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
Filed by the Registrant |X| Filed by a Party other than the Registrant|_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (As Permitted
by Rule 14A-6(e)(2))
|_| Definitive Proxy Statement
| | Definitive Additional Materials
|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)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required
|_| 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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5) Total fee paid:
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On August 18, 2006, Lucent Technologies Inc. included the following information
in LT Today, an internal electronic publication for employees:
1. I READ IN A NEWS ARTICLE THAT BASED ON AN ANALYSTS' REPORT LUCENT HAS A
PENSION FUNDING GAP OF $5 BILLION AND THAT THIS MAY CAUSE SHAREHOLDERS OF
ALCATEL TO VOTE "NO" AS THE MARKET VALUE OF LUCENT WOULD BE LESS?
First and foremost, let me point out that Lucent's pension plans remain well
funded under the federally mandated ERISA rules. That means that there are more
than enough dollars to provide for every liability expected under the pension
plan using the rules the U.S. Congress has set out, and we are not required to
make any contributions to our U.S. pension plan. Our plans, as measured by
Generally Accepted Accounting Principles (GAAP), have about $34 billion in
assets -- more than enough to cover the $31.3 billion in liabilities, as of
September 30, 2005.
Second, the analyst report to which you refer alleges that if Lucent employed
Alcatel's assumptions for calculating the assets and liabilities of its pension,
then there would be a pension funding gap. It is irrelevant and inappropriate to
apply Alcatel's pension assumptions to Lucent's pension plan, given the
demographics of the plan participants and the duration of the obligations -- the
length of time we typically provide pension benefits for participants -- of
Lucent's plan differs from that of Alcatel's plan.
Lucent takes its obligations to retirees seriously and manages its pension
assets prudently. It employs appropriate, even conservative, assumptions in
determining the assets and liabilities of its pension plans.
We continue to make excellent progress towards the successful completion of the
merger including clearing several major regulatory hurdles. We are on track and
remain confident the deal will close by the end of the calendar year.
Both companies continue to receive positive support from customers for the
pending merger and integration planning is well-advanced as evidenced by our
recent personnel announcements.
We intend to hit the ground running when the merger is completed and continue to
be confident about achieving the stated synergies over the time frames
previously disclosed. (8-17-06)
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 amended, 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.
WHERE TO FIND 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"), which includes a definitive proxy statement/prospectus, dated August 4,
2006, relating to 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
important information about Lucent, Alcatel, the proposed transaction and
related matters. Investors and security holders may obtain free copies of the
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 may obtain free copies of materials filed with the SEC by Lucent and
Alcatel 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.