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Technology Stocks : Ascend Communications (ASND) -- Ignore unavailable to you. Want to Upgrade?

To: Sector Investor who wrote (27710)	12/12/1997 12:34:00 AM
From: Gary Korn	Read Replies (2) \| Respond to of 61433

Assuming LU is going to purchase ASND and has backed out of the Livingston deal, it would have to tell Livingston. It would want to do so before tomorrow, 12/12, because Livingston's shareholders vote on the deal on 12/12. The following is from the S-4 filed by LU: [LIVINGSTON ENTERPRISES, INC.] November 10, 1997 Dear Shareholder: At our Special Meeting of Shareholders (the "Special Meeting") to be held on December 12, 1997, you will be asked to vote upon the approval and adoption of the Agreement and Plan of Merger dated as of October 14, 1997 (the "Merger Agreement") among Lucent Technologies Inc. ("Lucent"), LaSalle Acquisition, Inc., a wholly-owned subsidiary of Lucent ("Acquisition"), and Livingston Enterprises, Inc. ("Livingston"), providing for the merger of Acquisition with and into Livingston upon the terms and subject to the conditions of the Merger Agreement (the "Merger"). The foregoing proposal is described more fully in the accompanying Proxy Statement/Prospectus. . . . This Proxy Statement/Prospectus is being furnished to the shareholders of Livingston in connection with the solicitation of proxies by the Board of Directors of Livingston (the "Livingston Board") for use at a special meeting of the shareholders of Livingston (the "Livingston Special Meeting") to be held on December 12, 1997, at 10:00 a.m., local time, at Livingston's principal executive offices located at 4464 Willow Road, Pleasanton, California 94588, and at any adjournment thereof, for the purpose of considering and voting upon the Merger. I suspect that, perhaps, the transmittal of the bad news to Livingston leaked, explaining the sudden intense up-move in ASND today. Gary Korn

To: Sector Investor who wrote (27710)	12/12/1997 12:44:00 AM
From: Gary Korn	Read Replies (1) \| Respond to of 61433

Further to my prior post, 2 insiders at Livingston own 64% of the voting stock: [From the S-4] In connection with the execution of the Merger Agreement, Lucent entered into a Voting Agreement with Steven M. Willens and Jerrold Livingston, the beneficial holders of approximately 64% of the issued and outstanding shares of Livingston Common Stock, pursuant to which they have agreed to vote in favor of the approval of the Merger Agreement This means that another 34% percent of the voting stock is held by other early investors in Livingston. If any of these persons heard that the deal was off (and let it be known that they had heard), you can imagine what it would do to ASND's stock. Gary Korn