Thanks Tom,
I also got some information from Lu's PR department, Just in case anyone is interested, I am copy and paste here:
>Thank you for your inquiry:
>
> Here are a few common questions and answers for our spin off. You can
> also visit our website at www.lucent.com and in our press room, view the
> press release from 3/1/00.
>
>
> 1. Q: What is the announcement Lucent made on March 1, 2000?
> A: Lucent Technologies announced plans to spin off its PBX, SYSTIMAX
> structured cabling, and LAN-based data businesses to shareowners, forming
> a separate company that will focus directly and independently on the
> enterprise networking market. The new company, which will be called Avaya
> (pronounced uhv-EYE-uh), will start with an $8 billion business and a
> customer list that includes more than 90 percent of Fortune 500 companies.
>
> 2. Q: When is the spin-off going to take effect? When will Lucent
> distribute
> stock in Avaya to Lucent shareowners?
> A: The spin-off is expected to be completed by the close of the quarter
> ending September 30, 2000. We expect the record date, or the date by
> which you have to own Lucent stock to be eligible to receive distributed
> shares of Avaya, to be in mid-September, with a distribution of the new
> company stock to Lucent shareowners on September 30.
>
> 3. Q: Is an IPO being planned for the spin-off?
> A: No, we felt that a one-step spin-off would be best for our
> shareowners. A one-step spin means that we will establish a new
> wholly-owned subsidiary and contribute the assets of these enterprise
> businesses to that subsidiary in exchange for all the new company's stock.
> We will then distribute shares of the common stock in Avaya to Lucent
> shareowners. This is generally a faster way to conduct a spinoff
> transaction and minimizes the costs to shareowners.
>
> 4. Q: What does this mean for shareowners? Will shareowners get
> to vote on this?
> A: Lucent shareowners will receive shares in the new company, Avaya. No
> shareowner vote is required for this transaction.
>
> 5. Q: How many shares of Avaya will shareowners get for each share
> of
> Lucent they own?
> A: The actual ratio for the number of unrestricted shares each shareowner
> receives will be determined about 30 days before the actual spin-off.
>
> 6. Q: Will this be a tax-free transaction?
> A: Yes, this transaction is being structured as a tax-free transaction to
> both Lucent and its shareowners. A ruling will be obtained from the IRS
> to confirm the tax-free nature of the transaction.
>
> 7. Q: How many employees will Avaya have?
> A: Avaya will have approximately 34,000 employees, about 3,500 are
> located outside the U.S. There will still be approximately 116,000
> employees with Lucent.
>
> 8. Q: What will be Avaya's revenues?
> A: Avaya generated approximately $8 billion in revenues for Fiscal Year
> 1999.
>
> 9. Q: Who are Avaya's competitors?
> A: Avaya's competitors include a number of large companies such as
> Nortel, Alcatel and Seimens. Certain parts of its business also compete
> with companies such as Cisco.
>
> 10. Q: Who will lead Avaya?
> A: Don Peterson, Lucent's Chief Financial Officer, has been named
> president and
> CEO of Avaya. Henry Schacht, former Lucent Chairman and CEO and current
> member of the Board of Directors, has been named Chairman.
>
> 11. Q: Where will Avaya be headquartered?
> A: Basking Ridge, New Jersey.
>
> 12. Q: What stock exchange will Avaya trade on and under what stock
> symbol?
> A: Avaya will be listed on the New York Stock Exchange once the spin-off
> is
> complete at the end of September. The stock symbol will be announced
> later this summer.
>
> 13. Q: When will trading in Avaya begin?
> A: Trading in Avaya will begin on a "when issued" basis in mid-September.
> By "when issued," we mean trading as if the stock were already issued and
> separately trading from Lucent stock. We expect regular trading in Avaya
> will begin on October 2.
>
> 14. Q: What will Avaya's fiscal year be?
> A: Avaya's fiscal year will start on October 1 and end on September 30.
>
> 15. Q: Does Avaya expect to pay a dividend?
> A: Avaya does not anticipate paying any dividend on its common stock for
> the foreseeable future. Avaya expects to retain future earnings to
> operate and expand its business.
>
> 16. Q: Where is Avaya incorporated?
> A: Avaya is incorporated in Delaware.
>
> 17. Q: How can I obtain a copy of the Form 10 filing?
> A:The Form 10 was filed electronically and is available by accessing the
> SEC web site on the Internet at sec.gov and follow directions
> for searching for the SEC's EDGAR database.
>
>
> Here are a few common questions and answers for our other spin off. You
> can also visit our website at www.lucent.com and in our press room, view
> the press release from 7/20/00.
>
>
> LUCENT TECHNOLOGIES PLANS TO SPIN OFF ITS MICROELECTRONICS BUSINESS TO
> SHAREOWNERS
>
> Q1. What is the announcement Lucent made on July 20, 2000?
>
> A1. Lucent Technologies announced plans to spin off its Microelectronics
> business, which includes the optoelectronics components and integrated
> circuits divisions, into a separate company. The new company, which will
> be named later will begin its life as the world's leading provider of
> communications semiconductors with about $4 billion in revenues over the
> last four quarters.
>
> Q2. Is an IPO being planned? When is the spin off going to take effect?
>
> A2. Yes, an IPO (Initial Public Offering) is being planned. We expect
> the IPO to take place before the end of the first calendar quarter of 2001
> (March 31, 2001), and the full spin off should take place mid-year 2001.
>
> Q3. How many shares of the new company will shareowners receive for each
> share of Lucent they own?
>
> A3. That will be determined as we get closer to the spin off.
>
> Q4. Who will lead the new company? Will the current leadership of the
> microelectronics business become the new senior leadership team for the
> new company?
>
> A4. John Dickson will lead the effort to form the new company. The
> senior leadership team for the new public company will be named at a later
> date.
>
> Q5. How many employees will the new Lucent have now? How many employees
> will be in the new company?
>
> A5. Based on current employment levels, the new Lucent will have
> approximately 97,000 employees (this number excludes employees in the
> Avaya enterprise business, Power business and the microelectronics
> business.) The new microelectronics company will have approximately
> 16,000 employees.
>
> Q6. Where will the new company be headquartered?
>
> A6. The new company's central campus will be in Allentown, Pennsylvania,
> with regional offices in Santa Clara, California, Ascot, U.K. and Tokyo,
> Japan.
>
> Q7. Will shareowners get to vote on this?
>
> A7. No. Shareowners will receive shares in the new company. No
> shareowner vote is required for this transaction.
>
> Q8. Will this be a tax-free transaction?
>
> A8. We anticipate that this will be a tax-free transaction.
>
> Q9. Who are the new company's competitors?
>
> A9. The new company's competitors include Texas Instruments, JDS
> Uniphase, PMC-Sierra, Broadcom and Conexant.
>
> Q10. Who are the new company's customers?
>
> A10. The new semiconductor company's customers include nine of the top 10
> PC manufacturers and virtually every major network equipment manufacturer
> including Ericsson, Nokia, Siemens, NEC, 3Com, Tyco, Quantum, Seagate,
> Sun, Apple, Dell, Cisco, Nortel and Lucent.
>
> Q11. Some employees currently own shares of Lucent through the stock
> purchase plan. Will they be able to keep them?
>
> A11. Yes. Employees can retain all Lucent shares they own outright or in
> the ESPP plan at the time of the spin off.
>
> Thank you,
>
> Investor Relations
> Lucent Technologies |
