UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
MAY 28, 2003
LUCENT TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-11639 22-3408857
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
600 MOUNTAIN AVENUE, MURRAY HILL, NEW JERSEY 07974
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(908) 582-8500
(REGISTRANT'S TELEPHONE NUMBER)
ITEM 5. OTHER EVENTS
Credit facility for Letters of Credit
On May 28, 2003, Lucent Technologies Inc. ("Lucent" or the "company") entered
into two agreements with various banks for the issuance of letters of credit.
The first agreement, the Letter of Credit Issuance and Reimbursement Agreement
("L/C Agreement") among the company, several banks and JPMorgan Chase Bank, as
administrative agent, provides for the issuance of up to $245 million of new
letters of credit for the account of Lucent and its subsidiaries until December
31, 2004. The company is required to provide cash collateral for 20% of the
total exposure for letters of credit issued under the L/C Agreement. If any
letters of credit are still outstanding under the L/C Agreement on December 31,
2004, the company will be required to provide cash collateral for 100% of the
exposure. Lucent can increase the L/C Agreement to $500 million by obtaining
additional commitments. The availability of commitments under the L/C Agreement
is subject to customary closing conditions.
The second agreement, the External Sharing Debt Agreement ("ESD Agreement")
among the company, several banks and JPMorgan Chase Bank, as administrative
agent, provides for the renewal of up to approximately $350 million of existing
letters of credit issued for the account of Lucent and its subsidiaries until
December 31, 2004. If any letters of credit are still outstanding on December
31, 2004, the company will be required to provide cash collateral for 20% of the
exposure under the letters of credit then outstanding under the ESD Agreement.
Under the L/C Agreement and the ESD Agreement, Lucent is required to meet
specified levels of quarterly operating income (adjusted for certain items) and
maintain a minimum balance of unrestricted cash and short-term investments of
not less than $2 billion, of which at least $1.1 billion must be maintained in
accounts in the U.S. If Lucent fails to meet these requirements at any time,
Lucent will be required to provide cash collateral to secure 100% of the
exposure for the letters of credit outstanding under the L/C Agreement. If
Lucent fails to meet these financial requirements on or after December 31, 2004,
Lucent will be required to provide cash collateral to secure 100% of the
exposure under the letters of credit outstanding under the ESD Agreement. Under
both agreements, if an event of default occurs, the company will be required to
provide cash collateral for all of the exposure.
Lucent also amended the Guarantee and Collateral Agreement and the Collateral
Sharing Agreement the company and certain of its subsidiaries have in favor of
JPMorgan Chase Bank, as collateral agent. Under these agreements, specified U.S.
subsidiaries of the company have guaranteed certain obligations of the company,
and the company and these subsidiaries have pledged substantially all of their
assets to secure the obligations. These agreements secure Lucent's obligations
under the L/C Agreement and the ESD Agreement. In addition, these agreements
secure obligations of Lucent and its subsidiaries for specified hedging
arrangements, guarantees to lenders for vendor financing, lines of credit for
Lucent subsidiaries, the agreement relating to a special purpose trust
established for selling vendor financings, and cash management and other bank
operating arrangements. As of March 31, 2003, the total amount of these other
obligations was $410 million.
The above description is a summary and is not a complete description of all of
the terms and conditions of these agreements. Copies of these agreements are
filed as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Letter of Credit Issuance and Reimbursement Agreement, dated as of
May 28, 2003, among Lucent Technologies Inc., several banks and
other parties thereto and JPMorgan Chase Bank, as administrative
agent.
99.2 External Sharing Debt Agreement, dated as of May 28, 2003, among
Lucent Technologies Inc., several banks and other parties thereto
and JPMorgan Chase Bank, as administrative agent.
99.3 Amended and Restated Guarantee and Collateral Agreement, dated as of
May 28, 2003, made by Lucent Technologies Inc. and certain of its
subsidiaries in favor of JPMorgan Chase Bank, as collateral agent.
99.4 Amended and Restated Collateral Sharing Agreement, dated as of May
28, 2003, made by Lucent Technologies Inc. and certain of its
subsidiaries in favor of JPMorgan Chase Bank, as collateral agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
LUCENT TECHNOLOGIES INC.
Dated: May 28, 2003 By: /S/ Mark G. Gibbens
---------------------------------
Name: Mark G. Gibbens
Title: Vice President
and Treasurer
EXHIBIT INDEX
EXHIBITS:
99.1 Letter of Credit Issuance and Reimbursement Agreement, dated as of May 28,
2003, among Lucent Technologies Inc., several banks and other parties
thereto and JPMorgan Chase Bank, as administrative agent.
99.2 External Sharing Debt Agreement, dated as of May 28, 2003, among Lucent
Technologies Inc., several banks and other parties thereto and JPMorgan
Chase Bank, as administrative agent.
99.3 Amended and Restated Guarantee and Collateral Agreement, dated as of May
28, 2003, made by Lucent Technologies Inc. and certain of its subsidiaries
in favor of JPMorgan Chase Bank, as collateral agent.
99.4 Amended and Restated Collateral Sharing Agreement, dated as of May 28,
2003, made by Lucent Technologies Inc. and certain of its subsidiaries in
favor of JPMorgan Chase Bank, as collateral agent.