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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|_| Definitive Proxy Statement
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|X| Soliciting Material Pursuant to ss.240.14a-12
LUCENT TECHNOLOGIES INC.
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On May 5, 2006, Lucent Technologies Inc. issued the following press release:
[ALCATEL LOGO] [LUCENT TECHNOLOGIES LOGO]
PRESS RELEASE
ALCATEL AND LUCENT TECHNOLOGIES ANNOUNCE JOINT INTEGRATION TEAM
PARIS AND MURRAY HILL, N.J., MAY 5, 2006 -- In the framework of the merger
announced on April 2, 2006, Alcatel (Paris: CGEP.PA and NYSE: ALA) and Lucent
Technologies (NYSE: LU) today announced the formation of the team that will lead
both companies' integration and transition planning efforts. The joint
Integration Team will consist of an Integration Program Office, dedicated Work
Groups, and a Steering Council.
The Integration Program Office will be responsible for the overall project
planning, schedule, and results. As previously announced, Christian Reinaudo has
been appointed EVP Program Office Leader for Alcatel. Janet Davidson, Chief
Strategy Officer of Lucent Technologies, has been appointed EVP Integration
Program Office Leader for Lucent Technologies.
The Work Groups will be responsible for the detailed integration and transition
plans for their functional areas consistent with overall project goals and
objectives, including synergy realization. A dedicated person per function from
each of the companies will be part of these Work Groups.
The Steering Council will supervise the integration planning efforts to ensure
that all project objectives and goals are met, including expected synergies. The
members representing Alcatel are Mike Quigley, Alcatel's President and chief
operating officer, Jean-Pascal Beaufret, Alcatel's chief financial officer, and
Christian Reinaudo. The members representing Lucent Technologies are Frank
D'Amelio, Lucent's chief operating officer, John Kritzmacher, Lucent's chief
financial officer, and Janet Davidson.
Serge Tchuruk, Alcatel's Chairman and CEO, and Patricia Russo, Lucent
Technologies' Chairman and CEO, will co-chair the overall integration process,
make final decisions and ensure reporting to their respective Board of
Directors.
ABOUT ALCATEL
Alcatel provides communications solutions to telecommunication carriers,
Internet service providers and enterprises for delivery of voice, data and video
applications to their customers or employees. Alcatel brings its leading
position in fixed and mobile broadband networks, applications and services, to
help its partners and customers build a user-centric broadband world. With sales
of EURO 13.1 billion and 58,000 employees in 2005, Alcatel operates in more than
130 countries. For more information, visit Alcatel on the Internet:
http://www.alcatel.com
ALCATEL PRESS CONTACTS
Regine Coqueran Tel: + 33 (0)1 40 76 49 24 regine.coqueran@alcatel.com
Mark Burnworth Tel: + 33 (0)1 40 76 50 84 mark.burnworth@alcatel.com
ALCATEL INVESTOR RELATIONS
Pascal Bantegnie Tel: + 33 (0)1 40 76 52 20 pascal.bantegnie@alcatel.com
Nicolas Leyssieux Tel: + 33 (0)1 40 76 37 32 nicolas.leyssieux@alcatel.com
Maria Alcon Tel: + 33 (0)1 40 76 15 17 maria.alcon@alcatel.com
Charlotte Tel: +1 703 668 7016 charlotte.laurent-
Laurent-Ottomane ottomane@alcatel.com
ABOUT LUCENT
Lucent designs and delivers the systems, services and software that drive
next-generation communications networks. Backed by Bell Labs research and
development, Lucent uses its strengths in mobility, optical, software, data and
voice networking technologies, as well as services, to create new
revenue-generating opportunities for its customers, while enabling them to
quickly deploy and better manage their networks. Lucent's customer base includes
communications service providers, governments and enterprises worldwide. For
more information on Lucent, which has headquarters in Murray Hill, N.J., U.S.A.,
visit http://www.lucent.com.
LUCENT PRESS CONTACTS
Bill Price Tel: + 1 908-582-4820 williamprice@lucent.com
Joan Campion Tel: + 1 908-582-5832 joancampion@lucent.com
LUCENT INVESTOR RELATIONS
John DeBono Tel: +1 908-582-7793 debono@lucent.com
Dina Fede Tel : +1 908-582-0366 fede@lucent.com
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 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.