UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
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|_| Preliminary Proxy Statement
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|_| Definitive Proxy Statement
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|X| Soliciting Material Pursuant to ss.240.14a-12
LUCENT TECHNOLOGIES INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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On July 10, 2006, Lucent Technologies sent the following update to employees:
Lucent Sales Edge ALERT Customer Team Communications
July 10, 2006
LUCENT AND ALCATEL PROVIDE UPDATE ON ONGOING INTEGRATION WORK; LUCENT COMMENTS
ON PRELIMINARY RESULTS FOR THIRD QUARTER OF FISCAL 2006
Today, Lucent issued two news releases, the first being a joint announcement
with Alcatel providing an update on our ongoing integration work. The
announcement said that we are on track to complete our merger by the end of
calendar year 2006, and also contained updates on the combined company's
organization structure, regulatory milestones and cost synergies.
The second news release announced that Lucent expects third quarter fiscal 2006
revenues, which ended June 30, to be approximately $2.04 billion, subject to the
completion of our quarterly closing process. This compares with revenues of
$2.14 billion in the second quarter of fiscal 2006 and $2.34 billion in the
year-ago quarter.
Following are links to the news releases, more information, and talking points
to be used with customers surrounding these announcements.
Alcatel and Lucent Integration Work Milestones Announcement
In a joint news release, Alcatel and Lucent provided an update on the timing of
the proposed merger and unveiled additional details of the combined company's
organization and business structure, leadership team and expected synergies. To
view the joint announcement,
click http://www.lucent.com/press/0706/060710.coc.html> here.
What to Tell Customers:
o We believe we are on track to complete the merger transaction by the end of
calendar year 2006, which is within the six to 12 month timeframe
originally announced on April 2, 2006.
o In recent weeks, we have achieved a number of significant milestones,
including satisfying some regulatory conditions to the proposed merger, in
our ongoing integration work.
o The combined company will address carrier, enterprise and service markets
with a strong focus on end-to-end solutions maximizing customer value.
o The overall business will be segmented into wireless, wireline and
convergence, as well as services and enterprise while four regional
organizations will provide strong local support to customers.
o The Carrier Business Groups, headed by Etienne Fouques, will consist of:
ss. Wireless, headed by Mary Chan,
ss. Wireline, headed by Michel Rahier,
ss. Convergence, headed by Marc Rouanne.
o The Enterprise Business Group will be headed by Hubert de Pesquidoux. o The
Service Business Group will be headed by John Meyer.
o The company will have four geographic regions:
o Europe and North, headed by Vince Molinaro, will include the UK,
Nordics, Benelux, Germany, Russia and Eastern European countries.
o Europe and South, headed by Olivier Picard, will include France, Italy,
Spain and other Southern European countries, Africa, Middle East, India
and Latin America.
o North America, headed by Cindy Christy, will include the U.S, Canada and
the Caribbean.
o Asia-Pacific, headed by Frederic Rose, will include China,
Northeast Asia, South East Asia and Australia.
o The company will have a management committee that will be headed by Pat
Russo, chief executive officer.
o Management Committee members include Etienne Fouques, senior executive vice
president of the Carrier Group; Frank D'Amelio, senior executive vice
president Integration and chief administrative officer; Jean-Pascal
Beaufret, chief financial officer; Claire Pedini, senior vice president,
Human Resources and Communication and Mike Quigley, president, Science
Technology and Strategy.
o We have undertaken an extensive review of both companies' technologies and
products to determine the optimal combined portfolio for the merged
company.
o Particular emphasis has been placed on the continuous support of our
customers' investments in the installed base.
o The companies will work on ensuring a gradual migration path for customers
transitioning to the combined future portfolio to avoid disruptions during
the migration.
o We are creating a world-class management team that will deliver the best of
both companies to customers around the world, and will create enhanced
value for shareholders.
o We remain confident in our ability to achieve the previously announced Euro
1.4 billion (USD 1.7 billion) of annual pre-tax cost synergies within three
years. And we continue to expect about 70 percent of these savings to be
achieved in the first two years post closing.
3Q06 PRELIMINARY RESULTS ANNOUNCEMENT
Subject to completion of our quarterly closing process, we expect revenues for
the third quarter of fiscal 2006 to be about $2.04 billion, as compared with
$2.14 billion in the prior quarter, and $2.34 billion in the year-ago quarter.
To view Lucent's news release, click
http://www.lucent.com/press/0706/060710.cob.html here.
What to Tell Customers:
o The sequential and year-over-year declines were due primarily to lower
sales of current-generation wireless solutions to North American mobility
customers.
o Overall, our year-to-date results also have been affected to some extent by
delays in spending that we believe are attributable to the consolidation
efforts of certain customers
o While consolidation among some of our largest customers and the transition
period that accompanies the adoption of next-generation technologies are
two factors putting pressure on our revenues, we also believe that
consolidation will provide new opportunities going forward as service
providers look to us to help them integrate their large, complex networks.
o On a preliminary basis, we expect to report earnings of approximately 2
cents per diluted share for Q306, as compared with earnings of 4 cents per
share in the second quarter of fiscal 2006 and earnings of 7 cents per
diluted share in the year-ago quarter.
o We believe that telecom is an industry undergoing tremendous change and is
still ripe with fruitful opportunity.
o We expect investment in both CDMA and UMTS to increase going forward,
driven by the introduction of EV-DO RevA and HSDPA solutions.
ss. We recently announced contracts with Verizon Wireless and Telecom New
Zealand for our EV-DO RevA solution, which we expect to make commercially
available in late September.
o Our customers continue investing in IMS, and we continue to see
opportunities in the market that align with our strengths and investments
in IMS, 3G mobile, services, next-gen optical and access, and applications.
o We have the right people, products and services to capitalize on those
opportunities before us.
For More Information
To view the April 2, 2006, Sales Edge Alert announcing the proposed merger
transaction, click http://mylucent.app.lucent.com/pls/portal30/docs/341466.HTM
here.
For more information, updates, and Q&A's related to the proposed merger, visit
the http://my.lucent.com/pls/portal30/docs/FOLDER/CONT_PR/WTS/MERGER_0.HTML
Lucent-Alcatel Merger Portal, which features a message from Pat Russo and Serge
Tchuruk.
http://mylucent.app.lucent.com/pls/portal30/docs/FOLDER/CONT_PR/WTS/SAFE.HTML
Click here to read Lucent's Safe Harbor for Forward Looking Statements and other
important information.
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION
This document contains statements regarding the proposed transaction between
Lucent and Alcatel, the expected timetable for completing the transaction,
future financial and operating results, benefits and synergies of the proposed
transaction and other statements about Lucent and Alcatel's managements' future
expectations, beliefs, goals, plans or prospects that are based on current
expectations, estimates, forecasts and projections about Lucent and Alcatel and
the combined company, as well as Lucent's and Alcatel's and the combined
company's future performance and the industries in which Lucent and Alcatel
operate and the combined company will operate, in addition to managements'
assumptions. Words such as "expects," "anticipates," "targets," "goals,"
"projects," "intends," "plans," "believes," "seeks," "estimates," variations of
such words and similar expressions are intended to identify such forward-looking
statements which are not statements of historical facts. These forward-looking
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to assess. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements. These risks and uncertainties are based upon
a number of important factors including, among others: the ability to consummate
the proposed transaction; difficulties and delays in obtaining regulatory
approvals for the proposed transaction; difficulties and delays in achieving
synergies and cost savings; potential difficulties in meeting conditions set
forth in the definitive merger agreement entered into by Lucent and Alcatel;
fluctuations in the telecommunications market; the pricing, cost and other risks
inherent in long-term sales agreements; exposure to the credit risk of
customers; reliance on a limited number of contract manufacturers to supply
products we sell; the social, political and economic risks of our respective
global operations; the costs and risks associated with pension and
postretirement benefit obligations; the complexity of products sold; changes to
existing regulations or technical standards; existing and future litigation;
difficulties and costs in protecting intellectual property rights and exposure
to infringement claims by others; and compliance with environmental, health and
safety laws. For a more complete list and description of such risks and
uncertainties, refer to Lucent's annual report on Form 10-K for the year ended
September 30, 2005 and quarterly reports on Form 10-Q for the periods ended
December 31, 2005 and March 31, 2006 and Alcatel's annual report on Form 20-F
for the year ended December 31, 2005 as well as other filings by Lucent and
Alcatel with the U.S. Securities and Exchange Commission (the "SEC"). Except as
required under the U.S. federal securities laws and the rules and regulations of
the SEC, Lucent and Alcatel disclaim any intention or obligation to update any
forward-looking statements after the distribution of this document, whether as a
result of new information, future events, developments, changes in assumptions
or otherwise.
IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC
In connection with the proposed transaction between Lucent and Alcatel,
Alcatel has filed a registration statement on Form F-4 (File no. 33-133919) (the
"Form F-4") to register the Alcatel ordinary shares underlying the Alcatel
American Depositary Shares ("ADS") to be issued in the proposed transaction.
Alcatel and Lucent have also filed, and intend to continue to file, additional
relevant materials with the SEC, including a registration statement on Form F-6
(the "Form F-6" and together with the Form F-4, the "Registration Statements")
to register the Alcatel ADSs to be issued in the proposed transaction. The
Registration Statements and the related proxy statement/prospectus contain and
will contain important information about Lucent, Alcatel, the proposed
transaction and related matters. Investors and security holders are urged to
read the Registration Statements and the related proxy statement/prospectus
carefully, and any other relevant documents filed with the SEC, including all
amendments, because they contain important information. Investors and security
holders may obtain free copies of the documents filed with the SEC by Lucent and
Alcatel (including the Form F-4 and, when filed, the Form F-6) through the web
site maintained by the SEC at www.sec.gov. In addition, investors and security
holders may obtain free copies of materials filed with the SEC by Lucent and
Alcatel (including the Form F-4 and, when filed, the Form F-6) by contacting
Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue, Murray
Hill, New Jersey 07974 or by telephone at 908-582-8500 and from Alcatel by
contacting Investor Relations at www.alcatel.com, by mail to 54, rue La Boetie,
75008 Paris, France or by telephone at 33-1-40-76-10-10.
Lucent and its directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein is included in the Form F-4 (and will be included in the
definitive proxy statement/prospectus for the proposed transaction). Additional
information regarding these directors and executive officers is also included in
Lucent's proxy statement for its 2006 annual meeting of stockholders, which was
filed with the SEC on or about January 3, 2006. This document is available free
of charge at the SEC's web site at www.sec.gov and from Lucent by contacting
Investor Relations at www.lucent.com, by mail to 600 Mountain Avenue, Murray
Hill, New Jersey 07974 or by telephone at 908-582-8500.
Alcatel and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Lucent in
connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction
described herein is included in the Form F-4 (and will be included in the
definitive proxy statement/prospectus for the proposed transaction). Additional
information regarding these directors and executive officers is also included in
Alcatel's annual report on Form 20-F filed with the SEC on March 31, 2006. This
document is available free of charge at the SEC's web site at www.sec.gov and
from Alcatel by contacting Investor Relations at www.alcatel.com, by mail to 54,
rue La Boetie, 75008 Paris, France or by telephone at 33-1-40-76-10-10.