokey’s valuation analyses is not a complete description of the analyses underlying Houlihan Lokey’s fairness opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses are readily susceptible to partial analysis or summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Houlihan Lokey believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Houlihan Lokey considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of the written opinion. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. The implied reference range values indicated by Houlihan Lokey’s analyses are illustrative and not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Dobson and the control of Houlihan Lokey. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion and analyses were provided to the Special Committee in connection with its consideration of the proposed merger and were among many factors considered by the Special Committee in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the merger consideration or of the views of the Special Committee, Dobson’s board of directors or Dobson’s management with respect to the merger.

The following is a summary of the material valuation analyses performed in connection with the preparation of Houlihan Lokey’s written opinion rendered to the Special Committee on June 29, 2007. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying and the assumptions, qualifications and limitations affecting each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics including:

Houlihan Lokey calculated multiples of enterprise value and considered certain financial data for selected telecommunications companies. Enterprise values used in this analysis were calculated using the closing price of the common stock of the selected telecommunications companies listed below as of June 28, 2007, fully diluted shares outstanding based on the treasury method and net debt of the relevant company as reflected in its most recent periodic filing filed with the SEC prior to June 28, 2007. Historical financial results and subscriber data for the selected telecommunications companies and Dobson were derived from the relevant company’s SEC filings and other public sources. Estimates for the selected telecommunications companies were based on publicly available research analyst estimates for those companies. All estimates for Dobson were based on the management forecasts provided by Dobson to Houlihan Lokey.

Houlihan Lokey calculated the following valuation multiples:

The companies selected by Houlihan Lokey were:

The selected companies analysis indicated the following:

Houlihan Lokey applied multiple ranges based on the selected companies analysis to Dobson’s 2007 and 2008 EBITDA projections. Houlihan Lokey determined that the multiple ranges of 8.5x to 9.5x for the projected 2007 EBITDA and 8.0x to 9.0x for the projected 2008 EBITDA were most applicable to Dobson based on its consideration of various factors and judgments about current market conditions and characteristics of such companies, including qualitative judgments involving non-mathematical considerations. This analysis

None of the selected comparable companies is identical to Dobson. In evaluating companies identified by Houlihan Lokey as comparable to Dobson or otherwise relevant to Houlihan Lokey’s analysis of Dobson, Houlihan Lokey made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters. Many of these matters are beyond Dobson’s control, such as the impact of competition on Dobson’s business, industry growth and the absence of any material change in Dobson’s financial condition and prospects, the industry, the financial markets in general or the selected companies identified above. Accordingly, a complete analysis of the results of the foregoing calculations cannot be limited to a quantitative review of the results and involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies identified above and other factors that could affect the public trading dynamics of the selected companies, as well as those of Dobson.

Houlihan Lokey separately calculated multiples of enterprise value to certain financial data based on the purchase prices paid in (1) selected publicly-announced transactions involving target companies Houlihan Lokey deemed relevant and (2) selected Sprint or Nextel affiliates’ publicly-announced transactions involving target companies Houlihan Lokey deemed relevant, which we refer to as the “affiliate transactions.” The enterprise values for the target companies used in this analysis were calculated as of the announcement date of the relevant transaction based on the purchase prices paid in the selected transactions as reflected in publicly available data regarding the relevant transaction. Financial results, subscriber and population data for the target companies were derived from the relevant company’s SEC filings and other public sources as of the most recent date prior to announcement of the relevant transaction for which this information was publicly available.

The calculated multiples included:

The selected transactions were:

The selected transactions analysis indicated the following:

The selected affiliate transactions were:

The selected affiliate transactions analysis indicated the following:

Houlihan Lokey applied multiple ranges based on the selected companies analysis to the 2007 EBITDA projection for Dobson reflected in the management forecasts. Houlihan Lokey determined that the multiple range of 9.0x to 10.0x for the projected 2007 EBITDA was most applicable to Dobson based on its consideration of various factors and judgments about current market conditions and characteristics of the selected transactions and the companies party to those transactions, including qualitative judgments involving non-mathematical considerations. This analysis indicated a reference range of implied values per share of Dobson’s Class A common stock of $11.30 to $13.74, as compared to the proposed merger consideration of $13.00 per share of Dobson’s Class A common stock.

Houlihan Lokey’s analysis did not take into account different market and other conditions during the period in which the transactions identified have occurred. None of the transactions analyzed by Houlihan Lokey is identical to the proposed merger. Accordingly, a complete analysis of the results of the foregoing calculations cannot be limited to a quantitative review of the results and involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies party to those transactions as well as the transactions and other factors that could affect the transactions and the proposed merger.

Houlihan Lokey also calculated the net present value of Dobson’s unlevered, after-tax cash flows based on both the management forecast and the sensitivity case forecast provided by Dobson’s management. In performing this analysis, Houlihan Lokey used discount rates ranging from 9% to 11% based on Dobson’s estimated weighted average cost of capital and terminal value based on EBITDA multiples ranging from 5.5x to 9.5x. Based on the management forecast and focused on using a discount rate range of 9.5% to 10.5% and terminal multiples ranging from 6.5x to 8.5x, the discounted cash flow analyses indicated a reference range of implied values per share of Dobson’s Class A common stock of $9.71 to $14.70, as compared to the proposed merger consideration of $13.00 per share of Dobson’s Class A common stock. Based on the sensitivity case forecasts, using the same discount rate and terminal multiple assumptions ranges as above, the discounted cash flow analyses indicated a reference range of implied values per share of Dobson’s Class A common stock of $7.27 to $11.95, compared to the proposed merger consideration of $13.00 per share of Dobson’s Class A common stock.

While discounted cash flow analysis is a widely accepted and practiced valuation methodology, it relies on a number of assumptions, including discount rates and financial forecasts. The valuation derived from the discounted cash flow analysis is not necessarily indicative of Dobson’s present or future value or results.

Houlihan Lokey analyzed Dobson from the perspective of a potential purchaser that was primarily a financial sponsor that would effect a leveraged buyout of Dobson using a debt capital structure consistent with the proposed merger. Houlihan Lokey assumed that a financial sponsor would exit its investment in Dobson at an aggregate value range that represented a multiple of 7.0x to 8.0x of projected EBITDA for Dobson for 2011 reflected in the management forecast. Houlihan Lokey also assumed that financial sponsors would likely target a range of internal rate of return on their equity investment of 17.5% to 22.5%. This analysis resulted in implied per share values of Dobson ranging from $10.05 to $12.29, as compared to the proposed merger consideration of $13.00 per share of Dobson’s Class A common stock.

Houlihan Lokey conducted an analysis of the premium implied by the proposed merger consideration of $13.00 per share of Dobson’s Class A common stock as compared to the recent trading price of our stock. Houlihan Lokey observed a 29% premium to the closing price of $10.09 on June 22, 2007, the last trading day prior to an article published in The Wall Street Journal reporting that Dobson was considering its strategic alternatives, including a sale of the company, and had retained a financial advisor to assist it. Houlihan Lokey also observed a premium to the 30-day and 90-day average trading price through June 22, 2007 of 26% and 37%, respectively.

We engaged Houlihan Lokey pursuant to a letter agreement dated as of May 17, 2007 to render an opinion to the Special Committee with respect to the fairness from a financial point of view of the merger consideration to be received by the holders of shares of our Class A common stock, other than Dobson Family Shareholders, in the merger. The independent members of Dobson’s board of director’s selected Houlihan Lokey based on Houlihan Lokey’s experience and reputation in representing independent directors and Special Committees in

In the ordinary course of business, certain of Houlihan Lokey’s affiliates, as well as investment funds in which they may have financial interests, may acquire, hold or sell long or short positions, or trade or otherwise effect transactions in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, Dobson and AT&T or any other party that may be involved in the merger and their respective affiliates, or any currency or commodity that may be involved in the merger. Houlihan Lokey and its affiliates have in the past provided and in the future may provide investment banking, financial advisory and other financial services to Dobson or AT&T for which Houlihan Lokey and its affiliates have received, and expect to receive, compensation, including, among other things, having acted as financial advisor in connection with Dobson’s recapitalization in 2005.

Dobson does not as a general practice publicly disclose forecasts or internal projections as to future operating results. However, in the course of its discussions with AT&T, Dobson prepared and provided to AT&T certain non-public business and financial information, including projections. This information did not take into account the proposed merger between Dobson and Merger Sub, the redemption of our Series F Convertible Preferred Stock as set forth in the merger agreement or the repayment of indebtedness in connection with the merger.

In connection with the negotiation of the merger agreement, our management provided to our board of directors the following projections for our operating results for 2007 through 2012, referred to as the management case, which were also provided to Morgan Stanley and Houlihan Lokey in connection with the preparation of the fairness opinions rendered by Morgan Stanley and Houlihan Lokey. Only the 2007 portion of the management case was provided to AT&T.

Our management also provided to our board of directors the following projections for our operating results for 2007 through 2012, referred to as the sensitivity case (and as the downside case in the Houlihan Lokey written opinion), which were also provided to Morgan Stanley and Houlihan Lokey in connection with the preparation of the fairness opinions rendered by those firms. The sensitivity case/downside case included alternative and less favorable assumptions regarding Dobson’s roaming arrangements with AT&T in 2008 and beyond.

For further information on the financial advisors’ opinions, see “— Opinion of Morgan Stanley” and “— Opinion of Houlihan Lokey” above.

While these projections were prepared in good faith by Dobson’s management, no assurance can be made regarding future events. The estimates and assumptions underlying the projections and financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties, all of which are difficult to predict and many of which are beyond our control. In addition, the projections were prepared with a view of Dobson on a stand-alone basis, and without reference to costs incurred in connection with the merger. In addition, the forgoing information does not reflect costs that, in the event the merger is not completed, Dobson likely would incur as a result of the impact of agreeing to the proposed merger on our business and operations. Accordingly, actual results likely will differ, and may differ materially, from those presented in the projections, even if the merger is not completed. Such projections cannot, therefore, be considered a reliable predictor of future operating results, and this information should not be relied on as such.

The projections in this section were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial data, published guidelines of the SEC regarding forward-looking statements or U.S. generally accepted accounting principles. In the view of Dobson’s management, the projections were prepared on a reasonable basis. However, the projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this information statement are cautioned not to place undue reliance on this information.

The projections were prepared in June 2007 and have not been updated to reflect any changes since that date. We do not intend to update or otherwise revise the projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error.

Under Oklahoma law and our organizational documents, the approval and adoption of the merger agreement by our shareholders may be effected by written consent of the shareholders holding a majority of the voting power of our outstanding shares of capital stock entitled to vote on the merger. Each share of our Class A common stock is entitled to one vote in respect of the approval and adoption of the merger agreement, and each share of our Class B common stock is entitled to ten votes in respect of the approval and adoption of the merger agreement. Our Class A common stock and Class B common stock vote together as a single class on the approval and adoption of the merger agreement.

On June 29, 2007, the date that the merger agreement was signed, DCCLP delivered its written consent adopting the merger agreement and approving the transactions contemplated by the merger agreement, including the merger. Mr. Everett Dobson, the Chairman of our board of directors, controls DCCLP as the sole stockholder and one of two directors of the general partner of DCCLP, and Mr. Stephen Dobson, a director and our Secretary, is the other director of the general partner of DCCLP.

At the time that DCCLP’s written consent was delivered, there were 152,439,789 shares of Class A common stock and 19,418,021 shares of Class B common stock outstanding, and DCCLP owned shares of Class A common stock and Class B common stock representing approximately 56.5% of the total voting power of the outstanding shares of Dobson common stock entitled to vote on the adoption of the merger agreement as of June 29, 2007. Accordingly, DCCLP’s action by written consent was sufficient to adopt the merger agreement and to approve the merger. Because no further action by any other Dobson shareholder is required, Dobson has not and will not be soliciting your approval of the merger agreement and does not intend to call a shareholders meeting for purposes of voting on the transaction.

When actions are taken by written consent of less than all of the shareholders entitled to vote (or consent in writing in lieu of voting) on a matter, as was the case when DCCLP delivered its written consent with respect to the merger, Section 1073 of the OGCA requires an Oklahoma corporation promptly to send notice of the action to its shareholders entitled to vote on the matter who did not vote or consent in writing in lieu of voting. We mailed this required written notice on or about July 10, 2007 to all of the holders of shares of our Class A common stock.

The DCCLP written consent approving and adopting the merger agreement was delivered on June 29, 2007, which is the record date fixed by Dobson’s board of directors for shareholders entitled to vote on the adoption of the merger agreement. This date is used for determining the shareholders entitled to receive notice of the shareholder action by written consent and to receive this information statement and for determining the number of shares of Dobson common stock outstanding and therefore necessary to adopt the merger agreement. On June 29, 2007, there were 152,439,789 shares of Class A common stock and 19,418,021 shares of Class B common stock outstanding.

Dobson’s shareholders should be aware that some of Dobson’s directors and executive officers have interests in the transaction that are different from, and/or in addition to, the interests of Dobson shareholders generally. The members of the board of directors are independent of and have no economic interest or expectancy of an economic interest in AT&T, Merger Sub or their affiliates, and will not retain an economic interest in the surviving corporation following the merger except as discussed below. Dobson’s board of directors and the Special Committee were aware of these differing interests and considered them, among other matters, in evaluating and negotiating the merger agreement and the merger and in recommending that the merger agreement be approved and adopted.

Unvested and outstanding options to acquire Dobson common stock that were granted under Dobson Communications Corporation 1996 Stock Option Plan, Dobson Communications Corporation 2000 Stock Incentive Plan and Dobson Communications Corporation 2002 Stock Incentive Plan will become vested and exercisable immediately prior to the merger. Options subject to such acceleration may be exercised by the option holder prior to the effective date of the merger.

The merger agreement provides that, upon the effectiveness of the merger, each outstanding option to acquire Dobson common stock granted under our stock plans (including those held by our directors and executive officers), whether vested or unvested, will be cancelled in exchange for the right to receive a cash payment, without interest and less any applicable tax withholdings, equal to (1) the total number of shares of Dobson common stock subject to the option multiplied by (2) the excess, if any, of $13.00 over the exercise price per share under such option. Option holders will receive no additional amounts after such cancellation.

The table below sets forth, as of August 31, 2007, for each of Dobson’s directors and executive officers, (a) the number of shares subject to vested options for Dobson common stock, (b) the value of such vested options, calculated by multiplying (1) the excess (if any) of $13.00 over the per share exercise price of the option by (2) the number of shares subject to the option, and without regard to deductions for income taxes and other withholding, (c) the number of additional options that may vest in the ordinary course of business or will vest upon effectiveness of the merger, as applicable, depending on the effective date of the merger, (d) the value of such additional options, calculated by multiplying (1) the excess (if any) of $13.00 over the per share exercise price of the option by (2) the number of shares subject to the option, and without regard to deductions for income taxes and other withholding, (e) the aggregate number of shares subject to vested options and options that may vest in the ordinary course of business or will vest as a result of the merger, as applicable, depending on the effective date of the merger and (f) the aggregate value of all such vested options and options that may vest in the ordinary course of business or will vest as a result of the merger, as applicable, depending on the effective date of the merger, calculated by multiplying (1) the excess of $13.00 over the per share exercise price of the option by (2) the number of shares subject to the option, and without regard to deductions for income taxes and other withholding.

In the second half of 2006, Dobson began the process of entering into new employment agreements and change in control agreements with substantially uniform terms with certain of our executive officers (other than Steven P. Dussek, as discussed below), and other key employees. One of the purposes of entering into these agreements with such key employees was to encourage their retention during the time in which Dobson was exploring strategic alternatives for the company, as well as during any period after a transaction was announced. In the face of Dobson exploring strategic alternatives, we were concerned about the loss of key management talent to operate our business. Similarly, in connection with the approval of the merger, we amended our 2007 Performance Bonus Plan for officers to provide for proration of bonuses as described below and adopted a retention bonus plan. We believed these measures were necessary to help encourage the retention of key employees, and to attract new employees, during the pendency of the merger, the

Employment Agreements.  The closing of the merger will constitute a change in control under the employment agreements, all dated June 6, 2007, between Dobson and the following executive officers: Timothy J. Duffy, Frank A. Franzese, Bruce R. Knooihuizen, R. Thomas Morgan and Thomas K. Roberts. In the event the merger is completed and, during the period ending one year thereafter, any of the foregoing executive officers terminates his employment for good reason (as such term is defined in such employment agreements), or the executive officer is terminated by Dobson or the surviving corporation of the merger at any time without cause (as such term is defined in such employment agreements), he will be entitled to the following payments and benefits:

Steven P. Dussek.  Under an employment agreement, dated April 1, 2005, between Dobson and Steven P. Dussek, if Mr. Dussek’s employment is terminated by Dobson or the surviving corporation of the merger without cause or he terminates his employment for good reason (as such terms are defined in his employment agreement), Mr. Dussek will be entitled to the following payments and benefits:

In addition, a “gross-up” payment will be provided by Dobson or the surviving corporation of the merger in the amount necessary to cover any “golden parachute” excise tax imposed on Mr. Dussek under Section 4999 of the Internal Revenue Code and any federal, state and local income tax and excise tax imposed on Mr. Dussek as a result of the receipt of the gross-up payment (but there shall be no “gross-up” payment by reason of any excise tax imposed on Mr. Dussek by section 409A of the Internal Revenue Code).

Trent W. LeForce.  The closing of the merger will constitute a change in control under a Change in Control Agreement, dated June 6, 2007, between Dobson and Trent W. LeForce. In the event the merger is completed and the surviving corporation of the merger elects not to continue the employment of Mr. LeForce in connection with the merger, or prior to the first anniversary of the effective date of the merger Mr. LeForce is terminated without cause (as such term is defined in his change in control agreement), he will be entitled to the following payments and benefits:

AT&T has informed Dobson that employment decisions regarding the surviving corporation post-merger have not yet been finalized. It is possible that some or all of Dobson’s executive officers will be terminated in connection with the merger on terms that would entitle them to benefits under the change in control and employment agreements as described above. If all of the executive officers were terminated as of December 31, 2007 under circumstances that would result in payment of the benefits under the change in control and employment agreements or under our 2007 Performance Bonus Plan, as applicable, Dobson’s executive officers would be entitled to the following payments:

2007 Performance Bonus Plan.  On June 29, 2007, Dobson’s board of directors ratified the resolutions adopted by the Compensation Committee of Dobson’s board of directors that, in the event the employment of any participant in the 2007 Performance Bonus Plan is terminated on or prior to December 31, 2007 and such termination is neither by Dobson for cause nor a voluntary termination by the participant, the participant shall receive a pro rata payment under the bonus plan determined as if any subjective or individual performance criteria applicable to the participant have been 100% satisfied, and measuring objective performance criteria by comparing the actual performance of Dobson for 2007 through the end of the month prior to the date of termination against the budget targets for those objective performance criteria levels for the period. To the extent such criteria are deemed to be satisfied in accordance with the foregoing such that a bonus would be payable to the participant, such bonus shall be prorated for the portion of 2007 prior to the employment termination date and shall be due and payable within ten days after termination.

Retention Bonus Plan.  On June 29, 2007, Dobson’s board of directors ratified the resolutions adopted by the Compensation Committee of Dobson’s board of directors approving a Retention Bonus Plan to provide appropriate incentives to employees to maintain their employment at Dobson from the signing of a definitive merger agreement with AT&T through the completion of the transaction and a short time thereafter. The total amount to be distributed under the retention plan is capped at $19,401,000. Dobson’s executive officers have discretion as to the allocation of payments under the Retention Bonus Plan to individual employees, but total payments to any single employee may not exceed 200% of the sum of such employee’s annual salary and bonus. Fifty percent of an employee’s retention bonus will be paid at the completion of the merger, and the remaining 50% of each employee’s retention bonus will be paid 30 days after the completion of the merger.

Dobson Communications Corporation Deferred Compensation Plan.  On June 29, 2007, Dobson’s board of directors ratified the resolutions adopted by the Compensation Committee of Dobson’s board of directors approving a nonqualified deferred compensation plan for certain highly compensated management employees. Participants in this plan may defer up to 100% of bonus payments and base salary. Unless otherwise distributed in accordance with the plan, amounts deferred shall be payable to the participant within 30 days after the effective date of a change in control (as such term is defined in the deferred compensation plan). The only executive officer who has elected to participate in the Dobson Communications Corporation Deferred Compensation Plan is Mr. Knooihuizen, who has deferred all of his 2007 performance bonus for a period of five years.

Reimbursement of DCCLP Expenses.  In connection with the merger, the Special Committee determined that DCCLP was a necessary and essential party to the negotiation of the merger and merger agreement and that it incurred expenses in connection with such negotiations. The Special Committee unanimously approved the reimbursement to DCCLP, a limited partnership controlled by Mr. Everett Dobson, the Chairman of our board of directors and the sole stockholder and one of two directors of the general partner of DCCLP (Mr. Stephen Dobson, a director and our Secretary, is the other director of the general partner of DCCLP) of reasonable out-of-pocket expenses (including reasonable fees payable to various legal, tax and other advisors) incurred by DCCLP directly in connection with the merger in a total amount not to exceed $1 million.

The merger agreement provides that from and after the effective time of the merger, AT&T will, and will cause the surviving corporation to, indemnify and hold harmless each present and former director and officer of Dobson or any of its subsidiaries, and each person who served at the request of Dobson as a director, officer, trustee, fiduciary or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (when acting in such capacity) determined as of the effective time of the merger, against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger, to the fullest extent permitted under applicable law, subject to certain limitations. AT&T and the surviving corporation will also advance expenses as incurred to the fullest extent permitted under applicable law, provided the indemnified person agrees to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

These indemnification rights are in addition to any rights provided to the indemnified party under the organization documents of Dobson or its subsidiaries or the laws of their jurisdictions of formation. AT&T and the surviving corporation are also required to maintain for at least six years after completion of the merger, indemnification, exculpation and advancement of expense provisions in the surviving corporation’s certificate of incorporation and by-laws that are at least as favorable to the indemnified party as those currently in Dobson’s certificate of incorporation and by-laws.

The merger agreement also provides that, for six years after the completion of the merger, the surviving corporation will maintain directors’ and officers’ liability insurance for acts or omissions occurring prior to the completion of the merger with coverage in amount and scope at least as favorable as the coverage Dobson maintained as of the date of the merger agreement. The surviving corporation’s obligation to provide this insurance coverage is subject to a cap of 300% of the last annual premium paid by Dobson prior to the date of

The following is a summary of certain material U.S. federal income tax consequences of the merger to our shareholders whose shares of our common stock are converted into the right to receive cash upon the merger. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our shareholders. The discussion is based on the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, applicable current and proposed U.S. Treasury Regulations, judicial authority, and administrative rulings and practice, all of which are subject to change, possibly with retroactive effect. The discussion applies only to U.S. holders (as defined below) who hold shares of our capital stock as capital assets, unless otherwise indicated below, and does not address the tax consequences that may be relevant to a particular shareholder subject to special treatment under certain U.S. federal income tax laws, such as dealers in securities, banks, insurance companies, other financial institutions, mutual funds, real estate investment trusts, tax-exempt organizations, investors in pass-through entities, shareholders who hold our shares as part of a hedge, wash sale, synthetic security, conversion transaction, or other integrated transaction, and shareholders who acquired shares of our capital stock pursuant to the exercise of options or otherwise as compensation or through a tax-qualified retirement plan. In addition, this discussion does not address any tax considerations under state, local or foreign tax laws or under any U.S. federal laws other than those pertaining to the U.S. federal income tax that may apply to holders. If our capital stock is held by a partnership, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Shareholders, particularly partnerships that are holders of our capital stock and partners in partnerships, are urged to consult their own tax advisors regarding the consequences to them of the merger.

For purposes of this summary, a “U.S. holder” is a holder of shares of our capital stock, who is, for U.S. federal income tax purposes:

A “non-U.S. holder” is a person (other than a partnership) that is not a U.S. holder.

The receipt of the merger consideration (which consists solely of cash) for shares of our common stock as a result of the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder who surrenders shares of our common stock for cash as a result of the merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received and the shareholder’s adjusted tax basis in the shares of our common stock surrendered. Gain or loss will be determined separately for each block of shares (i.e., shares acquired at the same cost in a single transaction) surrendered for cash in connection with the merger. Such gain or loss will be long-term capital gain or loss provided that a U.S. holder held such shares for more than one year at the time of the completion of the merger. Long-term capital gains of individuals are eligible for reduced rates of taxation. There are limitations on the deductibility of capital losses.

A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized on the disposition of our shares of Class A common stock and Class B common stock, as the case may be, in the merger unless:

An individual who is present in the United States for 183 days or more in the taxable year in which our common stock is disposed of in the merger is encouraged to consult his or her own tax advisor regarding the U.S. federal income tax consequences of the merger.

Certain of our shareholders may be subject to U.S. information reporting and backup reporting. Backup withholding (currently at a rate of 28%) will apply to all cash payments to which a non-corporate U.S. holder is entitled pursuant to the merger agreement if such U.S. holder fails to provide a taxpayer identification number (Social Security number, in the case of individuals, or employer identification number, in the case of other shareholders), certify that such number is correct, and otherwise comply with the backup withholding tax rules. Corporations are generally exempt from backup withholding. In order to provide the information and certification necessary to avoid backup withholding tax, each non-corporate U.S. holder should complete and sign the substitute Form W-9, which will be included as part of the letter of transmittal and which the paying agent will provide to you after the merger and return it to the paying agent designated by AT&T in the letter of transmittal, unless an exemption applies and is established in a manner satisfactory to the paying agent. Shareholders who are non-U.S. holders should complete and sign a statement (such as Internal Revenue Service Form W-8BEN) attesting to its exempt status and return it to the paying agent in order to provide the information and certification necessary to avoid backup withholding tax or otherwise establish an exemption from backup withholding tax.

Any amounts withheld under the backup withholding tax rules from a payment to a shareholder will be allowed as a refund or credit against the shareholder’s U.S. federal income tax liability, provided that the required procedures are followed. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.

Shareholders considering the exercise of their appraisal rights should consult their own tax advisors concerning the application of U.S. federal income tax laws to their particular situations, as well as any consequences of the exercise of such rights arising under the laws of any other taxing jurisdiction.

The U.S. federal income tax consequences set forth above are for general information purposes only and are not intended to constitute a complete description of all tax consequences relating to the merger. Because individual circumstances may differ, each shareholder should consult the shareholder’s tax advisor regarding the applicability of the rules discussed above to the shareholder and the particular tax effects to the shareholder of the merger, including the application of state, local and foreign tax laws.

The merger will be accounted for as an acquisition of Dobson by AT&T under the purchase method of accounting according to U.S. generally accepted accounting principles. Under the purchase method of accounting, the assets and liabilities of the acquired company are, as of completion, recorded at their respective fair values and added to those of the reporting public issuer, including an amount for goodwill representing between the purchase price and the fair value of the identifiable net assets.

Antitrust Clearance.  The merger is subject to the requirements of the HSR Act, which prevents us from completing the merger until we furnish required information and materials to the DOJ and the FTC and the applicable waiting period is terminated or expires. On July 20, 2007, we filed the requisite Pre-Merger Notification and Report Forms under the HSR Act with the DOJ and the FTC. On August 20, 2007, Dobson and AT&T received a second request from the DOJ in connection with the merger. The second request will extend the waiting period imposed by the HSR Act until 30 days after Dobson and AT&T have substantially complied with the second request, unless that period is voluntarily extended by the parties or terminated sooner by the DOJ.

FCC Approval.  Under the Communications Act, Dobson and AT&T are required to obtain the approval of the FCC prior to the transfer of control of Dobson’s FCC licenses and other authorizations that will result from the merger. On July 13, 2007, Dobson and AT&T filed applications for FCC consent to the transfer of control of licenses and authorizations held directly by Dobson and indirectly through its subsidiaries. Applications for FCC consent are subject to petitions to deny and comments from third parties. In a public notice dated July 26, 2007, the FCC set August 27, 2007 as the deadline for such petitions and comments. Three parties, Mid-Tex Cellular Ltd., East Kentucky Network, LLC and T-Mobile USA, Inc., made filings asking the FCC either to deny or place conditions upon its approval of the merger. Oppositions to the petitions to deny and the comments that were filed are due on September 6, 2007. Dobson and AT&T intend to file a Joint Opposition to those petitions and the comments on that due date. Replies to such oppositions or responses are due on September 13, 2007. The FCC has set for itself a goal of completing action on transfer of control applications within 180 days after public notice of the application, which is January 22, 2008 for the applications filed by Dobson and AT&T, although no law or regulation requires the FCC to complete its action within that time period.

State Regulatory Approvals.  The parties have filed notices of the merger in six states. Regulators in West Virginia and Arizona assert that their state laws or rules require prior approval of the transaction. The parties filed applications seeking approval of the transaction in West Virginia and Arizona on July 13, 2007 and August 1, 2007, respectively, while preserving the position that state review of the transaction is preempted under 47 U.S.C.A. 332 (C)(3)(A). The West Virginia Public Service Commission and/or the Arizona Corporation Commission may subject our filings to public comments, objections by third parties or other proceedings. The West Virginia Public Service Commission and the Arizona Corporation Commission typically act on these types of transactions in not more than 90 days and approximately 120 days, respectively, although they are under no specific statutory deadlines for action.

The discussion set forth below is a summary of appraisal rights under Oklahoma law. The text of the relevant provisions of Oklahoma law is attached as Annex F to this information statement. Shareholders intending to exercise appraisal rights should carefully review Annex F. Failure to follow precisely any of the statutory procedures set forth in Annex F may result in a termination or waiver of these rights.

Any Dobson shareholder who desires to exercise appraisal rights and is eligible under Section 1091 of the OGCA to do so must, in addition to satisfying the other conditions set forth in Section 1091 of the OGCA and described below, deliver to us no later than September 26, 2007, which is the 20th day after the date of mailing of this information statement, a written notice demanding an appraisal of such shareholder’s shares.

Under Section 1091 of the OGCA, which we refer to as Section 1091, holders of shares of Dobson common stock who have not voted such shares in favor of the merger or consented to the merger in writing pursuant to Section 1073 of the OGCA and who have otherwise taken all of the actions required by Section 1091 to properly exercise and perfect such appraisal rights with respect to such common shares will be entitled to receive, in lieu of the merger consideration, cash in the amount of the “fair value” of their shares (exclusive of any element of value arising from the accomplishment or expectation of the merger), as determined by the appropriate court in such appraisal proceeding, plus a fair rate of interest, if any, at a rate determined by such court.

Any Dobson shareholder who wishes to exercise such appraisal rights or who wishes to preserve the right to do so should review carefully Annex F to this information statement because failure to comply with the procedures specified in Section 1091 in a proper and timely fashion will result in the loss of appraisal rights. The failure of a shareholder to vote against the approval and adoption of the merger agreement will not in and of itself be a waiver of a holder’s appraisal rights or be sufficient to constitute a demand for appraisal within the meaning of Section 1091. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Dobson common stock, Dobson recommends that Dobson shareholders who consider exercising such rights seek the advice of counsel.

Any holder of record of shares of Dobson common stock wishing to exercise their appraisal rights under Section 1091 must satisfy each of the following conditions:

A demand for appraisal should be executed by or on behalf of the shareholder of record, fully and correctly, as such shareholder’s name appears on such shareholder’s stock certificates, should specify the shareholder’s name and mailing address, the number of shares of Dobson common stock owned and that such shareholder intends thereby to demand appraisal of such shareholder’s stock. However, such demand will be sufficient if it reasonably informs Dobson of the shareholder’s identity and intent to demand the appraisal of the holder’s shares. Any person signing a demand for appraisal on behalf of a partnership or corporation or other entity must indicate that person’s title. If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of the demand should be made in that capacity, and if the shares of Dobson common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or on behalf of all joint owners. An authorized agent, including one or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that in executing the demand for appraisal, the agent is agent for such owner or owners. A record holder, such as a broker who holds shares of Dobson common stock as a nominee for several beneficial owners, may exercise appraisal rights with respect to the shares of Dobson common stock held for one or more beneficial owners while not exercising such rights with respect to the shares of Dobson common stock held for other beneficial owners. In such a

Dobson may send a second notice before the effective date of the merger, notifying holders of common stock that are entitled to appraisal rights of the effective date of the merger.

Alternatively, within 10 days after the effective date of the merger, Dobson, as the surviving corporation in the merger, must give written notice that the merger has become effective to each shareholder who has filed a written demand meeting the requirements of Section 1091. Within 120 days after the effective date of the merger, but not thereafter, either Dobson, or any Dobson shareholder who has complied with the requirements of Section 1091, may file a petition in the appropriate district court demanding a determination of the value of the shares of Dobson common stock held by all Dobson shareholders demanding appraisal.

Dobson does not presently intend to file such a petition, and Dobson shareholders seeking to exercise appraisal rights should not assume that Dobson will file such petition or will initiate any negotiations with respect to the fair value of such shares. Accordingly, Dobson shareholders who desire to have their shares appraised should initiate any petition necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 1091. Inasmuch as Dobson does not have an obligation to file such a petition, the failure of a Dobson shareholder to do so within the period specified could nullify such shareholder’s previous written demand for appraisal.

Within 120 days after the effective date of the merger, any Dobson shareholder who has complied with the provisions of Section 1091, to that point in time will be entitled to receive from Dobson, upon written request, a statement setting forth the aggregate number of shares not voted in favor of the merger and the aggregate number of holders of such shares. Dobson must mail such statement to the requesting shareholder within 10 days of receipt of such request, or within 10 days of the expiration of the period for delivery of demands for appraisal, whichever is later.

If a petition for an appraisal is timely filed, after a hearing on such petition, the district court will determine which shareholders are entitled to appraisal rights and will appraise the “fair value” of their shares, exclusive of any element of value arising from the accomplishment or expectation of the merger, together with a fair rate of interest, if any, to be paid upon the amount determined to be the fair value. In determining fair value, the district court is to take into account all relevant factors.

Dobson shareholders considering seeking appraisal with respect to their shares of Dobson common stock should be aware that the fair value of their shares as determined under Section 1091 could be more than, the same as, or less than, the merger consideration they would have received in the merger, and that the fairness opinions of Morgan Stanley and Houlihan Lokey are not an opinion as to fair value under Section 1091. Moreover, we reserve the right to assert in any appraisal proceeding that, for purposes of Section 1091, the “fair value” of the common stock is less than $13.00 per share.

The costs of the action may be determined by the district court and taxed upon the parties as the district court deems equitable. Upon application of a shareholder, the district court may also order that all or a portion of the expenses incurred by any shareholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and expenses of experts, be charged pro rata against the value of all of the shares entitled to appraisal.

Any shareholder who has duly demanded an appraisal in compliance with Section 1091 will not, after the effective date of the merger, be entitled to vote the shares subject to such demand for any purpose or be entitled to the payment of dividends or other distributions on those shares (except dividends or other distributions payable to holders of record of shares as of a record date prior to the effective date of the merger) unless the demand is withdrawn, the appraisal rights are not perfected by the filing of a petition or a court of competent jurisdiction determines that the shareholder is not entitled to exercise appraisal rights.

At any time within 60 days after the effective time of the merger, any shareholder who has demanded appraisal rights will have the right to withdraw such demand for appraisal and to accept the terms offered in the merger agreement if such withdrawal is made in writing to Dobson. After this period, the shareholder may withdraw such demand for appraisal only with the written consent of Dobson. No appraisal proceeding in the district court will be dismissed as to any shareholder without the approval of the district court, and such approval may be conditioned upon such terms as the district court deems just. If no petition for appraisal is filed with the district court within 120 days after the effective date of the merger, if such shareholder has withdrawn such demand for appraisal as discussed in this paragraph, or if a court of competent jurisdiction determines that the shareholder is not entitled to exercise appraisal rights, such shareholder’s rights to appraisal shall cease, and the shareholder will be entitled to receive the merger consideration set forth in the merger agreement.

Failure to comply strictly with the procedures set forth in Section 1091 may result in the loss of a Dobson shareholder’s statutory appraisal rights with respect to shares of Dobson common stock. Consequently, any Dobson shareholder wishing to exercise appraisal rights is urged to consult legal counsel regarding the exercise of such rights.

The conversion of shares of Class A common stock and Class B common stock into the right to receive the merger consideration in cash, without interest, will occur automatically at the effective time of the merger. Promptly after the effective time of the merger, the paying agent will send a letter of transmittal to each holder of record of a certificate or certificates representing shares of our common stock. The letter of transmittal will contain instructions for obtaining cash in exchange for shares of our Class A common stock or Class B common stock, as applicable. Shareholders should not return stock certificates at this time. Shareholders may exchange their shares only after receiving the letter of transmittal.

In the event of a transfer of ownership of shares of our Class A common stock or Class B common stock that is not registered in the records of our transfer agent, the cash consideration for shares of our Class A common stock or Class B common stock may be paid to a person other than the person in whose name the certificate so surrendered is registered if:

The cash paid in exchange for shares of our Class A common stock or Class B common stock, as the case may be, will be issued in full satisfaction of all rights relating to shares of our Class A common stock or Class B common stock, as the case may be.

Our Class A common stock is listed on The NASDAQ Global Select Market under the trading symbol “DCEL.” On June 29, 2007, which was the last full trading day before we announced that we signed the merger agreement with AT&T, our common stock closed at $11.11 per share. On September 5, 2007, which was the last trading day before the date of this information statement, our Class A common stock closed at $12.64 per share.

The following is a summary of the merger agreement. This summary may not contain all of the information that is important to you and is qualified in its entirety by reference to the merger agreement, which is incorporated by reference in its entirety into, and is attached as Annex A to, this information statement. We urge you to read the merger agreement carefully and in its entirety.

On the terms and subject to the conditions of the merger agreement and in accordance with Oklahoma law, at the effective time of the merger, Merger Sub, a wholly owned subsidiary of AT&T, will merge with and into Dobson, and Dobson will be the surviving corporation in the merger.

The closing of the merger will occur on the first business day after the satisfaction or waiver of all of the closing conditions provided in the merger agreement, except for those conditions that, by their terms, are to be satisfied at the closing (but subject to the satisfaction or waiver of those conditions), or on such other date as Dobson and AT&T may agree in writing. See “The Merger Agreement — Conditions to the Completion of Merger.”

The merger will become effective at the time when the certificate of merger has been filed with the Oklahoma Secretary of State, or such other time as may be agreed upon by the parties to the merger agreement in writing and set forth in the certificate of merger in accordance with the OGCA. The filing of the certificate of merger will occur immediately following the closing of the transaction.

The directors of Merger Sub at the effective time of the merger will be the directors of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the surviving corporation.

The officers of Dobson at the effective time of the merger will be the officers of the surviving corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the by-laws of the surviving corporation.

Conversion of Common Stock.  At the effective time of the merger, each issued and outstanding share of Dobson’s Class A common stock and Class B common stock (other than (1) shares owned by AT&T or Merger Sub or by Dobson or its subsidiaries, and in each case not held on behalf of third parties, and (2) shares of common stock owned by Dobson shareholders who have not voted such shares in favor of the merger or consented to the merger in writing pursuant to Section 1073 of the OGCA and who have otherwise properly exercised and perfected appraisal rights under the OGCA with respect to such shares (we refer to the shares described in the foregoing clauses (1) and (2) of this paragraph as Excluded Company Shares) will be converted into the right to receive $13.00 in cash, without interest.

Cancellation of Certain Excluded Shares.  At the effective time of the merger, each Excluded Company Share (other than shares of our Class A common stock and Class B common stock owned, if any, by subsidiaries of Dobson or AT&T immediately prior to the merger, which will remain outstanding and unaffected by the merger) will be automatically cancelled without payment of any consideration.

Series F Convertible Preferred Stock.  The merger agreement provides that Dobson will cause all of the outstanding Series F Convertible Preferred Stock to be redeemed for cash prior to the completion of the merger, subject to certain terms and conditions contained in the merger agreement and our certificate of incorporation. If any of our Series F Convertible Preferred Stock is issued and outstanding immediately prior to the merger, it will remain outstanding as one share of Series F Convertible Preferred Stock of the surviving corporation in the merger having the same powers, preferences and relative participating rights, optional or other special rights and qualifications, limitations or restrictions, as such Series F Convertible Preferred Stock has immediately prior to the completion of the merger, subject to the terms of the Series F Convertible Preferred Stock. We expect that there will be no shares of Series F Convertible Preferred Stock outstanding at the effective time of the merger. See “The Merger Agreement — Redemption of Series F Convertible Preferred Stock.”

Payment Procedures.  At the closing of the merger, AT&T will deposit with a paying agent selected by it (and reasonably satisfactory to us) a cash amount approximately equal to the amount necessary for the paying agent to pay the merger consideration payable with respect to shares of Class A common stock and Class B common stock in the merger. Promptly after the effective time of the merger, the paying agent will mail transmittal materials to each holder of record of our common stock as of the effective time of the merger advising such holder of the completion of the merger and explaining the procedure for surrendering certificates representing shares of common stock for the payment of the merger consideration. Upon the surrender of such certificates (or affidavit of loss in lieu of such certificates) to the paying agent in accordance with the terms of the transmittal materials (other than Dissenting Shares as discussed below), the holder of such certificate will be entitled to receive in exchange for such certificate a cash amount (after giving effect to any tax withholdings) equal to (1) the number of shares of common stock represented by such certificate (or affidavit of loss) multiplied by (2) $13.00.

AT&T will also cause the paying agent to (1) issue to each holder of uncertificated common stock (other than Dissenting Shares as discussed below) a check in the amount (after giving effect to any tax withholdings) equal to (a) the number of such uncertificated shares held by such holder multiplied by (b) $13.00, and (2) mail to each such holder materials (reasonably acceptable to AT&T and us) advising such holder of the effectiveness of the merger and the conversion of their shares of common stock into the right to receive the merger consideration.

Dissenting Shares; Shareholders Seeking Appraisal.  Shares of our common stock that are issued and outstanding immediately prior to the effective time of the merger and that are held by a shareholder who has not voted such shares in favor of the merger or consented to the merger in writing pursuant to Section 1073 of the OGCA and who has otherwise taken all of the actions required by Section 1091 of the OGCA to properly exercise and perfect such shareholder’s appraisal rights, which we refer to as Dissenting Shares, will cease to represent any interest in the surviving corporation as of the effective time of the merger. Holders of Dissenting Shares will be entitled only to those rights and remedies set forth in Section 1091 of the OGCA. If, however, a shareholder fails to perfect, waives, withdraws or otherwise loses any such right granted by the OGCA, the Dissenting Shares held by such shareholder shall be converted into and represent only the right to receive the merger consideration, without interest.

We are required to give AT&T prompt notice of any written demands for payment for the Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable law that are received by us concerning appraisal rights and the opportunity to direct all negotiations and proceedings concerning such demands. We are prohibited from voluntarily making any payment or settlements concerning such demands without the prior written consent of AT&T. Merger Sub (or, after the effective time, the surviving corporation) will be responsible for all payments with respect to the Dissenting Shares.

Adjustment to Prevent Dilution.  If, between the date of the merger agreement and the effective time of the merger, Dobson changes the number of shares of common stock or securities convertible or exchangeable into or exercisable for such shares issued and outstanding as a result of a distribution, reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, subdivision, issuer tender or exchange offer or other similar transactions, the merger consideration will be equitably adjusted to eliminate the effects of such event on the merger consideration.

The merger agreement provides that at the effective time of the merger, each outstanding option to acquire Dobson common stock granted under our stock plans, whether vested or unvested, will be cancelled in exchange for the right of the option holder to receive a cash payment, without interest and less any applicable tax withholdings, equal to (1) the total number of shares of Dobson common stock subject to the option multiplied by (2) the excess (if any) of $13.00 over the exercise price per share under such option. Option holders will receive no additional amounts after such cancellation.

The merger agreement also provides that at the effective time of merger, each restricted share of Dobson common stock granted under our stock plans will be cancelled in exchange for the right of the holder to

At or prior to the effective time of the merger, Dobson will take any actions necessary to effectuate the provisions of the two preceding paragraphs regarding treatment of options and restricted shares, including causing Dobson to use its commercially reasonable efforts to obtain the acknowledgments of all holders of Dobson options to the foregoing treatment of options and to otherwise ensure that at the effective time of the merger shares of common stock will not be required to be delivered to any person upon settlement of Dobson options and restricted shares.

The merger agreement provides that at least 50 days prior to the effective time of the merger, but not prior to August 20, 2007, Dobson will mail a notice of redemption to each holder of shares of the Series F Convertible Preferred Stock in accordance with the terms of the certificate of designation of the Series F Convertible Preferred Stock, which we refer to as a Redemption Notice. The Redemption Notice will specify that all shares of the Series F Convertible Preferred Stock will be redeemed at the applicable price in cash only determined in accordance with Dobson’s certificate of incorporation on the date specified in the Redemption Notice, which date will be the 45th day after the Redemption Notice is mailed, which we refer to as the Redemption Date. Dobson will take all steps necessary under the certificate of incorporation of Dobson and the certificate of designations of the Series F Convertible Preferred Stock to cause all shares of Series F Convertible Preferred Stock to no longer be deemed outstanding from and after the Redemption Date. Dobson will not be required to take any of the foregoing actions if Dobson determines in its reasonable discretion that such actions would constitute a breach or violation of any contract in effect as of the date of the merger agreement to which Dobson or any of its subsidiaries is bound. On August 20, 2007, Dobson mailed a Redemption Notice to redeem for cash all of the outstanding Series F Convertible Preferred Stock on the redemption date of October 4, 2007.

The merger agreement provides that Dobson will, and will cause its subsidiaries to, use their respective reasonable best efforts to commence with the assistance of AT&T, promptly after receipt of a written request and offer documents and other related documents from AT&T, offers to purchase, and any related consent solicitations with respect to, any indebtedness of Dobson and its subsidiaries, which we refer to as Indebtedness, on the terms and conditions specified by AT&T, which we refer to as Debt Offers. The closing of the Debt Offers will be conditioned on the completion of the merger. Dobson and its subsidiaries will provide cooperation reasonably requested by AT&T relating to the Debt Offers.

If requested by AT&T in writing, in lieu of commencing a Debt Offer for a series of Indebtedness (or in addition to the Debt Offer), Dobson will, to the extent permitted by the indenture and any other instruments governing such series of Indebtedness:

In connection with a successfully completed Debt Offer, Dobson and its subsidiaries agree to (and agree to use their reasonable best efforts to cause the applicable trustee to) execute appropriate supplemental indentures to the indentures governing each series of Indebtedness and other related documents. At the effective time of the merger, AT&T will cause the surviving corporation to accept for payment, and thereafter promptly pay for any Indebtedness that has been properly tendered and not properly withdrawn pursuant to the Debt Offers and in accordance with the Debt Offers using funds provided by or at the direction of AT&T.

In connection with the Debt Offers, AT&T may select one or more dealer managers, information agents, depositaries and other agents, in each case as will be reasonably acceptable to Dobson, to provide assistance in connection with the Debt Offers and Dobson and its subsidiaries will enter into customary agreements (including indemnities) with such parties so selected. AT&T will pay the fees and out-of pocket expenses of any dealer manager, information agent, depositary or other agent retained in connection with the Debt Offers upon the incurrence of such fees and out-of-pocket expenses, and AT&T further agrees to reimburse Dobson and its subsidiaries for all of their reasonable and documented out-of-pocket costs incurred in connection with the Debt Offers.

Representations and Warranties of Dobson.  The merger agreement contains representations and warranties made by us to AT&T and Merger Sub. Many of these representations and warranties do not extend to matters where the failure of the representation and warranty to be accurate would not have a “company material adverse effect” as described below. These representations and warranties generally relate to the following matters:

For purposes of the merger agreement, a “company material adverse effect” means

To the extent that such effects described in the fourth, fifth and sixth items in the preceding list disproportionately affect us or our subsidiaries as compared to other companies in the United States engaged in the industries in which we or our subsidiaries operate, they will not be an exclusion from the definition of “company material adverse effect.”

Representations and Warranties of AT&T.  The merger agreement also contains representations and warranties made by AT&T and Merger Sub to us. These representations and warranties generally relate to the following matters:

The merger agreement provides that neither Dobson nor any of its subsidiaries nor any of Dobson or its subsidiaries’ executive officers or directors will, and that Dobson will use its reasonable best efforts to instruct

Notwithstanding the foregoing, the merger agreement provides that Dobson may, on or prior to August 31, 2007, in response to an unsolicited bona fide written acquisition proposal that Dobson’s board of directors has determined in good faith, after consultation with its outside legal counsel and financial advisor, is or is reasonably likely to result in a superior proposal:

For purposes of the merger agreement, the term “acquisition proposal” means (1) any proposal or offer with respect to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, extraordinary dividend, share exchange, business combination or similar transaction involving Dobson or any of its subsidiaries (other than certain transactions that are permitted by the covenants contained in the merger agreement), or (2) any proposal or offer to acquire in any manner, directly or indirectly, 25% or more of any class of Dobson’s equity securities or those of any of its subsidiaries or 25% or more of the consolidated total assets (including equity securities of its subsidiaries) of Dobson, in each case other than the transactions contemplated by the merger agreement.

For purposes of the merger agreement, the term “superior proposal” means an unsolicited bona fide written acquisition proposal involving all or substantially all of the assets (on a consolidated basis) of Dobson and its subsidiaries or the total voting power of the equity securities of Dobson that Dobson’s board of directors has determined in its good faith judgment, after consultation with its outside legal counsel and financial advisor, is reasonably likely to be consummated in accordance with its terms, and taking into account all legal, financial and regulatory aspects of the proposal and the person making the proposal, would, if consummated, result in a transaction more favorable to Dobson’s stockholders from a financial point of view than the transactions contemplated by the merger agreement (after taking into account any revisions to the transactions contemplated by the merger agreement proposed by AT&T in accordance with the terms of the merger agreement).

Dobson agrees under the merger agreement that it will immediately cease any existing activities, discussions or negotiations with any persons previously conducted with respect to any acquisition proposal and will promptly inform such persons of its obligations under the merger agreement not to solicit acquisition proposals for Dobson.

In addition, the merger agreement provides that Dobson will promptly (and, in any event, within 24 hours) notify AT&T if any inquiries, proposals or offers which would reasonably be expected to lead to an acquisition

The merger agreement provides that, if Dobson receives a superior proposal and Dobson’s board of directors determines in good faith, after consultation with its outside legal counsel, that accepting such superior proposal and terminating the merger agreement is required in order to comply with the directors’ fiduciary duties under Oklahoma law, Dobson’s board of directors may, in response to such a superior proposal, terminate the merger agreement at any time on or prior to August 31, 2007 in accordance with its terms. However, Dobson’s board of directors may not terminate the merger agreement unless (1) Dobson has given AT&T five calendar days’ prior written notice of its intention to terminate the merger agreement to enter into a transaction contemplated by a superior proposal, which such notice shall name the person making such superior proposal and shall include a copy of the most current draft of any written agreements and ancillary documents with the person making such superior proposal, and (2) Dobson will, and will cause its financial advisors and legal counsel to, negotiate with AT&T and its representatives in good faith (to the extent AT&T desires to negotiate) to attempt to make such adjustments in the terms and conditions of the merger agreement so that such proposal no longer constitutes a superior proposal and Dobson’s board of directors will have considered in good faith any proposed changes to this merger agreement proposed in writing by AT&T. After the date of the merger agreement, Dobson did not receive a superior proposal on or prior to August 31, 2007.

In connection with the merger agreement, DCCLP entered into a support agreement with AT&T, obligating DCCLP not to solicit or facilitate acquisition proposals. See “The Support Agreement.”

The merger agreement provides that between the date of the merger agreement and the effective time of the merger, to the extent reasonably requested by AT&T, Dobson will (and will cause its subsidiaries to) cooperate with AT&T to dispose immediately prior to, at or after the effective time of the merger partnership interests, held by Dobson and its subsidiaries, in partnerships owning spectrum rights in several rural service areas in Texas and Oklahoma. We refer to these partnership interests as the Potential Sale Interests. To the extent reasonably requested by AT&T, Dobson will use its reasonable best efforts to:

Dobson and its subsidiaries will not be required to execute any such contract under which Dobson and its subsidiaries may be required to dispose of any Potential Sale Interest other than immediately prior to, at or after the effective time of the merger, or to agree to restrictions on their businesses or operations prior to the effective time of the merger. AT&T will be permitted to identify potential purchasers of Potential Sale Interests and negotiate any contracts with respect to dispositions of Potential Sale Interests. Dobson may and, to the extent reasonably requested by AT&T, will participate in such negotiations. AT&T will reimburse Dobson and its subsidiaries for their reasonable out-of-pocket costs in complying with the provisions of this paragraph promptly following incurrence and delivery of reasonable documentation of such costs. Dobson and its subsidiaries will not be required to breach the terms of any contract with respect to such Potential Sale Interest.

Conduct of Dobson Pending the Completion of the Merger.  The merger agreement provides that the business of Dobson and its subsidiaries will be conducted in the ordinary and usual course and, to the extent consistent with this standard, Dobson and its subsidiaries will use their reasonable best efforts to preserve their business organization intact and to maintain Dobson’s existing relations and goodwill with customers, suppliers, regulators, agents, resellers, creditors, lessors, employees and business associates. The merger agreement also provides that Dobson covenants and agrees as to itself and its subsidiaries that, until the effective time of the merger (unless AT&T otherwise approves in writing, which approval may not be unreasonably withheld, delayed or conditioned), subject to certain exceptions: