Edgar Filing: LUCENT TECHNOLOGIES INC

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
(TO PROSPECTUS DATED JANUARY 8, 2002) Registration No. 333-72282

[LUCENT TECHNOLOGIES LOGO]

LUCENT TECHNOLOGIES INC.

1,885,000 SHARES OF 8.00% REDEEMABLE
CONVERTIBLE PREFERRED STOCK

$1,885,000,000 PRINCIPAL AGGREGATE AMOUNT OF 8.00% CONVERTIBLE SUBORDINATED
DEBENTURES ISSUABLE IN EXCHANGE FOR THE PREFERRED STOCK

317,340,127 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE CONVERSION
PRIVILEGE ATTACHED TO THE PREFERRED STOCK OR CONVERTIBLE SUBORDINATED DEBENTURES

46,328,725 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH THE PAYMENT OF
DIVIDENDS ON THE PREFERRED STOCK

This prospectus supplement relates to resales of preferred stock and to
sales of convertible subordinated debentures that may be issued in exchange for
preferred stock and to common stock that may be issued upon conversion of
preferred stock or convertible subordinated debentures, by the securityholders
named under the caption "Selling Securityholders" in this prospectus supplement
and the accompanying prospectus, all as described under the caption "Plan of
Distribution" in the accompanying prospectus. This prospectus supplement should
be read in conjunction with the accompanying prospectus dated January 8, 2002,
and the prospectus supplements dated February 7, 2002, March 29, 2002, and May
29, 2002, which are to be delivered with this prospectus supplement.

The table appearing under "Selling Securityholders" in the accompanying
prospectus is hereby amended by the addition of, or the listing of additional
shares for, the following selling securityholders:

PRINCIPAL AMOUNT SHARES OF
SHARES OF OF CONVERTIBLE SHARES OF COMMON STOCK
PREFERRED SUBORDINATED COMMON OWNED PRIOR TO
SELLING SECURITYHOLDER(1) STOCK(2) DEBENTURES(2)(3) STOCK(4) THIS OFFERING
------------------------- --------- ---------------- --------- --------------

Allegheny Technologies Inc. Pension
Plan(5).................................. 3,326 3,326,000 559,933 nil
Argent Classic Convertible Arbitrage Fund
L.P.(6).................................. 350 350,000 58,923 nil
Argent Classic Convertible Arbitrage Fund
(Bermuda) Ltd.(6)........................ 650 650,000 109,428 nil
Davis New York Venture Fund................ 38,400 38,400,000 6,464,648 nil
Golden Rule Insurance Company(5)........... 350 350,000 58,923 nil
HFR TQA MasterTrust........................ 300 300,000 50,506 nil
JMG Capital Partners, LP................... 34,825 34,825,000 5,862,796 nil
JMG Triton Offshore Fund, Ltd.............. 955 955,000 160,775 nil
L.A. Fire and Police Pension Fund(5)....... 9,500 9,500,000 1,599,327 nil
LDG Limited................................ 1,050 1,050,000 176,768 nil

Maryland State Retirement Fund(5).......... 10,656 10,656,000 1,793,940 nil
NSMD....................................... 300 300,000 50,506 nil
TQA Master Plus Fund Ltd................... 1,250 1,250,000 210,438 nil
Value Line Convertible Fund Inc. .......... 250 250,000 42,088 nil
Zola Partners, L.P. ....................... 300 300,000 50,506 nil
Zurich Institutional Benchmarks Master Fund
LTD c/o TQA Investors, LLC............... 640 640,000 107,745 nil

---------------

(1) Information about other selling securityholders may be provided in
prospectus supplements or post-effective amendments.

(2) In each case, none of these securities were held prior to this offering.

(3) Based on the principal amount of convertible subordinated debentures
originally issuable in exchange for the preferred stock, calculated by
reference to the initial liquidation preference of the preferred stock of
$1,000.00 per share. The principal amount is subject to increase as a result
of increases in the liquidation preference of the preferred stock to reflect
the accretion of unpaid dividends. See "Description of Preferred
Stock -- Exchange Right" in the accompanying prospectus.

(4) Based on the shares of common stock currently issuable upon exercise of the
conversion privilege attached to the preferred stock or the convertible
subordinated debentures with fractions rounded up to the nearest whole
share. The number of shares of common stock so issuable represents an
increase in the shares of common stock originally issuable on account of our
June 1, 2002, distribution of our shares of Agere Systems Inc. to our common
shareowners and is subject to further adjustments as a result of
antidilution adjustments and, in the case of conversion of the preferred
stock, increases in the liquidation preference of the preferred stock to
reflect the accretion of unpaid dividends. No fractional shares of common
stock will be issued upon conversion of the preferred stock. Instead of
issuing fractional shares, we will deliver scrip that will entitle the
holder to receive a full share upon surrender of such scrip aggregating a
full share. See "Description of Preferred Stock -- Conversion Rights" and
Description of the Convertible Subordinated Debentures -- Conversion," in
the accompanying prospectus.

(5) GEM Capital Management, Inc., a registered investment adviser, has
investment discretion with respect to the selling securityholder's above
referenced securities.

(6) The number of securities listed in this prospectus supplement against the
name of this selling securityholder is in addition to the number of
securities listed against the name of this selling securityholder in the
accompanying prospectus, as previously supplemented.

Unless otherwise disclosed in the footnotes to the table above, no selling
securityholder has, or within the past three years has had, any position, office
or other material relationship with us or any or our predecessors or affiliates.

Our common stock trades on The New York Stock Exchange under the symbol
"LU". On June 28, 2002, the closing sale price of our common stock was $1.66 per
share.

INVESTING IN OUR PREFERRED STOCK, CONVERTIBLE SUBORDINATED DEBENTURES OR
OUR COMMON STOCK INVOLVES RISKS. "RISK FACTORS" BEGINS ON PAGE 9 OF THE
ACCOMPANYING PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS WHICH
ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus supplement is July 1, 2002