Lucent Technologies Inc.
Michael J. Holliday
Corporate Counsel Room 6G-232
600 Mountain Avenue
Murray Hill, NJ 07974
Telephone (908) 582-8801
Facsimile (908) 582-2209
April 9, 2001
Mr. Jonathan G. Katz, Secretary
U.S. Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-0609
Re: File Number: S 7-04-01 Disclosure of Equity Compensation Plan Information
Dear Mr. Katz:
This letter will supplement the Lucent Technologies Inc. electronically filed comments of April 2, 2001 with respect to the Disclosure of Equity Compensation Plan Information Proposal.
Additional Costs if the New Disclosure is Required in the Proxy Statement Instead of the Form 10-K
Lucent has more than 5 million record/beneficial shareholders that receive proxy statements. We thought it would be helpful to provide the Commission with information on Lucent's additional proxy costs if the Commission were to require the additional disclosure in the proxy statement instead of in the Form 10-K as we recommended in our April 2, 2001 comments.
In our letter of April 2, 2001, we estimated that reporting Lucent's over 40 plans in tabular format would add at least 4 pages to the disclosure document if aggregation were not permitted. If the Commission requires that the annual disclosure be made in the proxy statement, rather than in the Form 10-K, we estimate additional printing costs of $100,000 and additional mailing costs of $200,000 for the extra pages. Even if the Commission allows aggregation, the disclosure in the proxy statement of the aggregated information for all plans would still result in significant additional expense. For companies with fewer shareholders and fewer plans, we believe that these costs could still be relatively significant.
We appreciate the opportunity to supplement our views.
If you have any questions or comments, please contact the undersigned at 908-582-8801 or Sharon Jacobson at 908-582-1846.
/s/Michael J. Holliday
Michael J. Holliday