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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The following letter was posted on Lucent's alumni website on April 25, 2006:
Dear Lucent Alumni,
As you know, Lucent and Alcatel have signed a definitive merger agreement to
create the first truly global communications solutions provider.
This combination of two experienced and well-respected global communications
leaders represents a strategic fit of vision, geography, solutions and people.
The combined company created by this merger of equals will be incorporated in
France, with executive offices in Paris. The North American operations will be
based in New Jersey where global Bell Labs will remain headquartered. Serge
Tchuruk, the chairman and CEO of Alcatel, will become non-executive chairman of
the combined company, and I will become CEO of the combined company.
This news marks the beginning of an exciting new chapter for our company. But as
with any significant change, it is natural for our stakeholders, such as
retirees, to have questions about how this impacts you. With that in mind, I
wanted to directly share with you some of the benefits this merger will provide
and our vision for the future of our combined company. But before I do that, let
me address what I know is on the top of your minds -- your pensions and retiree
healthcare benefits.
PENSIONS AND HEALTHCARE
The way the deal is structured, Lucent will become a subsidiary of a larger
parent company after the merger, and will remain the plan sponsor of the Lucent
pension plans. Therefore, there will be no change to Lucent's pension
commitments. The company will continue to meet its pension obligations
consistent with federal requirements, as it always has done. Our pension funds
are well funded under the current federally mandated ERISA rules, and the $34
billion in pension assets are held in trust funds exclusively for Lucent
retirees. A professional, experienced team of fund managers continues to oversee
these funds for the exclusive benefit of participants, and the funds are
regularly audited by independent auditors.
The rising cost of retiree health care is a national issue - not a
Lucent-specific one - and I recognize the impact it is having on retirees across
the country. We will continue managing the costs of healthcare for eligible
retirees, while balancing the needs of shareowners, retirees and current
employees. In addition, for our formerly represented U.S. retirees, Lucent will
continue to honor the commitments made to our unions in the 2004 collective
bargaining agreement.
FREQUENTLY ASKED QUESTIONS
I hope the above information answered your questions. I also wanted to share
with you some frequently asked questions and answers that we have prepared and
share with others who ask about pensions and retiree health care.
Q: WILL THE NEW COMPANY TAKE OVER THE PENSION COMMITMENTS OF LUCENT?
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Lucent's pension funds remain well funded under the federally mandated ERISA
rules. Lucent will become a subsidiary of a larger parent company after the
merger, and will remain the plan sponsor of the Lucent pension plans.
Accordingly, the transaction will not result in any change in the pension
commitments of Lucent.
Q: HOW CAN MY PENSION BE SECURE IF ALCATEL IS IN A FOREIGN COMPANY? HOW DO I
KNOW THAT THERE WILL BE A PENSION?
The pension obligations of Lucent will continue to remain with the U.S. entity,
which will become a subsidiary of a new parent company. That U.S. legal entity
will remain, and will continue to be subject to the same pension obligations.
From a pension perspective, the obligation to those pensioners remains the same.
Regardless of where a company is incorporated, it has to abide by the laws of
the countries in which it does business.
Q: WILL THE COMBINED COMPANY CONTINUE TO SUBSIDIZE RETIREE HEALTHCARE FOR
LUCENT'S RETIREES?
In the combined company, we will continue to manage the cost of U.S. retiree
healthcare. We are always looking at how to balance the needs of our retirees
with funding levels that would enable to company to remain a viable competitor.
Our goal is to be able to provide access to quality healthcare plans at a level
of subsidy that the company can afford.
HELPING CUSTOMERS ADDRESS NEW CHALLENGES
This strategic combination makes sense for both of our companies -- and our
customers -- because of three industry forces: Competition, Consolidation and
Convergence.
Competition: Our customers' competitive landscape is rapidly changing as the
telecom, media and Internet worlds continue to converge. At the same time, we
are seeing increased competition among our direct competitors.
Consolidation: As the industry continues to consolidate, our customers will
benefit from a partner with the ability to design, build and manage their
networks to deliver the advanced communications experience that end-users are
seeking.
Convergence: Our customers are experiencing greater complexity as they strive to
deliver converged services, seamlessly and securely, across a variety of
networks and devices.
In the end, the winners in this industry will be defined as those who respond
most quickly and with the most agility to these changing dynamics. This merger
will create the broadest wireless, wireline and services portfolio in the
industry, and we will be in a great position to profitably address these
dynamics.
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The most important thing to understand about this merger is that the primary
motivation behind it is to generate growth in revenues and earnings based on the
market opportunities we see in the future. Thanks to the complementary strengths
each company brings to the table, we believe that once the merger is complete
and the two companies are executing as an integrated company, we will be well
positioned to enhance long-term value for all of our stakeholders --
shareowners, customers, employees and retirees. That is the key motivation for
this merger transaction.
Sincerely,
Pat Russo
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS AND OTHER IMPORTANT INFORMATION
This letter 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. These statements constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 Form 10-K for the year ended September 30, 2005
and Alcatel's Form 20-F for the year ended December 31, 2005 as well as other
filings by Lucent and Alcatel with the US Securities and Exchange Commission.
Except as required under the US federal securities laws and the rules and
regulations of the US Securities and Exchange Commission, Lucent and Alcatel
disclaim any intention or obligation to update any forward-looking statements
after the distribution of this letter, whether as a result of new information,
future events, developments, changes in assumptions or otherwise.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
In connection with the proposed transaction, Alcatel and Lucent intend to file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including the filing by Alcatel with the SEC of a Registration Statement on Form
F-6 and a Registration Statement on Form F-4 (collectively, the "Registration
Statements"), which will include a preliminary prospectus and related materials
to register the Alcatel American Depositary Shares ("ADS"), as well as the
Alcatel ordinary shares underlying such Alcatel ADSs, to be issued in exchange
for Lucent common shares, and Lucent and Alcatel plan to file with the SEC and
mail to their respective stockholders a Proxy Statement/Prospectus relating to
the proposed transaction. The Registration Statements and the Proxy
Statement/Prospectus will contain important information about Lucent, Alcatel,
the transaction and related matters. Investors and security holders are urged to
read the Registration Statements and the Proxy Statement/Prospectus carefully
when they are available. Investors and security holders will be able to obtain
free copies of the Registration Statements and the Proxy Statement/Prospectus
and other documents filed with the SEC by Lucent and Alcatel through the web
site maintained by the SEC at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the Registration Statements and
the Proxy Statement/Prospectus when they become available 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 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 will be included in the Proxy Statement/Prospectus described
above. 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
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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 will be included in the Proxy Statement/Prospectus described
above. Additional information regarding these directors and executive officers
is also included in Alcatel's 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.
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