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To: Dennis R. Duke who wrote (45754)4/30/1998 1:41:00 AM
From: HammerHead  Read Replies (1) | Respond to of 61433
 
Lucent Agrees to Acquire
Yurie Systems for $1 Billion

By JOHN J. KELLER
Staff Reporter of THE WALL STREET JOURNAL

Lucent Technologies Inc., adding relentlessly to its
data-technology assets, agreed to buy data-equipment supplier
Yurie Systems Inc., for $1 billion, a slight premium over Yurie's
stock-market value.

Lucent said the purchase would result in a one-time charge to its
earnings for the third quarter and would lead to a "slight" dilution
of its 1999 earnings. Lucent officials declined to elaborate.

A billion dollars would seem like a lot of
money to pay for a company that had
annual revenue last year of just $51
million, but Yurie has quickly cashed in on
the increasingly critical need for
high-capacity data networks -- a market
in which Lucent had fallen behind
aggressive data-networking suppliers
such as Cisco Systems Inc. A highflier
since going public early last year, Yurie,
of Landover, Md., makes systems that
turn different kinds of digital traffic --
such as encoded voice calls and
corporate data -- into single streams
that can be handled efficiently by
high-speed traffic exchanges. These
so-called asynchronous transfer mode --
or ATM -- switches are expected to be
critical components of future
public-communications networks.

Yurie "was early to market with a
leadership product in a market that's
about to explode" from $100 million in
annual sales today to $600 million by the
year 2000, said Bill O'Shea, president of
Lucent's Data Network Systems Group.
Lucent already sells some of Yurie's
products to its phone company
customers.

Under the agreement, Lucent will pay $35
for each Yurie share, a small premium
over the $31.50 closing price of Yurie on
Friday. Yurie shares jumped 10% Monday
on the news, closing at $34.75, up $3.25, in Nasdaq Stock Market
trading. Meanwhile, trading in Yurie call options was much higher
Friday than the company's average daily volume, indicating that
traders expected the price of Yurie's stock to rise. Lucent fell
$1.4375, or 2%, to $71.9375 in composite trading on the New York
Stock Exchange Monday.

Burden on Phone Networks

The telecommunications industry is undergoing a fundamental shift
in investments as demand for high-speed data transmission and
access to the Internet put a greater burden on traditional phone
networks. Carriers such as AT&T and the Bells must upgrade their
networks to handle booming Internet traffic along with traditional
voice phone calls. As one of their principal suppliers, Lucent must
provide public carriers and private operators such as corporations
with the systems to handle this so-called broad-band
communications traffic. Otherwise, rivals such as Cisco and Bay
Networks Inc. could get to these customers first.

The telecommunications industry doesn't have a lot of time.
Internet traffic is growing 1,000% a year and data traffic over the
public network is doubling annually. Voice calling, by contrast, is
expanding at a single-digit rate.

"Data will account for more than 95% of the traffic on the public
network by the year 2005, and this will force public carriers to
adopt a new architecture for handling voice, data and video
transmission," said Christopher Stix, an analyst at Cowen & Co.
Indeed, public carriers are already coming under attack by new
networks such as Qwest Communications International Inc., IXC
Communications Inc., Level 3 Communications and others.

Bigger Acquisition Possible

Lucent could end up making a much bigger acquisition by the end
of the year to accelerate its data strategy and bring it closer to
data behemoths such as Cisco and Bay, Mr. Stix said. Since its
spinoff from AT&T, Lucent has been restricted from using the
pooling method of accounting to do acquisitions, but those
shackles come off in September. Mr. Stix said Lucent could end up
trying to buy Ascend Communications or Bay Networks, two
suppliers that could give it more throw weight in the market.
Ascend has the installed base and sales force to give Lucent
entree to a lot of customers
, while Bay "is the only credible
alternative to Cisco in the market for high-end data routers,"
noted Mr. Stix.

Mr. O'Shea won't comment on Lucent's acquisition strategy,
except to say that its buying binge is far from over. Bay Networks
wouldn't comment on acquisitions, but said it doesn't anticipate
changing its existing agreement to sell Yurie products. Ascend
officials couldn't be reached.

Yurie's management and personnel, which now number 238, will
see their responsibilities expand significantly at Lucent. Jeong Kim,
Yurie's chairman and chief executive, will become president of
Carrier Networks within Lucent's Data Networking Systems' group,
and his team will take command of all data-equipment products
developed by Lucent for the public telecommunications carrier
market. Such customers include AT&T and Sprint Corp. The unit
will be based at Yurie's current headquarters in Landover. "Both
companies are driven by a powerful urge to succeed in data
networking," said Mr. Kim. Yurie got its start building ATM systems
for the government, including the Navy, which uses its gear for a
sophisticated network linking ships. Mr. Kim once headed this
government development of ATM systems. According to a federal
filing in September, Mr. Kim owned 13.6 million Yurie shares, which
are valued at nearly $500 million based on the offer price.

Yurie's officers also include technical chief Kwok Li, who once
worked for Northern Telecom Ltd.'s Bell Northern Research
Laboratory. Harry Carr, a former chief of AT&T's Federal Systems
Defense Division, is Yurie's president and chief operating officer.

While Lucent has one of the largest hardware and software
development staffs in the world at its Bell Laboratories, Mr. O'Shea
said it was much faster and cheaper for Lucent to buy Yurie and
let Bell Labs focus on other telecom projects such as building the
next-generation switches and fiber-optic systems.

It is a strategy that Lucent has been following since the end of
last year when it began putting together purchases of key
data-communications suppliers to augment its telecom storehouse.

Late last year, Lucent agreed to purchase Prominet Corp., which
builds high-capacity Ethernet switches used by corporations to
handle their Internet traffic for $200 million in stock. That followed
Lucent's agreement in October to purchase Livingston Enterprises
Inc., Pleasonton, Calif., for $650 million in stock. Livingston makes
"access gear" that converts voice calls into "packets," or
electronic envelopes, that can be transmitted over the Internet
and systems based on the same protocols.

Mr. O'Shea said long-term projects at Bell Labs call for the
integration of products such as Yurie's into single systems. Such
gear would deliver a range of traffic-handling capabilities, thus
reducing the complexity and operational costs of future data
networks.



To: Dennis R. Duke who wrote (45754)4/30/1998 3:08:00 AM
From: Dennis R. Duke  Respond to of 61433
 
O.K., now I read the thread. I am tired. So no body write anything more until tomorrow and then I'll fill you in.....

Nah, can't wait that long.

Pat went to NN and its break out session came back for ASND presentation and stayed for TXN's presentation. I watched NN, AFCI and ASND presentations and went to the ASND breakout and post breakout sessions, until Mory and crew left for some private sessions. I'll report some comments from NN and AFCI first.

All comments are to the best of my notes and are subject to my ability to hear and understand the subject areas.

Other Presenters Comments

NN said that QoS is an important part of ATM's future success, but another key is the multi-function cost reductions of having many things in one switch. VoIP, FR and ATM within a box can save 68% of the capital equipment cost and 22% of operational costs. Less boxes, less energy.

NN also said their switches were big enough to handle all the phone traffic of the UK in one switch. Now who know if that is some optimum switch environment, but it created an impression. I assume that both of these points could be made about ASND's Core Switching products.

AFCI while not directly competing with ASND is in a nearby business, was very bullish. Visibility is getting better. Growth going up. And this could mean this whole area is getting a boost.

While it was written that Mory spoke for only 8 minutes, that was the format that Joe Noel of H&Q asked for on his companies. AFCI did the same format, yet interestingly they were not written up as hiding from the media, or carrying a small stick. And AFCI was not taking any floor questions either. So in my opinion the author of that remark has a personal agenda.

Mory's Presentation

There were 20 slides presented by Mory in his 8 minute presentation. Many were new. My request, or hope, for a Recent Wins summary was on slide 13. Listed were Williams, GTE Switching, LCI, XCOM/Level-3 (It was mentioned in the breakout session that this is not final, and it is possible that Fore could get this contract due to cheaper price on a lower product bid), AT&T, PSINet, QWEST and NTT Packet.

I will not go into slide details here. But it was a general summary of the business as we know it from the CC and analyst reports. I have a copy of the overheads, if there are any questions.

Joe Noel's Q&A Period

The questions were from H&Q's Joe Noel and the answers were all Mory's:

Q: Where is ASND visa NN and other competitors?
A: Our Core Switching products, ATM, SONET, etc., are ahead of our competitors.

Q: What is happening with QWEST and others?
A: These customers are moving to ATM management over fiber. The cross connects are all moving over the long term to an ATM enviroment.

Q: Same issue in CLEC's versus RBOC's:
A: Yes, both long term will be moving towards ATM.

Q: Will the Accesss business continue growth as in Q1?
A: In Q1 we had 8% growth in Access products and expect to see the same going forward. Content providers are using more ports, which is fueling demand. Ascend's market shares is growing through GTE, WCOM and PSINet as examples.

Q: How is the competitive environment, i.e., where is Ascend compared to Cisco?
A: I am very bullish. Ascend is well ahead of Cisco. We are not seeing Cisco Stratcom in many of our accounts.

Q: How is international growth, specifically Europe, and are there any issues regarding the MAXTNT products?
A: Maintaining low double digit growth in Europe (this QoQ, which is higher when compounded). No MAXTNT issues.

Q: What is the environment in the internet access in Europe?
A: The average connect time has raise from 5 minutes to between 15 and 20 minutes.

Q: Give us an idea of the expected growth of Japan in the second half of 1998, and state of the Japanesse market?
A: Q1 10% of sales came from one customer from ATM switching products (guess we just found out who the other 10% customer is). Interestly in Q2 we expect the same percentage revenues to come from Japan, but it will be in Access products from customers adding to internet ports to expand their networks.
Further, the expected recovery of the Japanesse economy should allow for greater growth in the second half of the year.

Q: What is happening in VoIP?
A: We are in the first phase of VoIP for long distance. This area has great promise with the average price per minute as low as 6 cents. Whihc considerably cheaper than current systems.

Q: Is ATM the preferred backbone migration for RBOC and new carriers versus ATM SONET/Packet over SONET? (I admit my notes are weak here.)
A: ATM is Quality of Service that is needed to assure customers needs are met.

Q: Where are you seeing strenght and RFP coming from?
A: RFPs are coming from all over the world. Global, FT, DT and others are looking for ATM RFP responses. As is Italy. RFPs are new business and we have to earn that business (you see a mix of confidence with these caution statements).

Q: What is happening with port density, is 3COM leading?
A: 96 ports and less LU's Livingston and USR are present and we are competing well. High end not real competitors. We are seeing Cisco in the enterprise space.

Q: How has Livingston's purchase by Lucent changed the competitive environment?
A: It has not changed. They are behaving very much the same and we are still picking up business.

Q: Can you give us and increase in your forward guidance for the Q and the Year?
A: We are comfortable with the current guidance (This is being consevative IMHO, and is a reaction to Q3. They are not going to raise until they have to. This also probably cost us today's high, but that is more likely to benefit us in the long run.).

Q: You are not going to give us any upward guidance with all this good ATM news?
A: ATM deals are delivered over several quarters and can take time to deliver. We are not raising out guidance at this time. (Could have been the nail, saying it twice.)

Breakout and Post Breakout to follow.

Dennis



To: Dennis R. Duke who wrote (45754)4/30/1998 3:55:00 AM
From: Dennis R. Duke  Read Replies (8) | Respond to of 61433
 
Here is where it gets harder to hear. The breakout session was packed when we walked in. I ended up by the door because there was no where in the room to move in. Mory, Michael and Kristina moved to the other side of the room and some of the discussion given no mics was unheard.

Breakout Session

Q: What is happening in WDM? Fill us in more
A: Ascend will announce more plans during SuperComm, including delaings with Ciena (what and when is SuperComm?)

Q: Why do carriers want ATM over SONET?
A: Quality of Service.

Q: Why SONET?
A: Bandwidth efficency

There was some discussion of the 500, the 550, GRF's, IP Navigator, MPLS standard and frankly I did not hear what was about.

Q: Explain your to be announced VPN strategy?
A: We will announce at IPCOM (The upcoming conference) our VPN strategy. Which will include VPN, PVC and working with carriers to provide service.

Q: When will we see OC-48?
A: Sometime later this year.

Q: What is Lucent planning with Yurie?
A: We can't figure out what they will do with Yurie. We can't figure out why they bought it. Michael added it sure give this industry a greater value.

Q: Please provide some numbers about international sales breakout and reconcile to growth rate for the company?
A: Michael reported that 32% of 98 sales and 40% of 99 should come from international business. Given the last Q was 27%, you can calculate the growth rate and it will be faster than the U.S. growth rate. (When pressed on the reconcilation to estimate they quickly put the calculation responsibility on the audience. More on this topic later.)

Q: What is grow faster Access or Core Switching?
A: (You know this from the CC.) Michael reported that Core Switching will pass Access before year end and will be over 50% of 98 revenue.

Q: Japan
A: Flat Q1 to Q2 (Remember it was expected in the CC that Japan would be 5% as I recall. Here again this is an upside surprise, so not giving pward guidance is preceived as negative. I just think they are being conservative.)

Q: In the session downstairs you indicated RFPs were strong in Europe. What about the rest of the world?
A: We are seeing RFPs from all over the world, Latin American, Asia and Europe.

Q: Are the RFPs focusing on only ATM?
A: No, we are more and more offering system solutions with FR, and other componets.

Q: Status and growth of DSLTNT?
A: We saw good growth last Q. We are in the uptake of DSL technology to CLEC and many backbone Carriers, and have many trials currently underway.
Alcatel is pressuring prices in this area, and ADSL is winning as a platform versus SDSL.

Q: Are the Core Switching oppotunities Williams sized deals?
A: We are seeing a lot of RFPs in the $10 and $25 million ranges, but it must be remembered that we delivery many of these contracts over many quarters.

Q: Tell us more about the international expansion and what currency effects that might have?
A: Michael reported that ASND does not deal in foreign currency and all products going abroad are shipped from U.S. in U.S. Dollars. Thus Ascend does not bear any currency risk. There was more discussion about growth rates accelerating in international for the remainder of the year. Also China is the number 2 foreign subsidiary now. We are looking for a rebound in Asia in second half.

Q: Wat are you forcasting for growth rates?
A: Michael, Remote Access 10 to 20%, Core Switching 20 to 30%. (Estimate sounds low.)

Q: Port Pricing issue?
A: Seems to be stabilized.

Q: Comment on the win ratio?
A: I am very Bullish. We have won on Qwest agaisnt Cisco, LCI agaisnt NN, etc. We do not see Cisco/Stratacom much. Nortel is getting a little stronger.

Bidding on Level III could go either to Ascend or Fore. Fore's low cost could give them a shot.

Q: A question about bank financing of business needs
A: Mory said we have $600,000,000, on the Balance Sheet. Michael discussed the leasing company. It is on Balance Sheet, but revenue is not recognizied until delivered and paid for. It is carriered as Deferred Income.
To be competitive the company is willing to give terms over gross margin reductions.

The leasing company piece was news to me. Guess the currency issue is not there. That is a good thing.

Dennis