Lucent sets distribution in Agere spinoff

1 A share per 92.768991 and 1 B share per 3.779818

May 14, 2002|By BLOOMBERG NEWS

MURRAY HILL, N.J. - Lucent Technologies Inc., the biggest U.S. maker of telephone equipment, set yesterday the distribution of shares in the spinoff of its remaining 58 percent stake in chip-maker Agere Systems Inc.

Lucent said it will issue one share of Agere Class A common stock for every 92.768991 shares of Lucent common stock and one Agere Class B common stock for every 3.779818 shares of Lucent common stock.

Lucent will distribute the shares June 1 to stockholders of record as of May 3. Both A and B shares of Agere will be distributed to Lucent shareholders as a tax-free dividend. Fractional shares will be distributed as cash.

Lucent told investors in March that it might have to postpone the spinoff after lower-than-expected sales raised doubts about its ability to meet banks' conditions for the transaction. Lucent said April 22 that it had fulfilled its banks' requirements to shed Agere on June 1.

Agere's A and B shares grant the holder one vote per share on all matters on which shareholders can vote, including resolutions in proxy statements and the appointment of independent auditors, said Lucent spokeswoman Michelle Davidson.

With respect to the election or removal of a member of the board of directors, Agere's A shareholders receive one vote per share, and B shareholders get four votes per share, Davidson said. Agere issued two classes of stock to ensure that the distribution would be tax-free to shareholders, Davidson said.

Lucent's shares rose 8 cents to $4.53 yesterday. Agere's shares rose 6 cents to $3.96.

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