Schedule TO/A - No. 3
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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
_________________
(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)
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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:
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third
party tender offer subject to Rule 14d-l. |
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X |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender
offer.
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This
Amendment No. 3 amends and supplements the Tender Offer on Schedule TO filed by Lucent Technologies Inc. with the
Securities and Exchange Commission on April 22, 2002, as
amended and supplemented by Amendment No. 1 to the Tender Offer on Schedule TO/A filed on
April 26, 2002 and Amendment No. 2 to the Tender Offer on Schedule TO/A filed on May 3,
2002. The Schedule TO, as amended, relates to the tender offer made 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.
Item
12 to Lucent’s Schedule TO is amended and supplemented to add new exhibits, Exhibit
99.(a)(27) and Exhibit 99.(a)(28).
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Exhibit
Number |
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Description |
| 99.(a) (27) |
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Reminder to employees who have already made elections, dated May 10, 2002 |
| 99.(a) (28) |
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Reminder to employees who have not yet made elections, dated May 10, 2002 |
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this Schedule TO/A is true, complete and correct.
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LUCENT TECHNOLOGIES INC.
By: /s/ JOHN A. KRITZMACHER
——————————————
Name: John A. Kritzmacher
Title: Senior Vice President and
Corporate Controller |
Exhibit
Number |
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Description |
| 99.(a) (27) |
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Reminder to employees who have already made elections, dated May 10, 2002 |
| 99.(a) (28) |
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Reminder to employees who have not yet made elections, dated May 10, 2002 |