UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
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LUCENT TECHNOLOGIES INC.
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On Thursday, May 18, 2006 Lucent Technologies Inc. included the following
information in LT Today, an internal electronic publication for employees:
Top Tech Players on Evolving Industry -- The communications industry is getting
flipped on its head and turned inside out. Instant messagers are turning into
phones. Cell phones are turning into TVs. And that's only the beginning. To talk
about these changes, USA TODAY, in conjunction with Silicon Valley's Churchill
Club, assembled five top players from the communications industry for a
discussion in front of an audience in San Francisco last week: Patricia Russo,
CEO of Lucent; Avram Miller, CEO of The Avram Miller Co.; Tim Donahue, executive
chairman of Sprint Nextel; Jonathan Miller, CEO of AOL; and Sky Dayton, CEO of
Helio. The hour-long panel discussion was moderated by USA TODAY technology
columnist Kevin Maney.
Q. Let's talk about how things might change for users. What about presence --
this idea that, like with IMS, you can see who's available or where they are?
Russo: As these networks get more intelligent and track what you typically do
and what your patterns are, they can layer on capabilities and services that
know not only where I am but that I like this kind of restaurant, and it can ask
if I want a reservation -- and tell if anybody I know is there.
Q: In this new era, are the traditional phone companies -- or other incumbents
-- going to get their lunch eaten?
Russo: These large traditional companies have a tremendous set of assets when
you look at wireless and wireline assets, and they're making significant
investments in transforming their networks to all-IP (Internet protocol). The
truth will be told as these next-generation converged services get developed.
The large operators have as good a chance as any, but no question, competition
is increasing, and there are lots of options for consumers. So speed's
important.
Q: If you're CEO of an incumbent company, how do you manage that?
Russo: It's really a portfolio management job in some respects. At any point,
you're going be extracting value from a legacy business. The trick is timing. We
all have legacy businesses, and then there's this incredible investment we have
to make in a fundamentally different set of technologies and business
propositions. It's a challenge.
Q: What other thoughts do you have about where things are going?
Russo: If you think what is driving demand -- we think of it as four C's. It's
collaboration. It's content -- I don't even think we've begun to see the impact
of video on these networks. It's converged services -- doing multiple things.
And it's community. The opportunity for those who get ahead and develop a set of
services that are more personalized, customized, location-based and
presence-based in this next generation is going to help define who can win.
Q: What keeps you up at night?
Russo: It's where you place your bet. In our industry, you can't place a bet for
a month and change your mind. The development cycles are too long. From an
industry standpoint ... we need to find a way to grow the revenue by extracting
value from other industries. So I spend time trying to figure out how to move
money from the health care industry or entertainment industry into the
communications industry.
Q: Pat, you're in the middle of a big merger with Alcatel. What's the rationale?
Russo: Scale matters to those of us absorbing the R&D intensity needed to enable
these technologies. The industry we're in is truly global. Size and scale do
matter -- there's a lot of R&D going into the next-generation networks. And the
strategic combination (with Alcatel) is compelling. We'll have the largest R&D
investment in the world. We said we'll generate about $1.7 billion in synergies
(i.e., cost savings). Our customers want large-scale players. The combination
does that. [USA Today, 5/18]
[Editor's Note: To read more, including other panelists' comments, go to
http://www.usatoday.com/tech/news/2006-05-17-tech-ceo-roundtable_x.htm.]
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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. 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 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.