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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
LUCENT TECHNOLOGIES INC.
(NAME OF SUBJECT COMPANY (ISSUER) AND FILING PERSON (OFFEROR))
OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $0.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
549463 10 7
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(CUSIP NUMBER OF CLASS OF SECURITIES)
(UNDERLYING COMMON STOCK)
RICHARD J. RAWSON
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
LUCENT TECHNOLOGIES INC.
600 MOUNTAIN AVENUE
MURRAY HILL, NEW JERSEY 07974
(908) 582-8500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$268,010,066 $24,657
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* Calculated solely for purposes of determining the filing fee. This amount
assumes that options to purchase 252,875,689 shares of common stock of
Lucent Technologies Inc. will be exchanged and/or canceled pursuant to this
offer. The amount of the filing fee is calculated in accordance with Section
13(e)(3) of the Securities Exchange Act of 1934, as amended, and is based on
the product of (i) the approximate aggregate value of such options,
calculated based on the Black-Scholes option pricing model as the
transaction value as of April 19, 2002 (U.S. $268,010,066), multiplied by
(ii) $92.00 per each U.S. $1.0 million of the value of the transaction.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
AMOUNT PREVIOUSLY PAID: NOT APPLICABLE FILING PARTY: NOT APPLICABLE
FORM OR REGISTRATION NO.: NOT APPLICABLE DATE FILED: NOT APPLICABLE
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third party tender offer subject to Rule 14d-l.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]
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ITEM 1. SUMMARY TERM SHEET.
The information set forth under Summary of Terms of Offer in the Offer to
Exchange, dated April 22, 2002, attached hereto as Exhibit 99.(a)(1), is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the issuer is Lucent Technologies Inc., a Delaware
corporation, and the address of its principal executive office is 600 Mountain
Avenue, Murray Hill, New Jersey 07974, (908) 582-8500. The information set forth
in the Offer to Exchange under Section 16 (Information Concerning Lucent),
Section 17 (Interests of Directors and Officers; Transactions and Arrangements
Concerning the Options), Appendix A, and Appendix B is incorporated herein by
reference.
(b) This Tender Offer Statement on Schedule TO relates to an offer by
Lucent to eligible employees who hold eligible options to exchange all or a
portion of outstanding options to purchase shares of Lucent common stock, par
value $0.01 per share, having a grant price of $12.14 per share or more (and, if
an employee elects to exchange any options, all options that were granted to the
employee after October 21, 2001, regardless of the grant price), other than
certain excluded options (which are discussed below), for Lucent's promise to
grant a new common stock option for a smaller number of shares at a new grant
price. All of the new grants will be under either the Lucent Technologies Inc.
1996 Long Term Incentive Program or the Lucent Technologies Inc. 1997 Long Term
Incentive Plan, and will be made upon the terms and subject to the conditions
described in the Offer to Exchange. On August 4, 2000 and August 28, 2000,
Lucent awarded certain options, which are not eligible for exchange and are
excluded from this offer. This offer does not include options held by option
holders who are not current employees of Lucent or one of its participating
subsidiaries continuously throughout the period beginning on the commencement of
this offer and ending on the expiration of this offer. To receive a new grant,
subject to certain exceptions described in the Offer to Exchange, an option
holder must also be an employee of Lucent or one of its participating
subsidiaries continuously throughout the period beginning on commencement of
this offer and ending on the date the new options are granted, which will be a
date that is at least six months and one day after the date that the exchanged
options are canceled. Lucent currently expects that the options that employees
elect to exchange will be canceled on May 23, 2002, and that the new options
will be granted on November 25, 2002, unless Lucent extends the expiration of
this offer. The information set forth in the Offer to Exchange under Section 3
(Purpose of this Offer), Section 4 (Eligibility), Section 5 (Stock Options;
Proper Election to Exchange Stock Options), Section 9 (Acceptance of Options for
Exchange and Grant of New Options; Deferral of New Grants), Section 11
(Termination of Employment), and Section 15 (Source and Terms of New Options) is
incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 14
(Price Range of Shares Underlying the Options) is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing person is Lucent Technologies Inc. See the subject company
information set forth under Item 2(a) above.
1
ITEM 4. TERMS OF THE TRANSACTION.
(a) The material terms of the transaction are set forth in the Offer to
Exchange under Section 1 (Explanation of this Offer), Section 2 (Exchange Ratios
Applicable to the Granting of New Options), Section 4 (Eligibility), Section 5
(Stock Options; Proper Election to Exchange Stock Options), Section 7 (Your
Acceptance Constitutes Agreement), Section 8 (Your Right to Withdraw or Change
Your Election to Exchange; Your Ability to Elect to Exchange After Withdrawing
Your Election), Section 9 (Acceptance of Options for Exchange and Grant of New
Options; Deferral of New Grants), Section 11 (Termination of Employment),
Section 12 (Conditions to this Offer), Section 15 (Source and Terms of New
Options), Section 18 (Status of Options Canceled in this Offer; Accounting
Consequences of this Offer), Section 19 (Legal Matters; Regulatory Approvals),
Section 20 (Material United States Federal Income Tax Consequences), Section 21
(Material Tax Consequences for Eligible Non-United States Employees), and
Section 23 (Extension of Offer; Termination; Amendment; Extension of Grant
Date), and such information is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 17
(Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options) is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS.
Information regarding any agreements between Lucent and any other person
with respect to any securities of Lucent is set forth in the Offer to Exchange
under Section 17 (Interests of Directors and Officers; Transactions and
Arrangements Concerning the Options) and such information is incorporated herein
by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offer to Exchange under Section 3
(Purpose of this Offer) is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 9
(Acceptance of Options for Exchange and Grant of New Options; Deferral of New
Grants) and Section 18 (Status of Options Canceled in this Offer; Accounting
Consequences of this Offer) is incorporated herein by reference.
(c) The information set forth in the Offer to Exchange under Section 3
(Purpose of this Offer) is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Exchange under Section 15
(Source and Terms of New Options) and Section 24 (Fees and Expenses) is
incorporated herein by reference.
(b) No financing arrangements are necessary for the offer to exchange.
(d) Not applicable.
2
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Offer to Exchange under Section 17
(Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options) is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 17
(Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options) is incorporated herein by reference.
ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the Offer to Exchange under Section 27
(Additional Information) is incorporated herein by reference.
(b) The information set forth in the Offer to Exchange under Section 24
(Fees and Expenses) is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Exchange under Section 27
(Additional Information), on pages 47 through 89 of Lucent's Annual Report on
Form 10-K for the year ended September 30, 2001, and in Lucent's Quarterly
Report on Form 10-Q for the quarter ended December 31, 2001, is incorporated
herein by reference.
ITEM 11. ADDITIONAL INFORMATION.
(a) The information set forth in the Offer to Exchange under Section 17
(Interests of Directors and Officers; Transactions and Arrangements Concerning
the Options) and Section 19 (Legal Matters; Regulatory Approvals) is
incorporated herein by reference.
(b) Not applicable.
3
ITEM 12. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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99.(a) (1) Offer to Exchange, dated April 22, 2002
(2) Form of Letter to Eligible Option Holders
(3) Form of Transaction Center Announcement
(4) Form of Web Materials
(5) Form of LUCID Screens and Form of Electronic Exchange Offer
Election and Withdrawal Form
(6) Form of Non-Electronic Exchange Offer Election and
Withdrawal Form
(7) Form of E-mail Announcement to Senior Leadership
(8) Form of E-mail Announcement to Supervisors
(9) Form of E-mail Reminder Notices
(10) Form of E-mail Confirmation of Election and Withdrawal
(11) Form of E-mail Response to Request for Support
(12) Form of LT Today Announcement
(13) Form of Works Council Notification Slides
(14) Form of Promise to Grant New Stock Option
* (15) Lucent Annual Report on Form 10-K for the year ended
September 30, 2001, filed with the Securities and Exchange
Commission on December 28, 2001
* (16) Lucent Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Securities and Exchange
Commission on February 14, 2002
* (17) Lucent Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on December 28, 2001
(18) Form of Letter from Global Stock Plans
(19) Excerpt Pertaining to Exchange Offer from Press Release
dated April 22, 2002
(20) Excerpt from Senior Leadership Update, dated April 22, 2002
regarding the April 22, 2002 Press Release
(21) Excerpt from All-Employee Letter, dated April 22, 2002,
regarding Exchange Offer
99.(d) (1) Forms of Stock Option Agreements
(2) Lucent Technologies Inc. 1997 Long Term Incentive Plan
(3) Lucent Technologies Inc. 1996 Long Term Incentive Program
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* Incorporated by reference.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
(a) Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.
LUCENT TECHNOLOGIES INC.
By: /s/ FRANK A. D'AMELIO
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Name: Frank A. D'Amelio
Title: Executive Vice President
and Chief Financial
Officer
Date: April 22, 2002
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.(a) (1) Offer to Exchange, dated April 22, 2002
(2) Form of Letter to Eligible Option Holders
(3) Form of Transaction Center Announcement
(4) Form of Web Materials
(5) Form of LUCID Screens and Form of Electronic Exchange Offer
Election and Withdrawal Form
(6) Form of Non-Electronic Exchange Offer Election and
Withdrawal Form
(7) Form of E-mail Announcement to Senior Leadership
(8) Form of E-mail Announcement to Supervisors
(9) Form of E-mail Reminder Notices
(10) Form of E-mail Confirmation of Election and Withdrawal
(11) Form of E-mail Response to Request for Support
(12) Form of LT Today Announcement
(13) Form of Works Council Notification Slides
(14) Form of Promise to Grant New Stock Option
*(15) Lucent Annual Report on Form 10-K for the year ended
September 30, 2001, filed with the Securities and Exchange
Commission on December 28, 2001
*(16) Lucent Quarterly Report on Form 10-Q for the quarter ended
December 31, 2001, filed with the Securities and Exchange
Commission on February 14, 2002
*(17) Lucent Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on December 28, 2001
(18) Form of Letter from Global Stock Plans
(19) Excerpt Pertaining to Exchange Offer from Press Release
dated April 22, 2002
(20) Excerpt from Senior Leadership Update, dated April 22, 2002
regarding the April 22, 2002 Press Release
(21) Excerpt from All-Employee Letter, dated April 22, 2002,
regarding Exchange Offer
99.(d) (1) Forms of Stock Option Agreements
(2) Lucent Technologies Inc. 1997 Long Term Incentive Plan
(3) Lucent Technologies Inc. 1996 Long Term Incentive Program
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* Incorporated by reference.