LUCENT TECHNOLOGIES INC
S-4, 1997-10-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1997

                                                                Registration No.





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                      ------------------------------------


                                    FORM S-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      ------------------------------------


                            LUCENT TECHNOLOGIES INC.

             (Exact name of Registrant as specified in its charter)

                      ------------------------------------


<TABLE>
<S>                                <C>                             <C>       
            DELAWARE                            3661                    22-3408857
(State or Other Jurisdiction of    (Primary Standard Industrial     (I.R.S. Employer
 Incorporation or Organization)     Classification Code Number)    Identification No.)
</TABLE>

                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974
                                 (908) 582-8500
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                                PAMELA F. CRAVEN
                              VICE PRESIDENT - LAW
                            LUCENT TECHNOLOGIES INC.
                               600 MOUNTAIN AVENUE
                          MURRAY HILL, NEW JERSEY 07974
                                 (908) 582-8500
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                      ------------------------------------


                                   Copies to:
  Michael J. Holliday, Esq.                         Steven E. Bochner, Esq.
  Lucent Technologies Inc.                             Nevan C. Elam, Esq.
    600 Mountain Avenue                        Wilson Sonsini Goodrich & Rosati,
Murray Hill, New Jersey 07974                       Professional Corporation
                                                       650 Page Mill Road
                                                   Palo Alto, California 94304

                      ------------------------------------

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective and all
other conditions to the merger (the "Merger") of LaSalle Acquisition, Inc., a
wholly-owned subsidiary of Lucent Technologies Inc., with and into Livingston
Enterprises, Inc. pursuant to the Agreement and Plan of Merger described in the
enclosed Proxy Statement/Prospectus have been satisfied or waived.

          If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                  Proposed Maximum         Proposed Maximum
Title of Each Class of Securities           Amount to be         Offering Price Per       Aggregate Offering            Amount of
           to be Registered                 Registered(1)             Share                    Price(2)             Registration Fee
<S>                                        <C>                   <C>                      <C>                       <C>
Common Stock, $.01 par value(3)........    7,666,129 shares             (2)                     $28,363,000                $8,595

</TABLE>

(1)      Represents the estimated maximum number of shares of Lucent Common
         Stock which are issuable upon consummation of the Merger, computed
         based on the estimated maximum number of shares of Livingston Common
         Stock (15,904,832) that may be converted into shares of Lucent Common
         Stock to be registered.

(2)      Pursuant to Rule 457(f)(2) promulgated under the Securities Act of
         1933, the registration fee is based on the book value of the common
         stock, no par value, of Livingston Enterprises, Inc. as of August 31,
         1997.

(3)      Includes associated Preferred Share Purchase Rights, which initially
         are attached to and trade with the Shares of Lucent Common Stock being
         registered hereby. Value attributable to such Preferred Share Purchase
         Rights, if any, is reflected in the market price of Lucent Common
         Stock.

                      ------------------------------------

         THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
<PAGE>   2
                            LUCENT TECHNOLOGIES INC.

                              CROSS-REFERENCE TABLE

 Cross Reference Sheet between Items of Form S-4 and Proxy Statement/Prospectus
                   pursuant to Item 501(b) of Regulation S-K.


<TABLE>
<CAPTION>
 ITEM                                                                                       CAPTION OR LOCATION IN
NUMBER                           ITEM IN FORM S-4                                         PROXY STATEMENT/PROSPECTUS
- ------                           ----------------                                         --------------------------
<S>       <C>                                                            <C>
  1.      Forepart of Registration Statement and Outside Front Cover
          Page of Prospectus............................................ Facing Page, Cross-Reference Table and Outside Front
                                                                         Cover Page of Proxy Statement/Prospectus
  2.      Inside Front and Outside Back Cover Pages of Prospectus....... Table of Contents, "Available Information" and
                                                                         "Incorporation of Documents by Reference"
  3.      Risk Factors, Ratio of Earnings to Fixed Charges and Other
          Information................................................... "Summary" and "Risk Factors"
  4.      Terms of the Transaction...................................... "Summary," "The Merger," "Terms of the Merger" and
                                                                         "Comparison of the Rights of Holders of Lucent Common
                                                                         Stock and the Rights of Holders of Livingston Common
                                                                         Stock"
  5.      Pro Forma Financial Information............................... Not Applicable
  6.      Material Contacts with the Company Being Acquired............. "The Merger"
  7.      Additional Information Required for Reoffering by Persons
          and Parties Deemed to be Underwriters......................... Not Applicable
  8.      Interests of Named Experts and Counsel........................ "Experts" and "Legal Matters"
  9.      Disclosure of Commission Position on Indemnification for
          Securities Act Liabilities.................................... Not Applicable
  10.     Information with Respect to S-3 Registrants................... "Incorporation of Documents by Reference," "Recent
                                                                         Developments" and "Certain Information Concerning
                                                                         Lucent"
  11.     Incorporation of Certain Information by Reference............. "Incorporation of Documents by Reference" and "Available
                                                                         Information"
  12.     Information with Respect to S-2 or S-3 Registrants............ Not Applicable
  13.     Incorporation of Certain Information by Reference............. Not Applicable
  14.     Information with Respect to Registrants Other Than S-3 or 
          S-2 Registrants............................................... Not Applicable
  15.     Information with Respect to S-3 Companies..................... Not Applicable
  16.     Information with Respect to S-2 or S-3 Companies.............. Not Applicable
  17.     Information with Respect to Companies Other Than S-3 or 
          S-2 Companies................................................. "Summary" and "Certain Information Concerning
                                                                         Livingston"
  18.     Information if Proxies, Consents or Authorizations Are to Be
          Solicited .................................................... "Incorporation of Documents by Reference," "Summary,"
                                                                         "Livingston Special Meeting," "The Merger," "Certain
                                                                         Transactions," "Certain Information Concerning Livingston"
                                                                         and "Dissenters' Rights"
  19.     Information if Proxies, Consents or Authorizations Are Not to 
          Be Solicited, or in an Exchange Offer......................... Not Applicable
</TABLE>
<PAGE>   3
                         [LIVINGSTON ENTERPRISES, INC.]

                                                              November    , 1997

Dear Shareholder:

         At our Special Meeting of Shareholders (the "Special Meeting") to be
held on December   , 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.

         After careful consideration, Livingston's Board of Directors has
unanimously determined that the terms of the Merger Agreement and the Merger are
fair to, and in the best interests of, Livingston and its shareholders.
Accordingly, Livingston's Board of Directors has unanimously approved the Merger
Agreement and unanimously recommends that the shareholders of Livingston vote
FOR approval of the Merger Agreement and the Merger. The approval of the Merger
Agreement and the Merger requires the affirmative vote of holders of at least a
majority of the outstanding shares of the Common Stock of Livingston. 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 and the Merger and have granted certain
officers of Acquisition an irrevocable proxy and power of attorney to vote their
shares in favor of the approval of the Merger Agreement and the Merger.

         Shareholders are urged to review carefully the information contained in
the Proxy Statement/Prospectus attached hereto prior to deciding how to vote
their shares at the Special Meeting.

         Whether or not you expect to attend the Special Meeting in person,
please complete, sign and promptly return the enclosed proxy in the enclosed
postage-prepaid envelope to assure representation of your shares. You may revoke
your proxy at any time before it has been voted, and if you attend the Special
Meeting you may vote in person, even if you previously returned your proxy. Your
prompt cooperation will be greatly appreciated.

                                            Sincerely,



                                            Steven M. Willens
                                            Chairman of the Board, President and
                                            Chief Executive Officer
<PAGE>   4
                          LIVINGSTON ENTERPRISES, INC.
                                4464 Willow Road
                          Pleasanton, California 94588
               ---------------------------------------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                          To be Held on December   , 1997

TO THE SHAREHOLDERS OF LIVINGSTON ENTERPRISES, INC.

         NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Special Meeting") of Livingston Enterprises, Inc., a California corporation
("Livingston"), will be held on December   , 1997, at 10:00 a.m., local time, at
Livingston's principal offices at 4464 Willow Road, Pleasanton, California
94588.

         At the Special Meeting you will be asked to consider and vote upon the
following proposal:

         To approve and adopt the Agreement and Plan of Merger dated as of
October 14, 1997 (the "Merger Agreement"), among Lucent Technologies Inc., a
Delaware corporation ("Lucent"), LaSalle Acquisition, Inc., a California
corporation and a wholly-owned subsidiary of Lucent ("Acquisition"), and
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").

         Pursuant to the Merger Agreement (a) each share of Common Stock, no par
value per share, of Livingston ("Livingston Common Stock") issued and
outstanding at the effective time of the Merger will be converted into 0.482
("Exchange Ratio") of a fully paid and nonassessable share of common stock, par
value $.01 per share, of Lucent ("Lucent Common Stock"), and (b) each option to
purchase shares of Livingston Common Stock ("Livingston Option") that is not
exercised prior to the consummation of the Merger will be assumed by Lucent and
will thereafter represent an option to purchase a certain number of shares of
Lucent Common Stock at an exercise price proportionately adjusted to reflect the
Exchange Ratio.

         THE BOARD OF DIRECTORS OF LIVINGSTON UNANIMOUSLY RECOMMENDS THAT YOU
VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND APPROVAL OF THE
MERGER.

         Detailed information concerning the Merger Agreement and the Merger is
contained in the accompanying Proxy Statement/Prospectus; please read it
carefully.

                                                For the Board of Directors,


                                                Steven M. Willens
                                                Chairman of the Board, President
                                                and Chief Executive Officer

Pleasanton, California
November    , 1997

         WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON,
PLEASE COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. A SHAREHOLDER WHO EXECUTES A PROXY MAY REVOKE IT AT ANY
TIME BEFORE IT IS EXERCISED BY GIVING WRITTEN NOTICE OF REVOCATION TO
LIVINGSTON, BY SUBSEQUENTLY FILING ANOTHER PROXY OR BY ATTENDING THE SPECIAL
MEETING AND VOTING IN PERSON.

               HOLDERS OF LIVINGSTON COMMON STOCK SHOULD NOT SEND
                     STOCK CERTIFICATES WITH THEIR PROXIES.



<PAGE>   5
LUCENT TECHNOLOGIES INC.                           LIVINGSTON ENTERPRISES, INC.
600 MOUNTAIN AVENUE                                4464 WILLOW ROAD
MURRAY HILL, NEW JERSEY 07974                      PLEASANTON, CALIFORNIA  94588

                           PROXY STATEMENT/PROSPECTUS
                      ------------------------------------

       This Proxy Statement/Prospectus constitutes the prospectus of Lucent
Technologies Inc., a Delaware corporation ("Lucent"), with respect to the
issuance of approximately 7,661,129 shares of common stock of Lucent, par value
$.01 per share (the "Lucent Common Stock"), together with the corresponding
percentage right (a "Lucent Right") to purchase shares of Lucent junior
preferred stock, par value $1.00 per share ("Lucent Junior Preferred Stock"),
issued pursuant to the Rights Agreement, dated as of April 4, 1996 (the "Rights
Agreement"), between Lucent and First Chicago Trust Company of New York (the
"Rights Agent") to be issued in a merger (the "Merger") between Livingston
Enterprises, Inc., a California corporation ("Livingston"), and LaSalle
Acquisition, Inc., a California corporation that is a wholly-owned subsidiary of
Lucent ("Acquisition"), upon the terms and subject to the conditions set forth
in the Agreement and Plan of Merger, dated as of October 14, 1997 (the "Merger
Agreement"), among Lucent, Acquisition and Livingston, with Livingston surviving
as a wholly-owned subsidiary of Lucent. Subject to the terms and conditions of
the Merger Agreement, each share of common stock, no par value per share, of
Livingston ("Livingston Common Stock") outstanding immediately prior to the time
the Merger is effective (other than the shares of Livingston Common Stock owned
by Lucent or Livingston which shall be canceled and other than Dissenting Shares
(as defined below)) will be converted into 0.482 (the" Exchange Ratio") of a
share of Lucent Common Stock. Cash will be paid in lieu of any fractional share
of Lucent Common Stock. Shares of Livingston which are not voted in favor of the
Merger and as to which the holders have properly demanded appraisal ("Dissenting
Shares") in accordance with the California Corporations Code (the "California
Code") will be entitled to receive such consideration as determined to be due in
accordance with the California Code.

       The consummation of the Merger is subject, among other things, (i) to the
approval and adoption of the Merger Agreement by a majority of the outstanding
shares entitled to vote thereon at the Livingston Special Meeting (as defined
below), provided that a quorum is present and (ii) to the receipt of certain
regulatory approvals. Concurrent with the Merger Agreement, Lucent has entered
into a voting agreement with two Livingston shareholders who hold approximately
64% of the outstanding shares of Livingston Common Stock, pursuant to which such
shareholders have agreed to vote in favor of the Merger and have granted certain
officers of Acquisition an irrevocable proxy and power of attorney to vote their
shares in favor of the Merger. SEE "RISK FACTORS" COMMENCING ON PAGE 11 FOR A
DESCRIPTION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED BY SHAREHOLDERS BEFORE
VOTING. A conformed copy of the Merger Agreement is attached hereto as Appendix
A.

       Lucent Common Stock is listed for trading under the symbol "LU" on the
New York Stock Exchange (the "NYSE"). On October 14, 1997, the last trading day
prior to the public announcement of the Merger, the last reported sale price of
Lucent Common Stock, as reported on the NYSE Composite Transactions Tape, was
$88 per share. On November   , 1997, the last trading day prior to the date of
this Proxy Statement/Prospectus, the last reported sale price of Lucent Common
Stock, as reported on the NYSE Composite Transactions Tape, was $    per share.

       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   , 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.

       NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH THE SOLICITATION OF PROXIES OR THE
OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY LUCENT OR
LIVINGSTON. THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION
OF A PROXY, IN ANY JURISDICTION, TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT
IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER
THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF
SECURITIES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF LUCENT, LIVINGSTON OR
ACQUISITION SINCE THE DATE OF THIS PROXY STATEMENT/PROSPECTUS OR THAT
INFORMATION IN THIS PROXY STATEMENT/PROSPECTUS OR IN THE DOCUMENTS INCORPORATED
BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THE DATES THEREOF.

                      ------------------------------------


       THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      ------------------------------------


        This date of this Proxy Statement/Prospectus is November   , 1997.

<PAGE>   6
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
AVAILABLE INFORMATION.................................................................1
INCORPORATION OF DOCUMENTS BY REFERENCE...............................................2
SUMMARY...............................................................................3
       Risk Factors...................................................................3
       The Companies..................................................................3
       Accounting Treatment...........................................................4
       Livingston Special Meeting.....................................................4
       Share Ownership of Management..................................................4
       Quorum; Required Vote..........................................................5
       The Merger and the Merger Agreement............................................5
       Other Related Matters..........................................................6
       Comparison of the Rights of Holders of Lucent Common Stock and the Rights of
                Holders of Livingston Common Stock ...................................7
       Market Prices and Dividends....................................................7
       Summary Selected Financial Information.........................................8
RISK FACTORS.........................................................................11
       Fixed Exchange Ratio Despite Changes in Lucent Stock Price....................11
       Necessity of Receiving Governmental Approvals Prior to the Merger.............11
       Conflicts of Interest.........................................................12
       Absence of Review of Adequacy of Merger Consideration.........................12
       Tax Risks Associated With the Merger..........................................12
LIVINGSTON SPECIAL MEETING...........................................................12
       Date, Time, Place and Purpose.................................................12
       Record Date; Voting Rights ...................................................13
       Voting Agreements.............................................................13
       Share Ownership of Management.................................................13
       Quorum; Required Vote.........................................................13
       Proxies  .....................................................................14
       Solicitation of Proxies; Expenses.............................................15
THE MERGER...........................................................................15
       General  .....................................................................15
       Background of the Merger......................................................16
       Recommendation of the Livingston Board .......................................18
       Interests of Certain Persons in the Merger....................................18
       Lucent's Reasons for the Merger...............................................20
       Livingston's Reasons for the Merger...........................................20
       Resales of Lucent Common Stock................................................22
TERMS OF THE MERGER AGREEMENT........................................................22
       Conversion of Shares in the Merger............................................22
       No Fractional Shares..........................................................23
       Adjustment of Exchange Ratio..................................................23
       Exchange Agent; Procedures For Exchange of Certificates.......................23
       Effective Time of the Merger..................................................25
       Dissenting Shares.............................................................25
       Representations and Warranties................................................25
</TABLE>

                                       v
<PAGE>   7
<TABLE>
<S>                                                                                     <C>
       Conduct of Business Pending the Merger............................................26
       Reorganization....................................................................27
       No Solicitation...................................................................27
       Conditions to the Merger..........................................................28
       Stock Options; Unvested Restricted Stock..........................................29
       Indemnification...................................................................30
       Termination.......................................................................30
       Fees and Expenses.................................................................31
       Amendment.........................................................................31
       Waiver   .........................................................................31
OTHER RELATED MATTERS....................................................................31
       Regulatory Matters................................................................31
       Non-Competition Agreements........................................................31
       Accounting Treatment..............................................................32
       Certain Federal Income Tax Consequences...........................................32
       Stock Exchange Listing............................................................34
DESCRIPTION OF LUCENT CAPITAL STOCK......................................................34
DISSENTERS' RIGHTS.......................................................................35
       Rights of Dissenting Shareholders.................................................35
       Federal Income Tax Treatment .....................................................36
COMPARISON OF THE RIGHTS OF HOLDERS OF LUCENT COMMON STOCK
AND THE RIGHTS OF HOLDERS OF LIVINGSTON COMMON STOCK.....................................36
       Certain Voting Rights.............................................................37
       Dividends.........................................................................38
       Election of Directors; Board of Directors.........................................38
       Removal of Directors; Filling Vacancies on the Board of Directors.................39
       Special Meetings of Shareholders; Shareholder Action By Written Consent...........39
       Inspection of Shareholders' List..................................................40
       Shareholder Derivative Suits......................................................40
       Amendment of Bylaws...............................................................41
       Amendment of Charter..............................................................41
       Dissenting or Appraisal Rights....................................................42
       Certain Business Combinations and Reorganizations.................................42
       Loans to Officers and Employees...................................................43
       Interested Director Transactions..................................................43
CERTAIN INFORMATION CONCERNING LUCENT....................................................44
CERTAIN INFORMATION CONCERNING LIVINGSTON................................................44
       Management's Discussion and Analysis of Financial Condition and Results of
                Operations...............................................................45
       Executive Compensation............................................................52
       Aggregated Option Exercises in Fiscal 1997 and Fiscal 1997 Year-End 
                Option Values............................................................54
       Livingston Stock Information......................................................54
       Certain Transactions..............................................................55
LEGAL MATTERS............................................................................56
EXPERTS..................................................................................56
LIVINGSTON CONSOLIDATED FINANCIAL STATEMENTS ...........................................F-1
</TABLE>


                                       vi
<PAGE>   8
APPENDICES
       Appendix A -- Agreement and Plan of Merger
       Appendix B -- California Corporations Code -- Dissenters' Rights

                                      vii
<PAGE>   9
                              AVAILABLE INFORMATION

         Lucent is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the following Regional Offices of the
Commission: Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such materials relating to Lucent may also be inspected at the NYSE,
20 Broad Street, New York, New York 10005. The Commission maintains a World Wide
Website that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the site is http://www.sec.gov.

         Lucent has filed with the Commission a registration statement on Form
S-4 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933 (the "Securities Act") with respect to the
issuance of shares of Lucent Common Stock in connection with the Merger. This
Proxy Statement/Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to the
Registration Statement and the Exhibits thereto for further information.
Statements contained or incorporated by reference herein concerning the
provisions of any agreement or other document filed as an Exhibit to the
Registration Statement or otherwise filed with the Commission are not
necessarily complete and reference is hereby made to the copy thereof so filed
for more detailed information, each such statement being qualified in its
entirety by such reference.

         The information in this Proxy Statement/Prospectus concerning Lucent
and Acquisition has been furnished by Lucent; the information concerning
Livingston and its consolidated subsidiaries has been furnished by Livingston.
Livingston is not subject to the informational requirements of the Exchange Act.

         All reports and other documents filed by Lucent pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Proxy Statement/Prospectus and prior to the date of the Livingston Special
Meeting, and any and all adjustments thereof shall be deemed to be incorporated
by reference herein and to be a part hereof from the dates of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Proxy Statement/Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Proxy Statement/Prospectus.


                                        1
<PAGE>   10
         THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS
(OTHER THAN EXHIBITS THERETO WHICH ARE NOT SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER OF LIVINGSTON COMMON STOCK, TO WHOM THIS PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO CORPORATE
HEADQUARTERS, LUCENT TECHNOLOGIES INC., 600 MOUNTAIN AVENUE, MURRAY HILL, NEW
JERSEY 07974, TELEPHONE NUMBER 1-888-4 LUCENT. IN ORDER TO ENSURE TIMELY
DELIVERY OF DOCUMENTS, ANY REQUEST THEREFOR SHOULD BE MADE NO LATER THAN
DECEMBER   , 1997.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents heretofore filed with the Commission pursuant
to the Securities Act and the Exchange Act are incorporated herein by reference
(Commission File No. 001-11639):

         1.       Lucent's Transition Report on Form 10-K for the transition
                  period from January 1, 1996 through September 30, 1996, filed
                  with the Commission on December 30, 1996;

         2.       Lucent's Quarterly Reports on Form 10-Q for the quarters ended
                  December 31, 1996, March 31, 1997 (as amended by Form 10-Q/A
                  filed May 21, 1997) and June 30, 1997;

         3.       The "Description of Capital Stock" section of Lucent's
                  Registration Statement on Form 10 filed with the Commission on
                  February 26, 1996, as amended by Amendment No. 1 thereto filed
                  on Form 10/A on March 12, 1996, Amendment No. 2 thereto filed
                  on Form 10/A on March 22, 1996 and Amendment No. 3 thereto
                  filed on Form 10/A on April 1, 1996; and

         4.       Lucent's Current Report on Form 8-K dated October 21, 1997.

         As used herein, unless the context otherwise clearly requires: "Lucent"
refers to Lucent Technologies Inc. and its consolidated subsidiaries and
"Livingston" refers to Livingston Enterprises, Inc. and its consolidated
subsidiaries. Capitalized terms not defined in this Proxy Statement/Prospectus
have the respective meanings specified in the Merger Agreement.



                      ------------------------------------


                                        2
<PAGE>   11
                                     SUMMARY

         The following is a brief summary of certain information contained
elsewhere in this Proxy Statement/Prospectus or in documents incorporated herein
by reference. This summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and financial statements
included or incorporated by reference in this Proxy Statement/Prospectus.
CERTAIN CAPITALIZED TERMS USED IN THIS SUMMARY ARE DEFINED ELSEWHERE IN THIS
PROXY STATEMENT/PROSPECTUS.

                      ------------------------------------


         SHAREHOLDERS OF LIVINGSTON ARE URGED TO READ THIS PROXY
STATEMENT/PROSPECTUS AND THE APPENDICES HERETO IN THEIR ENTIRETY AND SHOULD
CONSIDER CAREFULLY THE INFORMATION SET FORTH BELOW UNDER THE HEADING "RISK
FACTORS."

                      ------------------------------------


RISK FACTORS

         In considering whether to approve and adopt the Merger Agreement, the
shareholders of Livingston should consider that: (i) the Exchange Ratio between
the Livingston Common Stock and the Lucent Common Stock is a fixed ratio and
will not be adjusted in the event of any increase or decrease in the market
price of Lucent Common Stock prior to the time that the Merger becomes
effective; (ii) the consummation of the Merger is conditioned upon the receipt
of certain governmental approvals; (iii) no independent financial adviser to
Livingston has considered whether the consideration to be received by holders of
Livingston Common Stock in connection with the Merger is fair to such holders
from a financial point of view; (iv) certain directors and executive officers of
Livingston may be deemed to have conflicts of interest with respect to the
Merger; and (v) there is a risk that all the gain or loss realized by the
holders of Livingston Common Stock as a result of the Merger will be subject to
tax. See "RISK FACTORS."

THE COMPANIES

         Lucent. Lucent is one of the world's leading designers, developers and
manufacturers of telecommunications systems, software and products. These
integrated systems and software applications enable network operators and
business enterprises to connect, route, manage and store information between and
within locations. Lucent is a global leader in the sale of public
telecommunications systems, and is a supplier of systems or software to the
world's largest networks. Lucent is also a global leader in the sale of business
communications systems and microelectronic components for communications systems
and computer manufacturers. Lucent was formed from the systems and technology
units that were formerly part of AT&T Corp. ("AT&T"), including the research and
development capabilities of Bell Laboratories. Lucent's principal executive
offices are located at 600 Mountain Avenue, Murray Hill, New Jersey 07974 and
its telephone number is (908) 582-8500.

         Livingston. Livingston is a leading provider of integrated remote
access networking solutions for Internet Service Providers ("ISPs") worldwide.
Used by ISPs to connect their subscribers to the Internet, Livingston's remote
access servers deliver high performance at a low


                                        3
<PAGE>   12
price per port, making them particularly well-suited for the intensely
competitive ISP marketplace. Livingston also provides office routers and
firewall routers that are resold by ISPs to corporate customers for Internet
connectivity and other remote access networking applications. Since Livingston
introduced its first remote access server in 1990, over 2,000 ISPs have
purchased Livingston's remote access products. Its principal executive offices
are located at 4464 Willow Road, Pleasanton, California 94588 and its telephone
number is (510) 737-2100.

         Acquisition. Acquisition was incorporated in California on October 7,
1997 solely for the purpose of consummating the Merger. Acquisition has limited
assets and no business and has not carried on any activities other than those
which are directly related to its formation and its execution of the Merger
Agreement. Its principal executive offices are located at 211 Mt. Airy Road,
Basking Ridge, New Jersey 07920 and its telephone number is (908) 953-4900.

ACCOUNTING TREATMENT

         The Merger will be accounted for as a "purchase" transaction for
accounting and financial reporting purposes, in accordance with generally
accepted accounting principles. In connection with the Merger, it is anticipated
that Lucent will take a one-time charge associated with acquired in-process
research and development. Such charge is expected to be up to approximately $
million and will be taken in the fiscal quarter in which the Merger is
consummated.

LIVINGSTON SPECIAL MEETING

         Purpose. The Livingston Special Meeting will be held on December , 1997
at 10:00 a.m., local time, to consider and vote upon a proposal to approve and
adopt the Merger Agreement, which provides for the merger of Acquisition with
and into Livingston, with Livingston continuing as the surviving corporation
(the "Surviving Corporation") and a wholly-owned subsidiary of Lucent. See
"LIVINGSTON SPECIAL MEETING--Purpose."

         Record Date. Only holders of record of Livingston Common Stock at the
close of business on November  , 1997 (the "Livingston Record Date") are 
entitled to receive notice of and to vote at the Livingston Special Meeting. At
the close of business on the Livingston Record Date, there were       shares of
Livingston Common Stock outstanding, each of which entitles the registered
holder thereof to one vote. See "LIVINGSTON SPECIAL MEETING--Record Date; Voting
Rights."

SHARE OWNERSHIP OF MANAGEMENT

         As of the Livingston Record Date, the directors and executive officers
of Livingston beneficially owned approximately          (approximately       %)
of the outstanding shares of Livingston Common Stock. See "THE MERGER--Interests
of Certain Persons in the Merger."


                                        4
<PAGE>   13
QUORUM; REQUIRED VOTE

         A majority of the shares of Livingston Common Stock entitled to vote on
the Merger Agreement, represented in person or by proxy at the Livingston
Special Meeting, is required in order for a quorum to be present. In the absence
of a quorum, the Livingston Special Meeting may be adjourned by the vote of a
majority of the shares represented.

         Approval and adoption of the Merger Agreement will require the
affirmative vote of a majority of outstanding shares entitled to vote thereon at
the Livingston Special Meeting, provided that a quorum is present.

THE MERGER AND THE MERGER AGREEMENT

         General. On October 14, 1997, Lucent, Acquisition and Livingston
executed the Merger Agreement. A copy of the Merger Agreement is attached as
Appendix A to this Proxy Statement/Prospectus and is incorporated herein by
reference. At the Effective Time (as defined below) of the Merger, Acquisition
will be merged with and into Livingston, with Livingston continuing as the
Surviving Corporation and a wholly-owned subsidiary of Lucent. As a result of
the Merger, the separate corporate existence of Acquisition will cease and
Livingston will succeed to all the rights and be responsible for all the
obligations of Acquisition in accordance with the California Code. Subject to
the terms and conditions of the Merger Agreement, each share of Livingston
Common Stock outstanding immediately prior to the Effective Time (other than
shares owned directly or indirectly by Lucent or Livingston which shall be
canceled and other than Dissenting Shares) will be converted into 0.482 of a
share of Lucent Common Stock, together with the corresponding percentage of a
Lucent Right. Cash will be paid in lieu of any fractional share of Lucent Common
Stock. At the Effective Time, all outstanding stock options to purchase
Livingston Common Stock ("Stock Options") will be assumed by Lucent and will
thereafter represent options to purchase a number of shares of Lucent Common
Stock at an exercise price proportionately adjusted to reflect the Exchange
Ratio ("Substitute Options"). Following the Merger, the Substitute Options will
continue to be subject to the terms and conditions of Livingston's 1994 Stock
Option Plan, as amended (the "1994 Stock Plan"), and the applicable option
agreements, including vesting restrictions, if any. The consideration for
Dissenting Shares, if any, will be paid in accordance with the provisions of the
California Code. The Exchange Ratio for Livingston Common Stock is subject to
adjustment in certain circumstances. See "THE MERGER--General," "TERMS OF THE
MERGER AGREEMENT--Conversion of Shares in the Merger," "--No Fractional Shares,"
"--Adjustment of Exchange Ratio" and "--Dissenting Shares" and "DISSENTERS'
RIGHTS."

         Recommendation of the Livingston Board. The Livingston Board has
unanimously determined that the Merger is advisable and fair to, and in the best
interests of, Livingston and its shareholders and has approved the Merger
Agreement. THE LIVINGSTON BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS OF
LIVINGSTON VOTE FOR THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AT THE
LIVINGSTON SPECIAL MEETING. For a discussion of the interests that certain
officers and directors of Livingston have with respect to the Merger in addition
to their interests as shareholders of Livingston generally see "THE
MERGER--Interests of Certain Persons in the Merger." Such interests, together
with other relevant factors, were considered by the Livingston


                                        5
<PAGE>   14
Board in making its recommendation and approving the Merger Agreement. See "THE
MERGER--Recommendation of the Livingston Board of Directors" and "--Livingston's
Reasons for the Merger."

         Interests of Certain Persons in the Merger. As of the Livingston Record
Date, the directors and executive officers of Livingston beneficially owned
approximately (i) shares of Livingston Common Stock for which they will receive
the same consideration in connection with the Merger as other Livingston
shareholders and (ii) unexercised options to acquire       shares of Livingston
Common Stock which will be treated as described herein under "TERMS OF THE
MERGER AGREEMENT--Stock Options; Unvested Restricted Stock." Concurrent with the
execution of the Merger Agreement, Lucent entered into an employment agreement
with Steven M. Willens, the President, Chief Executive Officer, Chief Technology
Officer and Chairman of Livingston, which provides certain benefits to Mr.
Willens. See "THE MERGER--Interests of Certain Persons in the Merger."

         Effective Time of the Merger. The Merger will become effective at the
time (the "Effective Time") of the filing of an Agreement of Merger with the
Secretary of State of the State of California in accordance with the provisions
of the California Code, such later date as may be specified in the Agreement of
Merger or such later date as Lucent, Acquisition and Livingston may mutually
agree. The Agreement of Merger will be filed as soon as practicable following
the satisfaction or waiver of the conditions in the Merger Agreement. The
parties currently anticipate that the Merger will occur on or before December
31, 1997, although there can be no assurance as to whether or when the Merger
will occur. See "TERMS OF THE MERGER AGREEMENT--Effective Time of the Merger."

         Conditions of the Merger. The respective obligations of the parties to
consummate the Merger are subject to the satisfaction or waiver of certain
conditions including the approval and adoption of the Merger Agreement by the
requisite vote of the Livingston shareholders, the continued effectiveness of
the Registration Statement and the receipt of certain regulatory approvals. The
respective obligations of Lucent and Acquisition on the one hand and Livingston
on the other are also conditioned upon the satisfaction or waiver by the other
party of certain conditions including performance of obligations, no material
adverse change and receipt of certain consents. See "TERMS OF THE MERGER
AGREEMENT--Conditions to the Merger."

         Termination. The Merger Agreement may be terminated (a) by mutual
consent; (b) by either Lucent or Livingston, if (i) the Effective Time does not
occur by March 31, 1998, subject to certain limitations or (ii) any court or
governmental authority having jurisdiction has permanently enjoined or
prohibited the Merger; or (c) by either Lucent or Livingston if the other
materially breaches its obligations under the Merger Agreement unless such
failure is cured within 10 business days. See "TERMS OF THE MERGER
AGREEMENT--Termination."

OTHER RELATED MATTERS

         Regulatory Matters. Lucent and Livingston filed on October , 1997 with
the Federal Trade Commission (the "FTC") and the Antitrust Division of the
Department of Justice (the "Department of Justice") the notifications required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
"HSR Act"). Consummation of the Merger is subject


                                        6
<PAGE>   15
to the expiration or the early termination of the waiting period under the HSR
Act. In addition, Lucent and Livingston will make filings and applications with
certain governmental agencies, domestic and foreign, with respect to the
transactions contemplated by the Merger Agreement.
See "OTHER RELATED MATTERS--Regulatory Matters."

         Certain Federal Income Tax Consequences. It is a condition to the
consummation of the Merger that Lucent and Livingston receive an opinion from
their respective tax counsel that, among other things, the Merger will
constitute a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and no gain or loss will
be recognized by the shareholders of Livingston as a result of the Merger,
except with respect to cash, if any, received in lieu of fractional shares of
Lucent Common Stock. See "OTHER RELATED MATTERS--Certain Federal Income Tax
Consequences," "TERMS OF THE MERGER AGREEMENT--Conditions to the Merger" and
"DISSENTERS' RIGHTS--Federal Income Tax Treatment."

COMPARISON OF THE RIGHTS OF HOLDERS OF LUCENT COMMON STOCK AND THE RIGHTS OF
HOLDERS OF LIVINGSTON COMMON STOCK

         Livingston shareholders' rights are currently governed by California
law, the Restated Articles of Incorporation of Livingston (the "Livingston
Articles") and the Bylaws of Livingston, as amended (the "Livingston Bylaws").
Upon consummation of the Merger, shareholders of Livingston receiving Lucent
Common Stock will become stockholders of Lucent and their rights as such will be
governed by Delaware law, the Restated Certificate of Incorporation of Lucent
(the "Lucent Certificate") and the Bylaws of Lucent (the "Lucent Bylaws"). See
"COMPARISON OF THE RIGHTS OF HOLDERS OF LUCENT COMMON STOCK AND THE RIGHTS OF
HOLDERS OF LIVINGSTON COMMON STOCK."

MARKET PRICES AND DIVIDENDS

         Lucent Common Stock is listed and traded on the NYSE under the symbol
"LU." The table below indicates the high and low sales prices per share of
Lucent Common Stock as quoted reported on the NYSE Composite Transactions Tape
and the dividends declared per share, during the calendar quarters indicated.
Dividends are declared at the discretion of Lucent's Board of Directors (the
"Lucent Board") and may be discontinued at any time if the Lucent Board should
determine that it is in the best interests of Lucent to eliminate the payment of
dividends.


                                        7
<PAGE>   16
<TABLE>
<CAPTION>
                                                                                     Dividends
                                                              High         Low        Declared
                                                              ----         ---        --------
<S>                                                          <C>          <C>        <C>  
1996
         Second Quarter (from April 4, 1996)............     39 1/4       29 3/4        $.075
         Third Quarter..................................     45 7/8       30 5/8         .075
         Fourth Quarter.................................     53 1/8       42 1/8         .075

1997
         First Quarter..................................     60 5/8        44 3/4        .075
         Second Quarter.................................     74 3/16       49 7/8        .075
         Third Quarter .................................     90 3/4        72 3/16       .075
         Fourth Quarter (through November    , 1997)....
</TABLE>

         On October 14, 1997, the last full trading day prior to the public
announcement of the Merger, the last sale price per share of Lucent Common Stock
was $88. On November   , 1997, the last full trading day for which information
was available prior to the printing and mailing of this Proxy Statement/
Prospectus, the last sale price per share reported for Lucent Common Stock was
$        . Because there is no established trading market for shares of
Livingston Common Stock, information with respect to the market prices thereof
and the equivalent per share market prices of Lucent Common Stock has been
omitted.

         On October 5, 1997, the Lucent Board declared a cash dividend of $.075
per share of Lucent Common Stock. The dividend is payable on December 1, 1997 to
holders of record of Lucent Common Stock on October 31, 1997. Holders of record
of Livingston Common Stock will not be entitled to receive this dividend on
Lucent Common Stock issued in the Merger.

         SHAREHOLDERS ARE ADVISED TO OBTAIN CURRENT MARKET QUOTATIONS FOR LUCENT
COMMON STOCK. NO ASSURANCE CAN BE GIVEN AS TO THE MARKET PRICE OF LUCENT COMMON
STOCK AT OR AFTER THE EFFECTIVE TIME OF THE MERGER.

SUMMARY SELECTED FINANCIAL INFORMATION

         Lucent. The following tables present summary historical financial
information for Lucent. This information is based upon the consolidated
financial statements of Lucent incorporated by reference and should be read in
conjunction therewith and the notes thereto for the periods presented. The
historical financial information set forth below may not be indicative of
Lucent's future performance and does not necessarily reflect what the financial
position and results of operations of Lucent would have been had Lucent operated
as a separate, stand-alone entity during the periods covered. Per share data for
net income and dividends for years prior to 1995 have not been presented because
Lucent's businesses were operated through various divisions and subsidiaries of
AT&T. See "INCORPORATION OF DOCUMENTS BY REFERENCE."


                                        8
<PAGE>   17
<TABLE>
<CAPTION>
                                                  NINE MONTHS
                                                      ENDED
                                                  SEPTEMBER 30,                        YEAR ENDED DECEMBER 31,
                                              ---------------------      -------------------------------------------------
                                                1996         1995         1995(1)        1994         1993          1992
                                              --------     --------      --------      --------     --------      --------
LUCENT HISTORICAL:                                                 (In millions, except per share amounts)
<S>                                           <C>          <C>           <C>           <C>          <C>           <C>     
RESULTS OF OPERATIONS
Revenues .................................    $ 15,859     $ 13,986      $ 21,413      $ 19,765     $ 17,734      $ 17,312
Gross margin .............................       6,569        6,143         8,468         8,428        7,646         6,929
Operating income (loss) ..................         487          434        (1,000)          971          669           404
Income (loss) before cumulative effect of          
   accounting changes ....................         224          150          (867)          482          430           179
Cumulative effects of accounting change ..          --           --            --            --       (4,208)           --
Net income (loss) ........................         224          150          (867)          482       (3,778)          179
Earnings per common share -
   Historical (2) ........................        0.38         0.28         (1.65)          n/a          n/a           n/a
Earnings per common share -
   Pro Forma (3) .........................        0.35         0.24         (1.36)          n/a          n/a           n/a
Dividends per common share ...............        0.15           --            --           n/a          n/a           n/a

FINANCIAL POSITION

Total assets .............................    $ 22,626     $ 18,219      $ 19,722      $ 17,340     $ 17,109      $ 14,466
Working capital ..........................       2,068          188          (384)          246        1,773        (1,719)
Total debt ...............................       3,997        4,192         4,014         3,164        3,195         3,942
Shareowners' equity ......................       2,686        2,783         1,434         2,476        2,580         3,098

OTHER INFORMATION

Sales, general and administrative expenses
   as a percentage of revenues ...........        26.8%        28.9%         33.1%         27.1%        28.3%         27.8%
Research and development expenses as a
   percentage of revenue .................        11.6         12.0          11.1          10.6         11.1           9.9
Gross margin percentage ..................        41.4         43.9          39.5          42.6         43.1          40.0
</TABLE>



(1)      Includes pretax restructuring and other charges of $2,801 ($1,847 after
         taxes) recorded as $892 of costs, $1,645 of selling, general and
         administrative expenses and $264 of research and development expenses.

(2)      The calculation of earnings per share on a historical basis includes
         the retroactive recognition to January 1, 1995 of the 524,624,894
         shares owned by AT&T.

(3)      The calculation of earnings per share on a pro forma basis assumes that
         all 636,661,931 common shares outstanding on April 10, 1996 were
         outstanding since January 1, 1995 and gives no effect to the use of
         proceeds from the initial public offering of Lucent Common Stock.

(4)      Beginning September 30, 1996, Lucent changed its fiscal year end from
         December 31 to September 30, and reported results for the nine-month
         transition period ended September 30, 1996.

         Livingston. The following selected consolidated financial data should
be read in conjunction with Livingston's consolidated financial statements and
the notes thereto, and with the section captioned "CERTAIN INFORMATION
CONCERNING LIVINGSTON--Management's Discussion and Analysis of Financial
Condition." The consolidated statement of operations data


                                        9
<PAGE>   18
for the years ended August 31, 1997, 1996, 1995 and 1994 and the consolidated
balance sheet data at August 31, 1997, 1996 and 1995 are derived from, and are
qualified by reference to, the audited consolidated financial statements of
Livingston. The consolidated statement of operations data should be read in
conjunction with such audited financial statements, the notes thereto and the
audit report of KPMG Peat Marwick LLP, independent certified public accountants.
See "FINANCIAL STATEMENTS OF LIVINGSTON." The consolidated statement of
operations data for the years ended August 31, 1994 and 1993 and the
consolidated balance sheet data at August 31, 1994 and 1993 are derived from
audited and unaudited consolidated financial statements, respectively, which are
not included in this Proxy Statement/Prospectus. The unaudited consolidated
financial statements have been prepared on the same basis as the audited
consolidated financial statements and, in the opinion of management, contain all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation of Livingston's financial position and results of operations
for such periods. The results of operations for the year ended August 31, 1997
may not be indicative of Livingston's future results.


<TABLE>
<CAPTION>
                                                               YEAR ENDED AUGUST 31,
                                             ----------------------------------------------------------
                                               1997        1996        1995         1994         1993
                                             --------    --------    --------     --------     --------
                                                      (In thousands, except per share data)
<S>                                          <C>         <C>         <C>          <C>          <C>     
LIVINGSTON HISTORICAL:
CONSOLIDATED STATEMENT OF
   OPERATIONS DATA
Product revenues ........................    $ 65,495    $ 43,229    $ 20,138     $  6,180     $  2,083
Royalty revenues ........................       7,329       2,878         323           --           --
                                             --------    --------    --------     --------     --------
Net revenues ............................      72,824      46,107      20,461        6,180        2,083
Cost of revenues ........................      27,741      18,567       8,054        2,853          962
                                             --------    --------    --------     --------     --------
   Gross profit .........................      45,083      27,540      12,407        3,327        1,121
Operating expenses:
   Research and development .............       4,289       2,512         890          462          277
   Selling and marketing ................      17,798       8,670       2,831          673          327
   General and administrative ...........       4,245       1,771         667          449          401
                                             --------    --------    --------     --------     --------
      Total operating expenses ..........      26,332      12,953       4,388        1,584        1,005
                                             --------    --------    --------     --------     --------
Operating income ........................      18,751      14,587       8,019        1,743          116
Interest income (expense), net ..........         530          85         (20)         (21)          (9)
                                             --------    --------    --------     --------     --------
Income before income taxes ..............      19,281      14,672       7,999        1,722          107
Provision for income taxes ..............       6,850       5,827       3,095          695           21
                                             --------    --------    --------     --------     --------
      Net income ........................    $ 12,431    $  8,845    $  4,904     $  1,027     $     86
                                             ========    ========    ========     ========     ========

Net income per share ....................    $    .87    $    .64    $    .39     $    .08     $    .01
                                             ========    ========    ========     ========     ========

Shares used in per share computations (1)      14,334      13,844      12,569       12,150       12,150
</TABLE>

<TABLE>
<CAPTION>
                                                        AUGUST 31,
                                   ---------------------------------------------------
                                     1997       1996       1995       1994       1993
                                   -------    -------    -------    -------    -------
                                                     (In thousands)
<S>                                <C>        <C>        <C>        <C>        <C>    
CONSOLIDATED BALANCE SHEET DATA
Cash and cash equivalents .....    $11,054    $ 3,749    $ 1,486    $   627    $    46
Working capital ...............     25,557     14,243      5,891      1,511        509
Total assets ..................     43,190     21,286      9,303      2,706        839
Total shareholders' equity ....     28,363     15,323      6,283      1,379        352
</TABLE>

- -------

(1) See Note 1 of Notes to Livingston Consolidated Financial Statements for an
explanation of the determination of net income per share and shares used in per
share computations.


                                       10
<PAGE>   19
                                  RISK FACTORS

         THE FOLLOWING RISK FACTORS OR INVESTMENT CONSIDERATIONS, IN ADDITION TO
THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY
STATEMENT/PROSPECTUS, SHOULD BE CONSIDERED BY HOLDERS OF LIVINGSTON COMMON STOCK
IN EVALUATING WHETHER TO APPROVE THE MERGER AND THEREBY BECOME HOLDERS OF LUCENT
COMMON STOCK. THESE FACTORS SHOULD BE CONSIDERED IN CONJUNCTION WITH THE OTHER
INFORMATION INCLUDED OR INCORPORATED BY REFERENCE INTO THIS PROXY
STATEMENT/PROSPECTUS.

         This Risk Factors section and other sections of this Proxy
Statement/Prospectus contain forward-looking statements that are based on
current expectations, estimates and projections about the industries in which
Lucent and Livingston operate, their managements' beliefs and assumptions made
by their management. Words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions which are difficult to predict. Therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements. Lucent and Livingston undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise. See "SUMMARY--Market
Prices and Dividends."

FIXED EXCHANGE RATIO DESPITE CHANGES IN LUCENT STOCK PRICE

         As a result of the Merger, each outstanding share of Livingston Common
Stock will be converted into 0.482 of a share of Lucent Common Stock, including
the corresponding Lucent Right. The Merger Agreement does not provide for
adjustment of the Exchange Ratio based on fluctuations in the price of Lucent
Common Stock prior to the Effective Time. Accordingly, the value of the
consideration to be received by shareholders of Livingston as a result of the
Merger will depend upon the market price of Lucent Common Stock at the Effective
Time. The closing price for Lucent Common Stock on the NYSE on October 14, 1997,
the last trading day prior to the public announcement of the Merger, was $88 per
share and on November , 1997, the last trading day before the printing of this
Proxy Statement/Prospectus, was $    per share. There can be no assurance that
the market price of Lucent Common Stock on and after the Effective Time will
not be lower than such prices. See "SUMMARY--Market Prices and Dividends."

NECESSITY OF RECEIVING GOVERNMENTAL APPROVALS PRIOR TO THE MERGER

         The consummation of the Merger is conditioned upon the expiration or
earlier termination of the applicable waiting period under the HSR Act. In
addition,Lucent and Livingston will make filings and applications with certain
governmental agencies, domestic and foreign, with respect to the transactions
contemplated by the Merger Agreement. See "OTHER RELATED MATTERS--Regulatory
Matters."


                                       11
<PAGE>   20
CONFLICTS OF INTEREST

         In considering the recommendation to adopt and approve the Merger by
the Livingston Board, the shareholders of Livingston should be aware that
certain officers and directors of Livingston may be deemed to have conflicts of
interest with respect to the Merger; such interests, together with other
relevant factors, were considered by the Livingston Board in recommending the
Merger to the shareholders of Livingston and approving the Merger Agreement. See
"THE MERGER--Interests of Certain Persons in the Merger."

ABSENCE OF REVIEW OF ADEQUACY OF MERGER CONSIDERATION

         The Livingston Board has unanimously determined that the Merger is
advisable and fair to, and in the best interests of, Livingston and its
shareholders. The Board approved the Merger Agreement on October 13, 1997 and
has recommended to the Livingston shareholders that the Merger be approved. In
making its determination, the Livingston Board reviewed various other available
alternatives to the Merger, including the sale of Livingston to other potential
purchasers and an initial public offering of the Livingston Common Stock.
However, no independent financial adviser to Livingston has considered whether
the consideration to be received by holders of Livingston Common Stock in
connection with the Merger is fair to such holders from a financial point of
view. See "THE MERGER--Livingston's Reasons for the Merger."

TAX RISKS ASSOCIATED WITH THE MERGER

         The Merger Agreement provides that Acquisition will be merged with and
into Livingston and Livingston will be the Surviving Corporation and a
wholly-owned subsidiary of Lucent. Although the parties intend the Merger to
constitute a tax-free reorganization, neither Lucent nor Livingston has sought
or obtained a ruling from the Internal Revenue Service (the "IRS"). There is
therefore a risk that all the gain or loss realized by a Livingston shareholder
as a result of the Merger will be subject to tax. However, even if the Merger
does not constitute a tax-free reorganization, neither Lucent nor its
shareholders, as such, will realize taxable income or loss in the Merger. See
"OTHER RELATED MATTERS--Certain Federal Income Tax Consequences."


                           LIVINGSTON SPECIAL MEETING

DATE, TIME, PLACE AND PURPOSE

         This Proxy Statement/Prospectus is being furnished to Livingston
shareholders in connection with the solicitation of proxies by the Livingston
Board for use at the Livingston Special Meeting to be held on December    , 1997
at 10:00 a.m., local time, at Livingston's principal executive offices located
at 4464 Willow Road, Pleasanton, California 94588. At the Livingston Special
Meeting, holders of Livingston Common Stock will be asked to consider and vote
upon a proposal to approve and adopt the Merger Agreement, a copy of which is
attached as Appendix A to this Proxy Statement/Prospectus, and the Merger of
Acquisition with and into Livingston upon the terms and subject to the
conditions of the Merger Agreement. After giving effect to the Merger,
Livingston will continue as the Surviving Corporation and will be a wholly-owned
subsidiary of Lucent.


                                       12
<PAGE>   21
         THE LIVINGSTON BOARD HAS UNANIMOUSLY DETERMINED THAT THE TERMS OF THE
MERGER AGREEMENT AND THE MERGER ARE FAIR TO, AND IN THE BEST INTERESTS OF,
LIVINGSTON SHAREHOLDERS. ACCORDINGLY, THE LIVINGSTON BOARD HAS UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT THE LIVINGSTON
SHAREHOLDERS VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT AND APPROVAL
OF THE MERGER. CERTAIN MEMBERS OF THE LIVINGSTON BOARD MAY BE DEEMED TO HAVE A
CONFLICT OF INTEREST IN RECOMMENDING SHAREHOLDER APPROVAL OF THE MERGER. SEE
"--SHARE OWNERSHIP AND MANAGEMENT" AND "THE MERGER--INTERESTS OF CERTAIN PERSONS
IN THE MERGER."

         The Lucent Board has unanimously approved the Merger and the issuance
of Lucent Common Stock in connection with the Merger. Lucent, as the sole
shareholder of Acquisition, and the Board of Directors of Acquisition, have each
approved the Merger Agreement and the Merger. No approval by stockholders of
Lucent is required to effect the Merger.

RECORD DATE; VOTING RIGHTS

         Only shareholders of record of Livingston Common Stock at the close of
business on November , 1997, will be entitled to notice of, and to vote at, the
Livingston Special Meeting. At the close of business on the Livingston Record
Date, there were approximately shares of Livingston Common Stock outstanding.
Each share of Livingston Common Stock entitles the registered holder thereof to
one vote.

VOTING AGREEMENTS

         In connection with the execution of the Merger Agreement, Lucent
entered into a Voting Agreement with Steven M. Willens and Jerrold Livingston,
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
approval of the Merger Agreement and the Merger and have granted certain
officers of Acquisition an irrevocable proxy and power of attorney to vote their
shares in favor of approval of the Merger Agreement and the Merger.

SHARE OWNERSHIP OF MANAGEMENT

         As of the Livingston Record Date, the directors and executive officers
of Livingston beneficially owned approximately             (approximately    %)
of the outstanding shares of Livingston Common Stock. See "THE MERGER--Interests
of Certain Persons in the Merger."

QUORUM; REQUIRED VOTE

         A majority of the shares of Livingston Common Stock entitled to vote on
the Merger Agreement, represented in person or by proxy at the Livingston
Special Meeting, is required in order for a quorum to be present. In the absence
of a quorum, the Livingston Special Meeting may be adjourned by the vote of a
majority of the shares represented.


                                       13
<PAGE>   22
         Approval and adoption of the Merger Agreement will require the
affirmative vote of a majority of outstanding shares entitled to vote thereon at
the Livingston Special Meeting, provided that a quorum is present. See "--Voting
Agreements."

PROXIES

         Each of the persons named as proxies in the proxy is an officer of
Livingston. All shares of Livingston Common Stock that are entitled to vote and
that are represented at the Livingston Special Meeting either in person or by
properly executed proxies received prior to or at the Livingston Special Meeting
and not duly and timely revoked will be voted at the Livingston Special Meeting
in accordance with the instructions indicated on such proxies. If no such
instructions are indicated, such proxies will be voted for the approval of the
Merger. If the Livingston Special Meeting is postponed or adjourned for any
reason, at any subsequent reconvening of the Livingston Special Meeting, all
proxies will be voted in the same manner as such proxies would have been voted
at the original convening of the Livingston Special Meeting (except for any
proxies that have been effectively revoked or withdrawn).

         The Livingston Board knows of no matter other than the adoption of the
Merger Agreement and the approval of the Merger that is to be presented at the
Livingston Special Meeting. If any other matter upon which a vote may properly
be taken should be presented at the Livingston Special Meeting, shares
represented by all proxies received by the Livingston Board will be voted with
respect thereto in accordance with the judgment of the persons named as proxies
in the proxies.

         Execution of a proxy does not in any way affect a shareholder's right
to attend the Livingston Special Meeting and vote in person. Any proxy may be
revoked by a shareholder at any time before it is exercised by delivering a
written revocation or a later-dated proxy to the Secretary of Livingston, or by
attending the Livingston Special Meeting and voting in person. Any written
notice of revocation or subsequent proxy should be sent so as to be delivered to
Livingston Enterprises, Inc. at 4464 Willow Road, Pleasanton, California 94588,
Attention: Secretary, or hand-delivered to the Secretary of Livingston, in each
case, at or before the taking of the vote at the Livingston Special Meeting.

         Every person entitled to vote for directors, or on any other matter,
will have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the Secretary
of Livingston. A proxy will be deemed signed if the shareholder's name or other
authorization is placed on the proxy (whether by manual signature, typewriting,
telegraphic or electronic transmission or otherwise) by the shareholder or the
shareholder's attorney-in-fact. A validly executed proxy which does not state
that it is irrevocable shall continue in full force and effect unless (i) the
person who executed the proxy revokes it prior to the time of voting by
delivering a written notice to Livingston at its principal executive offices
that the proxy is revoked or by executing a subsequent proxy and presenting it
to the meeting or by attendance at such meeting and voting in person, or (ii)
written notice of the death or incapacity of the maker of that proxy is received
by Livingston before the vote pursuant to that proxy is counted; provided that
no proxy will be valid after the expiration of eleven (11) months from the date
thereof, unless otherwise provided in the proxy. The dates contained on the
forms of proxy presumptively determine the order of execution, regardless of the
postmark dates on the envelopes


                                       14
<PAGE>   23
in which they are mailed. The revocability of a proxy that states on its face
that it is irrevocable will be governed by the provisions of Sections 705(e) and
705(f) of the California Code.

SOLICITATION OF PROXIES; EXPENSES

         All costs of solicitation of proxies will be borne by Livingston.
Livingston will solicit proxies via first class U.S. mail to the shareholders of
record as of the Livingston Record Date. In addition, proxies may also be
solicited by certain directors, officers and employees of Livingston personally
or by telephone or facsimile following the original solicitation by mail. Such
directors, officers and employees will not be additionally compensated for such
solicitation but may be reimbursed for out-of-pocket expenses incurred in
connection therewith.


                                   THE MERGER

         This section of the Proxy Statement/Prospectus describes certain
aspects of the proposed Merger. A significant portion of the description
included in this section and under the caption "The Merger Agreement," relates
to the Merger Agreement, which is attached as Appendix A to this Proxy
Statement/Prospectus and is incorporated herein by reference. ALL SHAREHOLDERS
OF LIVINGSTON ARE URGED TO READ THE MERGER AGREEMENT, AS WELL AS THE OTHER
APPENDICES, IN THEIR ENTIRETY.

GENERAL

         At the Effective Time of the Merger, Acquisition will be merged with
and into Livingston, with Livingston continuing as the Surviving Corporation and
as a wholly-owned subsidiary of Lucent. As a result of the Merger, the separate
corporate existence of Acquisition will cease and Livingston will succeed to all
the rights and be responsible for all the obligations of Acquisition in
accordance with the California Code. Subject to the terms and conditions of the
Merger Agreement, each share of Livingston Common Stock outstanding immediately
prior to the Effective Time (other than shares owned directly or indirectly by
Lucent or Livingston which shall be canceled and other than Dissenting Shares)
will be converted into 0.482 of a share of Lucent Common Stock, together with
the corresponding percentage of a Lucent Right. Cash will be paid in lieu of any
fractional share of Lucent Common Stock. At the Effective Time, all outstanding
Stock Options will be assumed by Lucent and will thereafter represent Substitute
Options. Following the Merger, the Substitute Options will continue to be
subject to the terms and conditions of the 1994 Stock Plan and the applicable
option agreements, including vesting restrictions, if any. The consideration for
Dissenting Shares will be in accordance with the provisions of the California
Code. The Exchange Ratio for Livingston Common Stock is subject to adjustment in
certain circumstances. See ""TERMS OF THE MERGER AGREEMENT--Conversion of Shares
in the Merger;" "--No Fractional Shares," "--Adjustment of Exchange Ratio,"
"--Dissenting Shares," "--Stock Options; Unvested Restricted Stock" and
"DISSENTERS' RIGHTS."

BACKGROUND OF THE MERGER


                                       15
<PAGE>   24
         Prior to 1997, the companies' relationship was one of vendor and
customer. Lucent had sold to Livingston, since 1995, certain modem chips,
telecom chips and power components. Total revenues from such sales for the
fiscal years 1995, 1996 and 1997 were approximately $400,000, $2,600,000 and
$4,800,000, respectively. Such sales were not made pursuant to any contract and
it is likely that Lucent would continue to provide these products to Livingston
on similar terms and conditions whether or not the Merger is consummated. In
1997, the companies began to explore expanding their business relationship.

         On January 27, 1997, Eric Hager, the Livingston Key Accounts Manager
and Cary Jackson, a Livingston Systems Engineer, met with Lucent representatives
to discuss a resale or OEM arrangement between Livingston and Lucent relating to
some or all of Livingston's product line.

         On February 4, 1997, Lucent and Livingston entered into a letter of
intent regarding a proposed cooperative product compatibility and
interoperability testing, technical development, cooperative marketing and
product distribution arrangement with respect to Lucent's 56Kbps modem chipsets
and Livingston's remote access products.

         In late March 1997, Mitch Auster, Lucent's Manager, Remote Access and
Internetworking Products, contacted Mr. Hager and discussed a non-disclosure
agreement between Lucent and Livingston. Messrs. Auster and Hager also scheduled
a meeting between representatives of Lucent and Livingston to discuss, in
greater detail, a possible business relationship between the two companies.

         On April 22, 1997, Messrs. Auster and Hager spoke again. Mr. Auster
requested that Livingston provide Lucent with certain remote access products for
demonstration and evaluation.

         On May 1, 1997, Lucent and Livingston executed a non-disclosure
agreement. On May 7, 1997, Lucent representatives met with Steven M. Willens,
President, Chief Executive Officer and Chairman of Livingston, Mr. Hager, and
other representatives of Livingston in Las Vegas, Nevada and discussed potential
joint venture and joint development arrangements between Lucent and Livingston.

         Messrs. Auster and Hager spoke again on May 30, 1997. Mr. Hager advised
Mr. Auster that, within the next several days, Livingston would file a
registration statement on Form S-1 with the Commission in anticipation of an
initial public offering. Mr. Hager stated that if Livingston decided not to
pursue a public offering but were to seek to be acquired, Lucent would be a
logical purchaser.

         On July 1, 1997, Mr. Auster and other Lucent representatives met with
Messrs. Hager and Jackson in Liberty Corner, New Jersey. At the meeting, the
parties discussed certain products being produced by each company that could be
of interest or benefit to the other. The parties also discussed terms of a
possible strategic alliance and what form that alliance might take. Among the
possibilities considered were a joint venture, joint product development and
Lucent acquiring an equity position in Livingston.


                                       16
<PAGE>   25
         On July 17, 1997, Messrs. S. Willens, Hager, Jackson, Ronald H.
Willens, Vice President of Operations, Executive Vice President and Secretary of
Livingston and other representatives of Livingston met with Lucent
representatives to discuss an arrangement in which Lucent would resell
Livingston's remote access servers.

         On July 21, 1997, Robert Hawk, a director of Livingston, met with
William O'Shea, President of Lucent's Business Communications Systems. Mr. Hawk
suggested that it would be advisable for Mr. O'Shea to meet with Mr. S. Willens
to discuss a strategic business relationship between the two companies.

         On July 23, 1997, Messrs. Auster and Hager met in Denver, Colorado to
negotiate a Memorandum of Understanding setting forth the terms of a joint
development and OEM relationship. The Memorandum of Understanding was not
executed.

         On August 5, 1997, Messrs. S. Willens and O'Shea met at Lucent's
offices in Basking Ridge, New Jersey, to discuss, among other matters,
Livingston's business plan, operating results, market strategy and the status of
its proposed initial public offering. They also discussed Lucent's interests in
expanding its data networking business. At the conclusion of this meeting, Mr.
Willens and Mr. O'Shea agreed that each of their respective companies would
continue to explore a potential business combination and that it would be
appropriate to commence due diligence investigations in furtherance thereof.

         During the period from August 8, 1997 through September 19, 1997,
Lucent and Livingston conducted their respective due diligence efforts,
including, but not limited to (i) exchanging business and operational
information, (ii) face to face meetings in Pleasanton, California, (iii)
discussions and evaluations conducted by key technical personnel regarding
current and future products, (iv) conference calls between Lucent
representatives and Livingston's legal and financial advisors and (v) a
comprehensive review of all information pertaining to Livingston's business
operations. In addition, during this period, a number of phone conversations and
written communications took place between the executive and technical teams of
Lucent and Livingston.

         On August 14, 1997, Livingston's financial advisors, Morgan Stanley &
Co., met with Mr. S. Willens and Steven A. Hess, Chief Financial Officer of
Livingston, to discuss market valuations, possible merger scenarios, and other
alternative strategic business transactions that might be available to
Livingston. Messrs. Willens and Hess weighed the relative benefits and risks of
a potential merger compared with Livingston's plans to complete an initial
public offering and decided to continue discussions with Lucent regarding a
possible merger.

         From September 22, 1997 through September 24, 1997, Mr. O'Shea, Harry
Bosco, Lucent's President of Broadband Networking, and William Viqueira,
Lucent's Business Development Vice President, had a number of meetings with
Messrs. S. Willens, R. Willens and Hess to discuss the principal terms of the
acquisition of Livingston by Lucent. The parties discussed the general framework
for the proposed merger but the parties were unable to agree upon a definitive
agreement and structure.

         In a series of telephone conferences on September 24, 1997, Mr. Willens
and Mr. O'Shea agreed to a general framework for the merger. This proposed
framework was contingent upon


                                       17
<PAGE>   26
additional due diligence inquiries and negotiation of definitive agreements.
During the period from September 29, 1997 to October 10, 1997, the companies
continued to perform additional technical, legal and financial due diligence.

         On October 2, 1997, the Livingston Board met to discuss a merger with
Lucent. The members of the Board inquired as to the status of the negotiations
and the preparation of definitive agreements. Although no formal action was
taken, the Board authorized the officers of Livingston to continue negotiations
and finalize the terms and conditions of the merger.

         On October 4, 1997, Lucent's Board of Directors approved the Livingston
merger. Between October 11, 1997 and October 14, 1997 a series of telephone
conferences were held by the parties and their respective counsel in which final
terms of the merger were agreed upon.

         On October 13, 1997, the Livingston Board adopted and approved the
Merger Agreement and the Merger and on October 14, 1997, the Board of Directors
of Acquisition adopted and approved the Merger Agreement and the Merger.

         On October 14, 1997, (i) Lucent, Acquisition and Livingston executed
the Merger Agreement, (ii) Mr. S. Willens executed an employment agreement with
Lucent which is effective upon the Closing of the Merger, (iii) each of Messrs.
S. Willens, Jerrold Livingston, a director of Livingston, and R. Willens
executed a non-competition agreement in favor of Lucent and Livingston and (iv)
each of Messrs. S. Willens and Livingston executed a voting agreement pursuant
to which each of them agreed to vote his shares of Livingston Common Stock in
favor of the Merger and granted to certain officers of Acquisition an
irrevocable proxy and power of attorney to vote their shares in favor of the
Merger.

         The terms of the Merger were publicly announced on October 15, 1997.

RECOMMENDATION OF THE LIVINGSTON BOARD

         The Livingston Board has unanimously determined that the terms of the
Merger Agreement and the Merger are fair to, and in the best interests of,
Livingston shareholders. Accordingly, the Livingston Board has unanimously
approved the Merger Agreement and unanimously recommends that the Livingston
shareholders vote FOR approval and adoption of the Merger Agreement and approval
of the Merger. See "--Livingston's Reasons for the Merger." Certain members of
the Livingston Board may be deemed to have a conflict of interest in
recommending shareholder approval of the Merger. See "--Interests of Certain
Persons in the Merger"and "--Share Ownership of Management."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

         In considering the recommendation of the Livingston Board with respect
to the approval and adoption of the Merger and Merger Agreement, the Livingston
shareholders should be aware that certain members of the management of
Livingston and the Livingston Board may have certain interests in the Merger
that are different from, or in addition to, the interests of Livingston
shareholders generally.


                                       18
<PAGE>   27
         Share Ownership. Following the Merger, Livingston will continue as the
Surviving Corporation and as a wholly-owned subsidiary of Lucent. As of the
Livingston Record Date, the directors and executive officers of Livingston
beneficially owned (as determined in accordance with the rules and regulations
of the Commission) approximately (i)    shares of Livingston Common Stock for
which they will receive the same consideration in connection with the Merger as
other Livingston shareholders and (ii)    unexercised Stock Options which will
treated as described below in "TERMS OF THE MERGER AGREEMENT--Stock Options;
Unvested Restricted Stock."

         Non-competition Agreements. Lucent and Livingston have entered into
non-competition agreements (the "Non-Competition Agreements") with the following
persons: (a) Steven M. Willens, the President, Chief Executive Officer, Chief
Technology Officer and Chairman of Livingston, (b) Ronald H. Willens, the Vice
President of Operations, Executive Vice President, Secretary and Director of
Livingston and (c) Jerrold Livingston, a director and co-founder of Livingston.
Under the terms of the Non-Competition Agreements, the foregoing persons have
agreed that for a period of three years, they will not (i) directly or
indirectly, participate in a business or activity that competes in any material
manner with the business of selling, manufacturing, designing, developing or
distributing remote access servers and related successor products or (ii)
interfere with such business or with the customers (or potential customers),
clients (or potential clients), suppliers or employees of such business. Steven
M. Willens, Ronald H. Willens and Jerrold Livingston will not receive any
consideration for entering into the Non-Competition Agreements other than the
Lucent Common Stock issuable to them in connection with the Merger.

         Employment Contract. Steven M. Willens has entered into an employment
contract with Lucent (the "Employment Contract") which provides that, for a
period of three years, Mr. Willens will serve as the President of Lucent's
Remote Access business unit and will report to the President of Lucent's
Business Communications Systems business unit. In consideration for his
services, Mr. Willens will receive a base salary of $250,000 per annum and will
participate in Lucent's standard executive compensation plans which may provide
additional compensation based on the achievement of certain specific performance
criteria. The Employment Contract is effective upon the Closing of the Merger.

         1994 Stock Option Plan. In connection with its approval of the Merger
Agreement, the Livingston Board approved an amendment to the 1994 Stock Plan
(the "Amendment"). Pursuant to the Amendment, each outstanding unvested option
to purchase Livingston Common Stock that will be assumed by Lucent under the
Merger Agreement, may be subject to full acceleration following the Effective
Time in the event that an optionee is terminated in connection with a
reorganization or other restructuring of Livingston or in the event that an
optionee elects to terminate his or her employment as a result of (i) such
optionee's base salary being reduced by more than 20% or (ii) such optionee
being required to relocate to another workplace more than fifty (50) miles from
his or her current workplace. On the Livingston Record Date, the officers and
directors of Livingston held options to purchase approximately        shares of
Livingston Common Stock.

         Change of Control Agreement. Livingston and Steven A. Hess, the Chief
Financial Officer of Livingston, have entered into a Change of Control Agreement
dated as of February 19, 1996.


                                       19
<PAGE>   28
Under the terms of the Change of Control Agreement, Mr. Hess will be entitled to
full acceleration with respect to a portion of his unvested options to purchase
225,000 shares of Livingston Common Stock in the event Mr. Hess' employment with
Livingston as a result of certain changes in the conditions of Mr. Hess'
employment within twenty months following the Merger.

LUCENT'S REASONS FOR THE MERGER

         Lucent believes that the Merger will enable it to expand its product
capability in the data networking area. Lucent believes that Livingston's
products and product offerings currently under development will complement and
enhance Lucent's existing Internet and data networking product line and that, as
a result of the Merger, Lucent will be better able to provide Internet and data
networking products and services to small, local and regional ISPs as well as
large service providers.

LIVINGSTON'S REASONS FOR THE MERGER

         The Livingston Board believes that the following are reasons the Merger
will be beneficial to Livingston and for its shareholders to vote FOR the
Merger:

- -        The Merger may result in greater customer demand for Livingston's
         products, a higher market profile and greater financial strength that
         may present greater opportunities for marketing Livingston's products
         to a larger and more diverse group of ISPs, such as the large ISP and
         local telephone company customers. In particular, Livingston believes
         that, as a result of the Merger, Livingston may increase customer
         confidence in its maintenance and support capabilities.

- -        The consideration to be paid to the Livingston shareholders in the
         Merger will be shares of Lucent Common Stock, securities that are
         publicly traded on the New York Stock Exchange and are more readily
         marketable than shares of Livingston Common Stock.

- -        The Merger may permit Livingston to utilize Lucent's research and
         development capabilities in developing new products as well as product
         offerings currently under development and greater functionality for
         existing remote access products and may thereby enhance Livingston's
         ability to compete more effectively against larger competitors in the
         remote access market.

- -        The Merger will permit Livingston and Lucent to develop and refine
         complementary technologies.

- -        The addition of Lucent's sales and marketing resources and its
         established relationships with potential customers may increase the
         ability of Livingston to market its current products and
         next-generation products.

         In the course of its deliberations during meetings held on October 2,
1997 and October 13, 1997, the Livingston Board reviewed with Livingston
management and Livingston's legal and financial advisors a number of additional
factors that the Board deemed relevant to the Merger, including, but not limited
to: (i) historical information concerning Livingston's and Lucent's businesses,
prospects, strategic business plans, financial performance and condition,
results of


                                       20
<PAGE>   29
operations, technology position, current state of research and development and
management structure, (ii) Livingston management's view as to the financial
condition, results of operations and business of Livingston before and after
giving effect to the Merger, (iii) Livingston management's view as to the
prospects of Livingston continuing as an independent company, including the
anticipated market value of Livingston as an independent public company, (iv)
Livingston management's view as to Livingston's ability to gain access to the
necessary capital to meet its strategic business goals in both the near-term and
long-term and the relative costs associated with obtaining such capital, (v)
current financial conditions and historical market prices, volatility and
trading information with respect to Lucent Common Stock, (vi) Livingston
management's view as to the potential for other third parties to enter into
strategic relationships with or to acquire Livingston, (vii) Livingston
management's view as to the effect of the Merger on the core business of
Livingston including its research and development efforts, potential synergy of
Lucent's technologies with Livingston's technologies, Lucent's breadth of
product offerings and Livingston's sales and marketing infrastructure, (viii)
the impact of the Merger on Livingston's customer base and employees, (ix)
reports from Livingston management and Livingston's legal and financial advisors
as to the results of their due diligence efforts and (x) Livingston's right to
terminate the Merger Agreement under certain circumstances described in the
Merger Agreement.

         During the course of its deliberations concerning the Merger, the
Livingston Board also identified and considered a variety of potentially
negative factors that could materialize as a result of the Merger, including,
but not limited to: (i) the risk that the potential benefits sought in the
Merger might not be fully realized, (ii) the possibility that the Merger might
not be consummated and the effect of the public announcement of the Merger on
Livingston's customers, employees and future business relationship with Lucent,
(iii) the risks associated with obtaining the necessary governmental, regulatory
and other approvals required to complete the Merger, (iv) the effects of the
diversion of management resources necessary to respond to due diligence
inquiries and the negotiation and consummation of the Merger, and (v) and the
other risks described under "RISK FACTORS."

         The Livingston Board concluded that the risks associated with the
Merger were outweighed by the potential benefits of the Merger and unanimously
determined that the Merger is fair to, and in the best interest of, Livingston
and its shareholders. Certain directors of the Livingston Board may be deemed to
have a conflict of interest in the Board's approval of the Merger and
recommending shareholder approval of the Merger. See "--Interests of Certain
Persons in the Merger."

         The foregoing discussion of the potential benefits and negative factors
considered by the Livingston Board in connection with its evaluation of the
Merger is not intended to be an exhaustive list but does include substantially
all the factors the Board deemed material to its deliberations regarding the
Merger. In view of the wide variety of factors considered by the Livingston
Board, the directors did not find it practical to, and did not, quantify or
otherwise assign relative weights to the specific factors discussed above.


                                       21
<PAGE>   30
RESALES OF LUCENT COMMON STOCK

         All shares of Lucent Common Stock issued in exchange for the Livingston
Common Stock will be freely transferable, except (i) that shares received by any
person who may be deemed to be an "affiliate" (as used in paragraphs (c) and (d)
of Rule 145 under the Securities Act, including directors and certain executive
officers) of Livingston for purpose of such Rule 145 may not be resold except in
transactions permitted by such Rule 145 or as otherwise permitted under the
Securities Act and (ii) for shares issued by Lucent in respect of Unvested
Restricted Stock (as defined below) of Livingston. See "TERMS OF THE MERGER
AGREEMENT--Conditions to the Merger" and "--Stock Options; Unvested Restricted
Stock."

         Livingston has agreed to prepare and deliver to Lucent a list
identifying each person who may be deemed to be an "affiliate" (as used in the
preceding paragraph) of Livingston and to use its reasonable best efforts to
cause each person so identified to deliver to Lucent on or prior to the
Effective Time a written agreement, in the form previously approved by Lucent
and Livingston, providing that such person will not sell, pledge, transfer or
otherwise dispose of, or in any other way reduce such person's risk relative to,
any shares of Livingston Common Stock or any shares of Lucent Common Stock
issued to such person in connection with the Merger, except pursuant to an
effective registration statement or in compliance with such Rule 145 or another
exemption from the registration requirements of the Securities Act.

         At the Effective Time, Lucent will assume certain Restricted Stock
Agreements (each a "Restricted Stock Agreement") to which Livingston is a party
with respect to restricted shares of Livingston Common Stock that are
outstanding and unvested ("Unvested Restricted Stock"). Holders of Unvested
Restricted Stock will remain subject to the restrictions set forth in their
respective Restricted Stock Agreements. Livingston has agreed to use its
reasonable best efforts to terminate the right of any holder of Stock Options
under the 1994 Stock Plan who is not a party to a Restricted Stock Agreement to
enter into such an Agreement.


                          TERMS OF THE MERGER AGREEMENT


CONVERSION OF SHARES IN THE MERGER

         At the Effective Time, by virtue of the Merger, (a) each issued and
outstanding share of capital stock of Acquisition shall be converted into one
validly issued, fully paid and nonassessable share of Livingston Common Stock,
(b) each share of Livingston Common Stock held in the treasury of Livingston and
each share of Livingston Common Stock owned by any subsidiary of Livingston, by
Acquisition or Lucent, will be canceled without any conversion or payment made
with respect thereto and (c) each share of Livingston Common Stock issued and
outstanding immediately prior to the Effective Time (other than shares canceled
in accordance with subparagraph (b) and other than Dissenting Shares) will be
converted into 0.482 of a share of Lucent Common Stock including the
corresponding percentage of a Lucent Right. Cash will be paid in lieu of any
fractional share of Lucent Common Stock. See "--No Fractional Shares."


                                       22
<PAGE>   31
         The Exchange Ratio is subject to adjustment under certain
circumstances. See "--Adjustment of Exchange Ratio."

         All shares of Livingston Common Stock converted as provided in
subparagraph (c) above will automatically be canceled and retired, and each
holder of a certificate representing any such shares will cease to have any
rights with respect thereto other than (i) the right to receive shares of Lucent
Common Stock to be issued in consideration for such Livingston Common Stock upon
the surrender of such certificate, (ii) certain dividends and other
distributions and (iii) any cash, without interest, to be paid in lieu of any
fractional shares of Lucent Common Stock. See "--Exchange Agent; Procedures for
Exchange of Certificates."

NO FRACTIONAL SHARES

         No certificates or scrip representing fractional shares of Lucent
Common Stock will be issued upon the surrender for exchange of certificates
which represent outstanding shares of Livingston Common Stock (the
"Certificates") and such a fractional share will not entitle its record or
beneficial owner to vote or to any other rights of a Lucent stockholder. In lieu
of receiving any fractional share of Lucent Common Stock, each holder of
Livingston Common Stock who would otherwise have been entitled to a fractional
share upon the surrender of Livingston certificates for exchange will receive
cash (without interest) in an amount rounded to the nearest whole cent,
determined by multiplying (a) the per share closing price of Lucent Common Stock
(as reported in the NYSE Composite Transactions) on the date on which the
Effective Time occurs (or, if the Lucent Common Stock does not trade on the NYSE
on such date, the first day of trading in Lucent Common Stock on the NYSE
thereafter) by (b) the fractional share to which such holder would otherwise be
entitled.

ADJUSTMENT OF EXCHANGE RATIO

         If, prior to the Effective Date, any stock split, combination,
reclassification or stock dividend with respect to the Lucent Common Stock, any
change or conversion of Lucent Common Stock into other securities or any other
dividend or distribution with respect to the Lucent Common Stock (other than
regular quarterly dividends) occurs or, if a record date with respect to any of
the foregoing occurs, appropriate and proportionate adjustments will be made to
the Exchange Ratio.

EXCHANGE AGENT; PROCEDURES FOR EXCHANGE OF CERTIFICATES

         Lucent will designate a commercial bank or trust company reasonably
acceptable to Livingston to act as the exchange agent (the "Exchange Agent")
under the Merger Agreement. As of the Effective Time, Lucent will deposit with
the Exchange Agent for the benefit of the holders of shares of Livingston Common
Stock, certificates representing shares of the Lucent Common Stock to be issued
pursuant to the Merger in accordance with the Merger Agreement.

         Promptly after the Effective Time, the Exchange Agent will send to each
person or entity (a "Person") who was, at the Effective Time, a holder of record
of Certificates the shares represented by which were converted into the right to
receive Lucent Common Stock, a letter of transmittal which (a) will specify that
delivery of Lucent Common Stock will be effected and risk


                                       23
<PAGE>   32
of loss and title to such Certificates will pass, only upon actual delivery of
such Certificates to the Exchange Agent and (b) will contain instructions for
use in effecting the surrender of the Certificates. Upon surrender to the
Exchange Agent of Certificates for cancellation, together with such letter of
transmittal duly executed, such holder will be entitled to receive in exchange
(i) a certificate representing the number of whole shares of Lucent Common Stock
into which the Livingston Common Stock represented by the surrendered
Certificate was converted at the Effective Time, (ii) cash in lieu of any
fractional share of Lucent Common Stock and (iii) certain dividends and
distributions described in the next paragraph, and the Certificates so
surrendered will then be canceled.

         No dividends or other distributions declared or made after the
Effective Time with respect to the Lucent Common Stock with a record date after
the Effective Time will be paid to any holder entitled by reason of the Merger
to receive Lucent Common Stock and no cash payment in lieu of a fractional share
of Lucent Common Stock will be paid to any such holder until such holder has
surrendered its Certificates as described above. Subject to applicable law,
following surrender of any such Certificate, such holder will be paid, in each
case, without interest, (a) the amount of any dividends or other distributions
previously paid with respect to the shares of Lucent Common Stock represented by
the Lucent certificate received by such holder and having a record date on or
after the Effective Time and a payment date prior to such surrender and (b) at
the appropriate payment date, or as promptly as practicable thereafter, the
amount of any dividends or other distributions payable with respect to such
shares of Lucent Common Stock and having a record date on or after the Effective
Time but prior to such surrender and a payment date on or after such surrender.

         If any certificate representing shares of Lucent Common Stock or any
cash is to be issued or paid to any Person other than the registered holder of
the Certificate surrendered in exchange therefor, it will be a condition to such
exchange that such surrendered Certificate will be properly endorsed and
otherwise in proper form for transfer and such Person either (a) will pay to the
Exchange Agent any transfer or other taxes required as a result of the issuance
of such certificates of Lucent Common Stock and the distribution of such cash
payment to such Person or (b) will establish to the satisfaction of the Exchange
Agent that such tax has been paid or is not applicable. Lucent or the Exchange
Agent will be entitled to deduct and withhold from the consideration payable
pursuant to the Merger Agreement to any holder of Livingston Common Stock such
amounts as Lucent or the Exchange Agent is required to deduct and withhold with
respect to the making of such payment under the Code, or any provision of state,
local or foreign tax law. To the extent that amounts are so withheld by Lucent
or the Exchange Agent, such withheld amounts will be treated for all purposes of
the Merger Agreement as having been paid to the holder of the shares of
Livingston Common Stock in respect of which such deduction and withholding was
made by Lucent or the Exchange Agent. All amounts in respect of taxes received
or withheld by Lucent will be disposed of by Lucent in accordance with the Code
or such state, local or foreign tax law, as applicable.

         At the close of business on the day on which the Effective Time occurs,
the stock transfer books of Livingston will be closed and thereafter there will
be no further registration of transfers of shares of Livingston Common Stock on
the records of Livingston. From and after the Effective Time, the holders of
shares of Livingston Common Stock outstanding immediately prior to the Effective
Time will cease to have any rights with respect to such shares except as
otherwise


                                       24
<PAGE>   33
provided herein or by applicable law. After the Effective Time, and until
surrendered for shares of Lucent Common Stock as described above, Certificates
which prior to the Effective Time represented Livingston Common Stock converted
in the Merger will be deemed for all purposes, other than the right to receive
payments of dividends and distributions and cash in lieu of any fractional share
of Lucent Common Stock, to represent only the right to receive, upon such
surrender, the number of shares of Lucent Common Stock into which such
Livingston Common Stock was converted.

         SHAREHOLDERS OF LIVINGSTON SHOULD NOT FORWARD THEIR CERTIFICATES WITH
THE ENCLOSED PROXY, NOR SHOULD THEY RETURN THEIR LIVINGSTON CERTIFICATES TO THE
EXCHANGE AGENT UNTIL THEY HAVE RECEIVED A TRANSMITTAL LETTER.

EFFECTIVE TIME OF THE MERGER

         The Merger will become effective at the time of a filing of an
Agreement of Merger with the Secretary of State of the State of California in
accordance with the provisions of the California Code, such date as may be
specified in the Agreement of Merger or such later date as the parties may
agree. The parties intend to make such filing as promptly as practicable
following the Livingston Special Meeting provided that the Merger is approved by
the affirmative vote of a majority of the outstanding shares entitled to vote
thereon and any other conditions precedent to the consummation of the Merger are
satisfied or waived. See "--Conditions to the Merger." The parties currently
anticipate that the Merger will occur on or before December 31, 1997, although
there can be no assurance as to whether or when the Merger will occur. Lucent
and Livingston each have the right to terminate the Merger Agreement if the
Merger has not been consummated on or before March 31, 1998. See
"--Termination."

DISSENTING SHARES

         Shares of Livingston Common Stock that are outstanding immediately
prior to the Effective Time and which are held by shareholders who have not
voted in favor of or consented in writing to the Merger and who have demanded
properly in writing appraisal for such shares in accordance with the California
Code (collectively, the "Dissenting Shares") will not be converted into or
represent the right to receive the consideration set forth above. Such
shareholders will be entitled to receive such consideration as is determined to
be due with respect to such Dissenting Shares in accordance with the provisions
of the California Code.

REPRESENTATIONS AND WARRANTIES

         The Merger Agreement contains various representations and warranties of
Lucent, Livingston and Acquisition relating, among other things, to (a) their
incorporation, existence, good standing, corporate power and similar corporate
matters; (b) their capitalization; (c) their authorization, execution, delivery
and performance and the enforceability of the Merger Agreement and related
matters; (d) the absence of conflicts, violations and defaults under their
corporate charters and by-laws and certain other agreements and documents; (e)
their pending or threatened litigation; and (f) the absence of any occurrence or
event that could reasonably be


                                       25
<PAGE>   34
expected to have a material adverse effect on the assets, business, financial
condition, operations or prospects (a "Material Adverse Effect") of Livingston,
Lucent or Acquisition, as applicable.

         Livingston has provided certain additional representations and
warranties, relating among other things, to (i) certain of its audited financial
statements; (ii) the absence of undisclosed liabilities; (iii) ownership of its
properties; (iv) material contracts and no defaults thereunder; (v) its licenses
and permits; (vi) its Intellectual Property Rights; (vii) tax matters; (viii)
its employee benefit plans; (ix) certain employee matters; (x) environmental
matters; (xi) capitalization of subsidiaries; (xii) the accuracy and
completeness of certain information provided to Lucent; (xiii) basis of
preparation of financial projections; and (xiv) accuracy and completeness of
information contained in this Proxy Statement/Prospectus.

         Lucent and Acquisition have also provided certain additional
representations and warranties as to documents and reports filed by Lucent with
the Commission and the accuracy and completeness thereof.

         All representations and warranties of Lucent, Livingston and
Acquisition, except for the representations referred to in "OTHER RELATED
MATTERS--Certain Federal Income Tax Consequences," expire at the Effective Time.

CONDUCT OF BUSINESS PENDING THE MERGER

         Livingston has agreed that during the period from the date of the
Merger Agreement through the Effective Time, it will maintain its existence;
maintain the general character of its business and properties and conduct its
business in the ordinary and usual manner consistent with past practices, except
as expressly permitted by the Merger Agreement; maintain its business and
accounting records consistent with past practices and use its reasonable best
efforts to preserve intact its business, to keep available the services of its
officers and employees and to preserve the goodwill of its suppliers, customers
and others having business relations with Livingston or its subsidiaries. Each
of Lucent and Livingston has agreed to promptly advise the other orally and in
writing of any change or event having, or which would reasonably be expected to
have, a Material Adverse Effect on Lucent or Livingston, as the case may be.

         Without limiting the generality of the foregoing, and except as
expressly permitted by the Merger Agreement, Livingston has agreed that it will
not, among other matters, (a) amend or otherwise change the Livingston Articles
or the Livingston By-laws; (b) issue, sell or authorize for issuance or sale, or
grant any options or make other agreements with respect to, any shares of its
capital stock or any other of its securities, except for arrangements with the
Exchange Agent in furtherance of the Merger Agreement and except as described in
clause (j) below; (c) declare, make or pay any dividend or other distribution of
any kind with respect to any of its capital stock; (d) reclassify, combine,
split, subdivide, redeem, purchase or otherwise acquire, directly or indirectly,
any of its capital stock; (e) (i) acquire any corporation, partnership, other
business organization or any division thereof or any material amount of assets;
(ii) incur or guarantee any indebtedness or make any loans or advances, except
in the ordinary course of business and consistent with past practice; (iii)
enter into any contract or agreement resulting in obligations to Livingston in
excess of $250,000 other than in the ordinary course of business, consistent
with past practice; (iv) authorize any capital commitment which is in excess of
$100,000 or capital


                                       26
<PAGE>   35
expenditures which are, in the aggregate, in excess of $200,000; or (v) enter
into or amend any contract, agreement, commitment or arrangement with respect to
any matter set forth in this subparagraph (e); (f) subject to a lien or security
interest, any of its assets or properties or agree to do so except for certain
permitted liens; (g) assume, guarantee or otherwise become responsible for the
obligations of any other Person; (h) (i) increase the compensation payable or to
become payable to its officers or employees, except for increases in accordance
with past practices in salaries or wages of employees of Livingston who are not
officers of Livingston; (ii) grant any severance or termination pay to, or enter
into any severance agreement with, any director, officer or other employee of
Livingston, except for severance or termination pay to employees of Livingston
in an amount not to exceed $100,000 in the aggregate; or establish, adopt, enter
into or amend any employment, termination, benefit or collective bargaining
agreement, or arrangement for the benefit of any director, officer or employee;
(i) take any action, other than in the ordinary course of business and
consistent with past practice, with respect to accounting policies or
procedures; (j) enter into or agree to enter into any employment agreement,
except for agreements with newly hired employees in the ordinary course of
business, which contain terms and conditions that are consistent with industry
standards and do not in the aggregate grant options representing more than 2,500
shares of Livingston Common Stock; (k) make any tax election or settle or
compromise any material federal, state, local or foreign income tax liability;
(l) settle or compromise any pending or threatened suit, action or claim which
is material or which relates to any of the transactions contemplated by the
Merger Agreement; (m) pay, discharge or satisfy any claim, liability or
obligation, other than (i) the payment, discharge or satisfaction, in the
ordinary course of business, of liabilities reflected or reserved against in
Livingston's most recent audited balance sheet or subsequently incurred in the
ordinary course of business and consistent with past practice or (ii) as
contemplated by the Merger Agreement; or (n) except in connection with the sale
of Livingston's products in the ordinary course of business and consistent with
past practice, sell, assign, transfer, license, sublicense, pledge or otherwise
encumber any of its Intellectual Property Rights.

REORGANIZATION

         Each of Lucent and Livingston has agreed to use its best efforts to
cause the business combination to be effected by the Merger to be qualified as a
"reorganization" described in Section 368(a) of the Code and Lucent has agreed
that, after the Effective Date, it will not take any action that would have the
effect of causing the Merger to fail to so qualify.

NO SOLICITATION

         Livingston has agreed that, from and after the date of the Merger
Agreement, it will not authorize or permit any of its affiliates or any officer,
director, employee or representative of Livingston, (a) to solicit, initiate, or
encourage the submission of, any Acquisition Proposal (as defined below), (b) to
enter into any agreement with respect to any Acquisition Proposal or (c) to take
any action to facilitate any inquiries or the making of, any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition Proposal.
Livingston has agreed to advise Lucent promptly of any Acquisition Proposal and
inquiries with respect to any Acquisition Proposal. As used in this Proxy
Statement/Prospectus, "Acquisition Proposal" means any proposal for a merger or
other business combination involving Livingston or any of its affiliates or any
proposal or offer to acquire in any manner, directly or indirectly, an equity
interest in


                                       27
<PAGE>   36
Livingston or any of its affiliates, any voting securities of Livingston or any
of its affiliates or a substantial portion of the assets of Livingston (other
than sales of Livingston's products and services in the ordinary course of
business consistent with past practice).

CONDITIONS TO THE MERGER

         The respective obligations of Lucent, Livingston and Acquisition to
effect the Merger are subject, among other things, to the satisfaction of the
following conditions on or prior to the Closing (as defined below): (a) approval
and adoption of the Merger Agreement by the requisite vote of the shareholders
of Livingston; (b) the listing on the NYSE, upon official notice, of the shares
of Lucent Common Stock to be issued in exchange for the shares of Livingston
Common Stock and the shares of Lucent Common Stock issuable upon the exercise of
Substitute Options (as defined below); (c) the expiration or earlier termination
of the waiting period (including any extension) applicable to the consummation
of the Merger under the HSR Act and the obtaining of all authorizations,
consents, orders, declarations or approvals of, or the making of all filings
with, or termination or expiration of all waiting periods imposed by, any
governmental or regulatory authority, which the failure to obtain, make or occur
would have the effect of making the Merger or any of the transactions
contemplated under the Merger Agreement illegal or would have a Material Adverse
Effect on Lucent or Livingston assuming the Merger had taken place; (d) the
Registration Statement of which this Proxy Statement/Prospectus is a part will
have become effective in accordance with the provisions of the Securities Act
and no stop order or proceedings for that purpose will have been initiated or,
threatened by the Commission; (e) receipt of all necessary state securities
authorizations; (f) receipt by each of Lucent and Livingston of (i) a letter of
representation from the other party relating to certain tax matters and (ii) a
written opinion from its counsel to the effect that the Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code; and (g) no
court or other body will have issued a temporary restraining order, preliminary
or permanent injunction or other legal restraint or prohibition preventing the
consummation of the Merger or any of the transactions contemplated by the Merger
Agreement.

         The respective obligations of Lucent and Acquisition to effect the
Merger are also subject to the fulfillment of certain additional conditions
including: (i) Livingston having performed and complied in all material respects
with all agreements and conditions contained in the Merger Agreement that are
required to be performed or complied with by it prior to or at the closing of
the transactions contemplated by the Merger Agreement (the "Closing"); (ii) each
of Livingston's representations and warranties contained in the Merger Agreement
to the extent it is qualified by Material Adverse Effect will be true and
correct and each of Livingston's representations and warranties to the extent it
is not so qualified by Material Adverse Effect will be true and correct except
as would have a Material Adverse Effect, in each case, on and as of the Closing
with the same effect as though such representations and warranties were made on
and as of the Closing, except for changes permitted by the Merger Agreement and
except to the extent that such representations and warranties expressly relate
to an earlier date, in which case such representations and warranties are as of
such earlier date; (iii) receipt by Lucent of a favorable written opinion of
Wilson Sonsini Goodrich & Rosati Professional Corporation, counsel to
Livingston, in form satisfactory to Lucent and Acquisition; (iv) receipt by
Lucent of the written resignation of each director and officer of Livingston as
requested by Lucent; (v) no material adverse change in the assets, business,
financial condition or operations of Livingston and no event


                                       28
<PAGE>   37
or events will have occurred that could reasonably be expected to have a
Material Adverse Effect (other than (A) conditions affecting the internetworking
industry generally and (B) resulting from the announcement of the Merger) on
Livingston; (vi) Livingston having received all necessary consents, in form and
substance satisfactory to Lucent and Acquisition, from the other parties (i) to
certain scheduled consents and (ii) to all other contracts, leases or other
agreements to which Livingston is a party, except where the failure to receive
such consent would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect on Livingston, impair the ability of
Livingston to perform its obligations hereunder or to prevent or delay the
consummation of the transactions contemplated hereunder; (vii) Steven M. Willens
having entered into an employment agreement with Lucent; (viii) Steven M.
Willens, Ronald H. Willens and Jerrold Livingston having entered into a
Non-Competition Agreement with the Surviving Corporation; and (ix) Lucent having
received written agreements from each Livingston Rule 145 Affiliate described
herein under "THE MERGER--Resales of Lucent Common Stock."

         The obligation of Livingston to effect the Merger is also subject to
the fulfillment of the following additional conditions: (A) Acquisition and
Lucent having performed and complied in all material respects with all
agreements and conditions contained in the Merger Agreement that are required to
be performed or complied with by them prior to or at the Closing, each of the
representations and warranties of Acquisition and Lucent contained in the Merger
Agreement to the extent it is qualified by Material Adverse Effect will be true
and correct and each of the representations and warranties of Acquisition and
Lucent to the extent it is not so qualified by Material Adverse Effect will be
true and correct except as would have a Material Adverse Effect, in each case,
on and as of the Closing with the same effect as though such representations and
warranties were made on and as of the Closing except for changes permitted by
the Merger Agreement and except to the extent that such representations and
warranties expressly relate to an earlier date, in which case such
representations and warranties are as of such earlier date; (B) Livingston
having received the favorable written opinions of Sidley & Austin, special
counsel to Acquisition and Lucent, and internal counsel to Acquisition and
Lucent, each in form satisfactory to Livingston; and (C) no material adverse
change in the assets, business, financial condition or operations of Lucent and
no event or events will have occurred that could reasonably be expected to have
a Material Adverse Effect (other than (i) conditions affecting the
internetworking industry generally and (ii) resulting from the announcement of
this transaction) on Lucent.

STOCK OPTIONS; UNVESTED RESTRICTED STOCK

         Not later than the Effective Time, each Stock Option which is
outstanding immediately prior to the Effective Time pursuant to the 1994 Stock
Plan will be assumed by Lucent and become and represent a Substitute Option to
purchase the number of shares of Lucent Common Stock (decreased to the nearest
full share) determined by multiplying (a) the number of shares of Livingston
Common Stock subject to such Stock Option immediately prior to the Effective
Time by (b) the Exchange Ratio. The exercise price of each Substitute Option
will be proportionately adjusted to reflect the Exchange Ratio. After the
Effective Time, except as provided herein, each Substitute Option will be
exercisable upon the same terms and conditions as were applicable under the
related Stock Option immediately prior to the Effective Time. Livingston has
agreed that it will not grant any stock appreciation rights or limited stock
appreciation rights and will not permit cash payments to holders of Stock
Options in lieu of the substitution therefor of Substitute Options. Lucent will
pay cash to each holder of Stock Options in lieu of issuing a fractional share


                                       29
<PAGE>   38
of Lucent Common Stock upon the exercise of Substitute Options for shares of
Lucent Common Stock.

         At the Effective Time, certain Restricted Stock Agreements will be
assumed by Lucent and each share of Unvested Restricted Stock which is
outstanding and unvested thereunder immediately prior to the Effective Time
pursuant to the 1994 Stock Plan will become the right to 0.482 of a share of
Lucent Common Stock subject to the same restrictions and vesting as set forth in
such Restricted Stock Agreement (the "Substitute Restricted Stock"). Lucent will
pay cash to each holder of shares of Unvested Restricted Stock in lieu of
issuing a fractional share of Lucent Common Stock as soon as practicable after
the date on which all Substitute Restricted Stock under such shareholder's
Restricted Purchase Agreement shall vest. Livingston will use its reasonable
best efforts to terminate the right of any holder of Stock Options who is not a
party to a Restricted Stock Agreement to enter into such an Agreement.

         As soon as practicable after the Effective Time, Lucent will prepare
and file with the Commission a registration statement on Form S-8 (or another
appropriate form) registering a number of shares of Lucent Common Stock equal to
the number of shares subject to the Substitute Options. Such registration
statement will be kept effective (and the current status of the prospectus
required thereby will be maintained) at least for so long as any Substitute
Options remain outstanding.

INDEMNIFICATION

         Lucent will fulfill the obligations of Livingston to indemnify each
person who is or was a director or an officer (an "Indemnified Party") of
Livingston pursuant to any indemnification provision under any agreement between
Livingston and an Indemnified Party or the Livingston Articles or the Livingston
Bylaws as each is in effect on the date of the Merger Agreement. All rights to
such indemnification in favor of any Indemnified Party, as provided in the
Livingston Articles and the Livingston Bylaws in effect on the date of the
Merger Agreement will survive the Merger and will continue in full force and
effect, without amendment thereto, for a period of six years from the Effective
Time to the extent such indemnification is consistent with the California Code.

TERMINATION

         The Merger Agreement may be terminated, and the Merger may be abandoned
at any time prior to the Effective Time whether before or after the approval and
adoption of the Merger Agreement and the transactions contemplated thereby by
the shareholders of Livingston or the shareholders of Acquisition: (a) by the
mutual agreement of Lucent and Livingston; (b) by Lucent, Acquisition or
Livingston if (i) the Effective Time will not have occurred by March 31, 1998;
provided that the right to so terminate will not be available to any party whose
failure to fulfill any obligation under the Merger Agreement has been the cause
of, or resulted in, the failure of the Effective Time to occur on or before such
date; or (ii) any court of competent jurisdiction or other governmental
authority will have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the Merger and such order,
decree, ruling or other action will have become final and nonappealable; (c) by
Livingston, in the event Lucent or Acquisition materially breaches its
obligations under the Merger Agreement, unless such breach


                                       30
<PAGE>   39
is cured within 10 business days after notice to Lucent by Livingston; or (d) by
Lucent or Acquisition, in the event Livingston materially breaches its
obligations under the Merger Agreement, unless such breach is cured within 10
business days after notice by Lucent or Acquisition.

FEES AND EXPENSES

         Except for printing expenses and filing fees, which will be shared
equally, Lucent and Livingston will each pay its own costs and expenses in
connection with the Merger Agreement and the transactions contemplated thereby,
whether or not the Merger is consummated.

AMENDMENT

         The Merger Agreement may be amended by the parties thereto upon the
taking of requisite corporate action by the parties thereto.

WAIVER

         At any time prior to the Effective Time, the Merger Agreement permits a
party by appropriate action, to extend the time for compliance by or waive
performance of any representation, warranty, agreement, condition or obligation
of any other party.


                              OTHER RELATED MATTERS


REGULATORY MATTERS

         Under the HSR Act, the Merger may not be consummated until notice and
specified information has been furnished to the Department of Justice and the
FTC, and certain waiting period requirements have been satisfied. Lucent and
Livingston filed such notice and information with the Department of Justice and
the FTC on October   , 1997. In addition, Lucent and Livingston will make
filings and applications with certain governmental agencies, domestic and
foreign, with respect to the transactions contemplated by the Merger Agreement.

NON-COMPETITION AGREEMENTS

         Lucent and Livingston have entered into Non-Competition Agreements with
the following persons: (a) Steven M. Willens, the President, Chief Executive
Officer, Chief Technology Officer and Chairman of Livingston, (b) Ronald H.
Willens, the Vice President of Operations, Executive Vice President, Secretary
and Director of Livingston and (c) Jerrold Livingston, a director and co-founder
of Livingston. Under the terms of the Non-Competition Agreements, the foregoing
persons have agreed that, for a period of three years, they will not (i)
directly or indirectly participate in any business or activity that competes in
any material manner with the business of selling, manufacturing, designing,
developing or distributing remote access servers and related successor products
or (ii) interfere with such business or with the customers (or potential
customers), clients (or potential clients), suppliers or employees of such
business. Steven M.


                                       31
<PAGE>   40
Willens, Ronald H. Willens and Jerrold Livingston will not receive any
consideration for entering into the Non-Competition Agreements other than the
Lucent Common Stock issuable to them in connection with the Merger.

ACCOUNTING TREATMENT

         The Merger will be accounted for as a "purchase" transaction for
accounting and financial reporting purposes, in accordance with generally
accepted accounting principles. In connection with the Merger, it is anticipated
that Lucent will take a one-time charge associated with acquired in-process
research and development. Such charge is expected to be up to approximately $
million and will be taken in the fiscal quarter in which the Merger is
consummated.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         The following discussion summarizes the material federal income tax
considerations relevant to the conversion of shares of Livingston Common Stock
into Lucent Common Stock pursuant to the Merger that are generally applicable to
holders of Livingston Common Stock. This discussion is based on currently
existing provisions of the Code, existing and proposed Treasury Regulations
thereunder and current administrative rulings and court decisions, all of which
are subject to change. Any such change, which may or may not be retroactive,
could alter the tax consequences to Lucent, Acquisition, Livingston or
Livingston's shareholders as described herein. Further, this discussion assumes
the correctness of certain factual representations to be made by Lucent,
Acquisition, Livingston, and certain Livingston shareholders with respect to the
requirements to qualify the Merger as a "reorganization" for federal income tax
purposes.

         Livingston shareholders should be aware that this discussion does not
deal with all federal income tax considerations that may be relevant to certain
Livingston shareholders in light of their particular circumstances, such as
shareholders who are dealers in securities, who are subject to the alternative
minimum tax provision of the Code, who are foreign persons, who do not hold
their Livingston Common Stock as capital assets, who acquired their shares in
connection with stock option or other compensatory transactions or who dissent
from the Merger. See "DISSENTERS' RIGHTS--Federal Income Tax Treatment." In
addition, the following discussion does not address the tax consequences of the
Merger under foreign, state or local tax laws, the tax consequences of
transactions effectuated prior or subsequent to, or concurrently with, the
Merger (whether or not any such transactions are undertaken in connection with
the Merger), including without limitation any transaction in which shares of
Livingston Common Stock are acquired or shares of Lucent Common Stock are
disposed of, or the tax consequences of the assumption by Lucent of the Stock
Options and Unvested Restricted Stock. ACCORDINGLY, LIVINGSTON SHAREHOLDERS ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO
THEM OF THE MERGER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN
TAX CONSEQUENCES.

         The Merger is intended to constitute a "reorganization" within the
meaning of section 368(a) of the Code, in which case, subject to the limitations
and qualifications referred to herein, the Merger will generally result in the
following federal income tax consequences:


                                       32
<PAGE>   41
         (a) No gain or loss will be recognized by holders of Livingston Common
Stock solely as a result of the conversion of their shares of Livingston Common
Stock into shares of Lucent Common Stock in the Merger. However, a shareholder
of Livingston who receives cash in lieu of a fractional share of Lucent Common
Stock will be deemed to receive the fractional share and exchange it for the
cash received. Therefore, gain or loss will be recognized by such shareholder to
the extent the amount of the cash received exceeds or is less than the basis of
the fractional share of Lucent Common Stock deemed distributed to such
shareholder. The basis of the fractional share of Lucent Common Stock deemed
distributed to such shareholder will be an allocable portion of the aggregate
basis of the Lucent Common Stock received by such shareholder, as determined in
paragraph (b), below. The gain or loss recognized will be long-term capital gain
or loss, if the Livingston Common Stock deemed exchanged for the fractional
share of Lucent Common Stock was held for more than one year, and will be
short-term capital gain or loss otherwise.

         (b) The aggregate tax basis of the Lucent Common Stock received by
Livingston shareholders in the Merger will be the same as the aggregate tax
basis of the Livingston Common Stock converted pursuant to the Merger.

         (c) The holding period of the Lucent Common Stock received by each
Livingston shareholder in the Merger will include the period for which the
Livingston Common Stock surrendered in exchange therefor was considered to be
held, provided that the Livingston Common Stock so surrendered is held as a
capital asset at the time of the Merger.

         (d) Lucent, Acquisition and Livingston will not recognize any gain or
loss solely as a result of the Merger.

         The parties are not requesting a ruling from the IRS in connection with
the Merger. The obligations of each of Lucent, Acquisition and Livingston to
effect the Merger are contingent on receipt by each party of an opinion from its
counsel (which opinions will be based, in part, upon certain factual
representations from each party) to the effect that the Merger will qualify as a
"reorganization" for federal income tax purposes within the meaning of section
368(a) of the Code. These opinions will neither bind the IRS nor preclude the
IRS from adopting a contrary position. In addition, the opinions will be subject
to certain assumptions and qualifications and will be based on the truth and
accuracy of the representations made by the parties, and their respective
managements. Of particular importance are those assumptions and representations
relating to the "continuity of interest" requirement for a "reorganization."

         To satisfy the continuity of interest requirement, Livingston
shareholders must not, pursuant to a plan or intent existing at or prior to the
Effective Time, dispose of or transfer so much of either (i) their Livingston
Common Stock in anticipation of the Merger or (ii) the Lucent Common Stock to be
received in the Merger (collectively, "Planned Dispositions"), such that
Livingston shareholders, as a group, would no longer have a significant equity
interest in the Livingston business being conducted after the Merger. Livingston
shareholders will generally be regarded as having a significant equity interest
as long as the number of shares of Lucent Common Stock received in the Merger
less the number of shares subject to Planned Dispositions (if any) represents,
in the aggregate, a substantial portion of the entire consideration received by
the Livingston shareholders in the Merger. No assurance can be made that the
continuity of interest


                                       33
<PAGE>   42
requirement will be satisfied, and if such requirement is not satisfied, that
the Merger would not be treated as a "reorganization."

         A successful IRS challenge to the reorganization status of the Merger
(as a result of a failure to satisfy the continuity of interest requirement or
otherwise) would result in Livingston shareholders recognizing taxable gain or
loss with respect to each share of Livingston Common Stock surrendered equal to
the difference between each shareholder's basis in such share and the fair
market value, as of the Effective Time, of the Lucent Common Stock received in
exchange therefor. In such event, a Livingston shareholder's aggregate basis in
the Lucent Common Stock so received would equal its fair market value, and the
shareholder's holding period for such stock would begin the day after the
Effective Time.

STOCK EXCHANGE LISTING

         Lucent has agreed to apply to list on the NYSE, subject to official
notice of issuance, the shares of Lucent Common Stock issuable in connection
with the Merger.


                       DESCRIPTION OF LUCENT CAPITAL STOCK

         The statements set forth under this heading with respect to the Lucent
Certificate, the Lucent Bylaws and the Rights Agreement are brief summaries
thereof and do not purport to be complete; such statements are subject to the
detailed provisions of the Lucent Certificate, the Lucent Bylaws and the Rights
Agreement. See "INCORPORATION BY REFERENCE."

         The total authorized shares of capital stock of Lucent consists of (a)
3,000,000,000 shares of Lucent Common Stock and (b) 250,000,000 shares of Lucent
Junior Preferred Stock. At the close of business on September 30, 1997,
642,070,130 shares of Lucent Common Stock were issued and outstanding and no
shares of Lucent Junior Preferred Stock were issued and outstanding.

         The Lucent Board is authorized to provide for the issue from time to
time of Lucent Junior Preferred Stock in series and, as to each series, to fix
the designation, the dividend rate (and whether cumulative) and the preferences,
if any, which dividends on such series will have with respect to any other class
or series of capital stock of Lucent, the voting rights, if any, the voluntary
and involuntary liquidation prices, the conversion or exchange privileges, if
any, applicable thereto and the redemption price or prices and the other terms
of redemption, if any, applicable thereto. Cumulative dividends, dividend
preferences and conversion, exchange and redemption provisions, to the extent
that some or all of these features may be present when shares of Lucent Junior
Preferred Stock are issued, could have an adverse effect on the availability of
earnings for distribution to the holders of Lucent Common Stock or for other
corporate purposes.

                               DISSENTERS' RIGHTS

RIGHTS OF DISSENTING SHAREHOLDERS


                                       34
<PAGE>   43
         Shareholders of Livingston who dissent from the Merger by complying
with the procedures set forth in Chapter 13 of the California Code ("Chapter
13") would be entitled to receive an amount equal to the fair market value of
their shares as of October 14, 1997, the last trading day before the public
announcement of the Merger. A copy of Chapter 13 is attached hereto as Appendix
B and should be read for more complete information concerning dissenters'
rights. THE REQUIRED PROCEDURE SET FORTH IN CHAPTER 13 MUST BE FOLLOWED EXACTLY
OR ANY DISSENTERS' RIGHTS MAY BE LOST. The information set forth below is a
general summary of dissenters' rights as they apply to Livingston shareholders
and is qualified in its entirety by reference to Appendix B.

         In order to be entitled to exercise dissenters' rights, a shareholder
of Livingston must vote "AGAINST" the Merger. Thus, any shareholder who wishes
to dissent and executes and returns a proxy in the accompanying form must
specify that his or her shares are to be voted "AGAINST" the Merger. If the
shareholder returns a proxy without voting instructions or with instructions to
vote "FOR" the Merger, his or her shares will automatically be voted in favor of
the Merger and the shareholder will lose any dissenters' rights. In addition, if
the shareholder abstains from voting his or her shares, the shareholder will
lose his or her dissenters' rights.

         If the Merger is approved by the shareholders, Livingston will have ten
days after such approval to send to those shareholders who have voted against
the approval of the Merger written notice of such approval accompanied by a copy
of Sections 1300, 1301, 1302, 1303 and 1304 of Chapter 13, a statement of the
price determined by Livingston to represent the fair market value of the
dissenting shares as of October 14, 1997, and a brief description of the
procedure to be followed if a shareholder desires to exercise dissenters'
rights. In order to preserve his or her dissenters' rights, a shareholder must
make a written demand upon Livingston for the purchase of dissenting shares and
payment to such shareholder of their fair market value, specifying the number of
shares held of record by such shareholder and a statement of what the
shareholder claims to be the fair market value of those shares as of October 14,
1997. Such demand must be addressed to Livingston Enterprises, Inc., 4464 Willow
Road, Pleasanton, California; Attention: Secretary, and must be received by
Livingston not later than thirty days after the date on which the notice of
approval of the Merger is mailed to the shareholder. A vote "Against" the Merger
does not constitute such written demand.

         Furthermore, within 30 days after the date on which the notice of the
approval of the Merger is mailed, the dissenting shareholder must surrender to
Livingston at the office designated in the notice of approval, the certificates
representing the dissenting shares to be stamped or endorsed with a statement
that they are dissenting shares or to be exchanged for certificates of
appropriate denomination so stamped or endorsed. Any shares of Livingston Common
Stock that are transferred prior to their submission for endorsement lose their
status as dissenting shares.

         If Livingston and the dissenting shareholder agree that the surrendered
shares are dissenting shares and agree upon the price of the shares, the
dissenting shareholder will be entitled to the agreed price with interest
thereon at the legal rate on judgments from the date of the agreement. Payment
of the fair market value of the dissenting shares will be made within 30 days
after the amount thereof has been agreed upon or 30 days after any statutory or
contractual conditions to the Merger have been satisfied, whichever is later,
subject to the surrender of the certificates therefor, unless provided otherwise
by agreement.


                                       35
<PAGE>   44
         If Livingston denies that the shares surrendered are dissenting shares,
or Livingston and the dissenting shareholder fail to agree upon a fair market
value of such shares of Livingston Common Stock, then the dissenting shareholder
of Livingston must, within six months after the notice of approval is mailed,
file a complaint in the Superior Court of the proper county requesting the court
to make such determination or intervene in any pending action brought by any
other dissenting shareholder. If the complaint is not filed or intervention in a
pending action is not made within the specified six-month period, the
dissenters' rights are lost. If the fair market value of the dissenting shares
is at issue, the court will determine, or will appoint one or more impartial
appraisers to determine, such fair market value. The costs of the action will be
assessed or apportioned as the Superior Court considers equitable, but if the
"fair market value" is determined to exceed the price offered by Livingston to
the shareholder, Livingston shall pay such costs (including, in the discretion
of the Superior Court, attorneys' fees, fees of expert witnesses and interest at
the legal rate on judgments, if such "fair market value" is determined to exceed
125% of the price offered by Livingston).

         A dissenting shareholder may not withdraw his or her dissent or demand
for payment unless Livingston consents to such withdrawal.

FEDERAL INCOME TAX TREATMENT

         Any shareholder of Livingston who effectively dissents from the Merger
and who receives cash for his or her shares of Livingston Common Stock will
recognize a gain or loss for federal income tax purposes equal to the amount by
which the cash received for those shares exceeds or is less than the
shareholder's tax basis for the shares. The amount of that gain or loss, if any,
will be treated as ordinary income or loss, long-term capital gain or loss or
short-term capital gain or loss depending on the length of time the shares are
held by the dissenting shareholder, whether the shares are held as a capital
asset, and whether the dissenting shareholder is deemed to own shares of
Livingston Common Stock pursuant to the attribution rules of Section 318 of the
Code. In certain circumstances, a dissenting shareholder can be deemed for tax
purposes to own shares that are actually owned by a non-dissenting shareholder
that is related to the dissenting shareholder, with the possible result that the
cash received in the exercise of the dissenting shareholder's rights could be
treated as a dividend received pursuant to a corporate distribution rather than
an amount received pursuant to a sale or exchange of Livingston Common Stock.
Further, a dissenting shareholder may be subject to foreign, state or local
income taxation. Because the tax treatment of dissenting shareholders depends
upon their individual circumstances, such shareholders are urged to consult
their own tax advisors.

           COMPARISON OF THE RIGHTS OF HOLDERS OF LUCENT COMMON STOCK
              AND THE RIGHTS OF HOLDERS OF LIVINGSTON COMMON STOCK

         Lucent is incorporated under the laws of the State of Delaware and
Livingston is incorporated under the laws of the State of California.
Shareholders whose rights as shareholders are currently governed by California
law and the Livingston Articles and Livingston Bylaws, will, in the event that
such shareholders receive Lucent Common Stock as full or partial consideration
in the Merger, become shareholders of Lucent, and their rights as such will be
governed by Delaware law and the Lucent Certificate and Lucent Bylaws. Certain
differences between the


                                       36
<PAGE>   45
rights of holders of shares of Lucent Common Stock and shares of Livingston
Common Stock are summarized below.

         The following summary does not purport to be a complete statement of
the rights of shareholders under the applicable California laws and the
Livingston Articles and Livingston Bylaws as compared with the rights of Lucent
shareholders under the applicable Delaware laws, the Lucent Certificate and
Lucent Bylaws or a complete description of the specific provisions referred to
herein. The identification of specific differences is not meant to indicate that
other equally or more significant differences do not exist. The summary is
qualified in its entirety by reference to the General Corporation Law of the
State of Delaware ("DGCL") and the California Code and the governing corporate
instruments of Lucent and Livingston, to which such shareholders are referred.

CERTAIN VOTING RIGHTS

         California law generally requires approval of any reorganization (which
includes a merger, certain exchange reorganizations and certain sale-of-asset
reorganizations) or sale of all or substantially all the assets of a corporation
by the affirmative vote of the holders of a majority (unless the articles of
incorporation require a higher percentage) of the outstanding shares of each
class of capital stock of the corporation entitled to vote thereon. The
Livingston Articles do not require a higher percentage.

         Under Delaware law, any merger, consolidation or sale of all or
substantially all the assets of a corporation requires the approval of the
holders of a majority (unless the certificate of incorporation requires a higher
percentage) of the outstanding shares of such corporation entitled to vote
thereon. The Lucent Certificate does not require a higher percentage.

         In general, under California law, no approval of a reorganization is
required by the holders of the outstanding shares in the case of any corporation
if such corporation, or its shareholders immediately before such reorganization,
or both, own, immediately after such reorganization, equity securities (other
than warrants or rights) of the surviving or acquiring corporation, or the
parent of either of the constituent corporations, possessing more than
five-sixths of the voting power of such surviving or acquiring corporation or
such parent.

         Delaware law provides that (unless required by the certificate of
incorporation) no authorization by stockholders of a surviving or acquiring
corporation is necessary for a merger if (1) the merger does not amend the
certificate of incorporation of the corporation, (2) each share of stock of the
corporation outstanding prior to the merger remains identical after the merger,
and (3) either no shares of common stock of the surviving corporation and no
shares, securities or obligations convertible into such shares are to be issued
or delivered under the plan of merger or the authorized unissued shares or the
treasury shares of common stock of the corporation to be issued or delivered
under the merger plus shares issuable upon conversion of any other shares,
securities or obligations to be issued or delivered under the merger do not
exceed 20% of the shares of common stock of the corporation outstanding prior to
the merger. The Lucent Certificate does not require stockholder authorization
for mergers of the type described in the preceding sentence.


                                       37
<PAGE>   46
         Under California law, a parent corporation may, without shareholder
approval, merge into itself a subsidiary of which it owns at least 90% of the
outstanding shares of each class of stock. In such mergers, known as short-form
mergers, minority shareholders are given the same right to dissent and receive
in cash the fair market value of their shares as in other mergers. Similarly,
Delaware law permits a merger of a 90% owned subsidiary corporation into its
parent without stockholder approval so long as the resolution of the board of
directors of the parent providing for the merger states the terms and conditions
of the merger, including the consideration to be given by the parent in exchange
for the subsidiary shares not owned by the parent.

DIVIDENDS

         Generally, a California corporation may transfer cash or property to
its shareholders without consideration, whether by way of dividend or otherwise
out of retained earnings or if, after giving effect thereto, (1) the sum of the
assets (excluding goodwill and certain other assets) of the corporation is at
least equal to 1 1/4 times its liabilities (excluding certain deferred credits)
and (2) the current assets of such corporation are at least equal to (A) its
current liabilities or (B) if the average of the earnings of such corporation
before taxes and interest expense for the two preceding fiscal years was less
than the average of the interest expense of such corporation for such fiscal
years, 1 1/4 times its current liabilities. In addition, the ability of a
California corporation to pay dividends is restricted by certain limitations for
the benefit of certain preference shares. Each dividend other than one
chargeable to retained earnings is required to be identified in a notice to
shareholders as being made from a source other than retained earnings, stating
the accounting treatment thereof.

         Under Delaware law, a corporation may pay dividends out of surplus or,
in the event that no surplus exists, out of its net profits for the fiscal year
in which the dividend is declared or its net profits for the preceding fiscal
year, subject to certain limitations for the benefit of certain preference
shares. The Lucent Bylaws provide that the Lucent Board may, in accordance with
applicable law and the Certificate of Incorporation, declare dividends.

ELECTION OF DIRECTORS; BOARD OF DIRECTORS

         Under California law (unless a listed corporation's articles of
incorporation or bylaws provide otherwise), any shareholder of a corporation is
entitled to cumulate his or her votes for the election of directors provided
that at least one shareholder has given notice at the meeting prior to the
voting, of such shareholder's intention to cumulate his or her votes. Cumulative
votes may only be cast for candidates who have been nominated before the voting.
Livingston is not a listed corporation and therefore cannot eliminate cumulative
voting.

         Delaware law permits cumulative voting in the election of directors of
a corporation if the certificate of incorporation of such corporation provides
for cumulative voting. The Lucent Certificate does not provide for cumulative
voting.

         Under California law, a company which is not a listed corporation (such
as Livingston) is not permitted to classify its board of directors into
different classes.


                                       38
<PAGE>   47
         Under Delaware law, Lucent is permitted to provide in its certificate
of incorporation or in an initial bylaw or in a bylaw adopted by a vote of the
stockholders for classification of its Board into up to three classes. The
Lucent Certificate provides that the Lucent Board consists of three classes. The
directors in each class serve on the Lucent Board for approximately three years
each. Notwithstanding the foregoing, the directors who currently serve in class
one will serve through the 2000 Lucent stockholders' meeting, the directors who
currently serve in class two will serve through the 1998 Lucent stockholders'
meeting and the directors who currently serve in class three will serve through
the 1999 Lucent stockholders' meeting. This method of electing directors makes a
change in the composition of the board of directors, and a potential change in
control of a corporation, a lengthier and more difficult process.

REMOVAL OF DIRECTORS; FILLING VACANCIES ON THE BOARD OF DIRECTORS

         Under California law, the holders of at least 10% of the number of
outstanding shares of any class of stock may initiate a court action to remove
any director for cause. In addition, any or all of the directors of a California
corporation may be removed without cause by the affirmative vote of a majority
of the outstanding shares entitled to vote. However, no director may be removed
(unless the entire board is removed) when the votes cast against removal would
be sufficient to elect the director if voted cumulatively at an election at
which the same total number of votes were cast and the entire number of the
directors authorized at the time of the director's most recent election were
then being elected. If the articles provide that the holders of the shares of
any class or series, voting as such, are entitled to elect one or more
directors, any director so elected may only be removed by the vote of the holder
of the shares of that class or series.

         Under Delaware law, any or all directors of a corporation may be
removed, with or without cause, by the holders of a majority of the shares
entitled to vote at an election of directors. However, in the case of a
corporation whose board is classified, stockholders may remove directors only
for cause, and in the case of a corporation having cumulative voting, if less
than the entire board is to be removed, no director may be removed without cause
if the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors, or, if there
are classes of directors, at an election of the class of directors of which he
or she is a part.

         Under California law (unless otherwise provided in the articles of
incorporation or bylaws and except for a vacancy created by the removal of a
director), vacancies on the board of directors, including any vacancy resulting
from an increase in the authorized number of directors, may be filled by
approval of the board. If the number of directors is less than a quorum, a
vacancy may be filled by the unanimous written consent of the directors then in
office, by the affirmative vote of a majority of the directors at a meeting held
pursuant to notice or waivers of notice or by a sole remaining director. In
addition, any vacancy not filled by the directors may be filled by the vote of
the majority of shares entitled to vote at an annual or special meeting. Neither
the Livingston Articles nor the Livingston Bylaws provide otherwise. Under
Delaware law (unless otherwise provided in the articles of incorporation or
bylaws), vacancies and newly-created directorships resulting from any increase
in the authorized number of directors may be filled by a majority of the
directors in office. Neither the Lucent Certificate nor the Lucent Bylaws
provides otherwise.


                                       39
<PAGE>   48
SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN CONSENT

         Under California law, a special meeting of shareholders may be called
by the board of directors, the chairman of the board, the president or the
holders of shares entitled to cast not less than 10% of the votes at the meeting
or such additional persons as may be provided in the articles of incorporation
or bylaws. Neither the Livingston Articles nor the Livingston Bylaws permit any
other person to call a special meeting.

         Under Delaware law, a special meeting of shareholders may be called by
the board of directors or such other persons as may be authorized by the
certificate of incorporation or by-laws. The Lucent Bylaws provide that a
special meeting may be called by the board of directors pursuant to a resolution
stating the purpose or purposes of the meeting and approved by a majority of the
total number of directors of the board (assuming if no vacancies) (the "Whole
Board") or by the Chairman of the board of directors.

         Under California law (unless otherwise provided in the articles), any
action which may be taken at a meeting of shareholders may also be taken by the
written consent of the holders of at least the same proportion of outstanding
shares as would be necessary to take such action at a meeting at which all
shares entitled to vote were present and voted, except that California law
provides that the election of directors by written consent generally requires
the unanimous consent of all shares entitled to vote for the election of
directors. The Livingston Articles do not provide otherwise.

         Under Delaware law (unless otherwise provided in the certificate of
incorporation), any action which is required to be taken or may be taken at a
meeting of stockholders, may be taken by a written consent signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting. However, the Lucent
Certificate provides that such action may not be effected by any consent in
writing of the holders but must be effected at a duly called annual or special
meeting of the stockholders.

INSPECTION OF SHAREHOLDERS' LIST

         Both the California Code and the DGCL allow any shareholder to inspect
the shareholders' list for a purpose reasonably related to such person's
interest as a stockholder. The California Code provides, in addition, for an
absolute right to inspect and copy the corporation's shareholder list by persons
holding an aggregate of five percent or more of a corporation's voting shares,
or shareholders holding an aggregate of one percent or more of such shares who
have filed a Schedule 14A with the Commission relating to the election of
directors. This absolute right may not be limited by the articles or the bylaws.
The right applies to any domestic corporation and to any foreign corporation
having its principal executive office or customarily holding meetings of its
board in California. The DGCL does not provide for any such absolute right of
inspection, and no such right is granted under the Lucent Charter or Lucent
Bylaws. Lack of access to shareholder records could result in impairment of a
shareholders' ability to coordinate opposition to management proposals.


                                       40
<PAGE>   49
SHAREHOLDER DERIVATIVE SUITS

         Generally, under California law, a derivative action on behalf of a
corporation may not be sustained unless the plaintiff was a shareholder at the
time of the alleged wrongdoing and the plaintiff alleges in the complaint with
particularity plaintiff's efforts to obtain from the board of directors redress
for such wrongdoing, or the reasons for not making such effort. However,
California law recognizes an exception to this contemporaneous ownership
requirement that gives a shareholder standing to institute a derivative action
where the shareholder acquires shares prior to disclosure of any alleged
wrongdoing provided certain other conditions are satisfied.

         Under the DGCL, a stockholder may only bring a derivative action on
behalf of the corporation if the stockholder was a stockholder of the
corporation at the time of the transaction in question or his or her stock
thereafter devolved upon him or her by operation of law. The California Code
also provides that the corporation or the defendant in a derivative suit may
make a motion to the court for an order requiring the plaintiff shareholder to
furnish a security bond.
Delaware law does not have a similar bonding requirement.

AMENDMENT OF BYLAWS

         Under California law, bylaws may be adopted, amended or repealed either
by the vote of a majority of the outstanding shares entitled to vote thereon or
(subject to any restrictions in the articles of incorporation or bylaws) by the
approval of the board of directors, except that amendments to the bylaws
specifying or changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a variable board or vice versa may only be
adopted by approval of the affirmative vote of a majority of the outstanding
shares entitled to vote. There are no such further restrictions in the
Livingston Articles or Livingston Bylaws.

         Under Delaware law, the power to adopt, amend or repeal by-laws is
vested in the stockholders entitled to vote unless the certificate of
incorporation confers the power to adopt, amend or repeal by-laws upon the
directors as well. The Lucent Certificate provides that the Lucent Bylaws may be
altered or repealed and new bylaws may be adopted (i) at any annual or special
meeting of stockholders, by the affirmative vote of the holders of a majority of
the voting power of the stock issued and outstanding and entitled to vote at
such meeting, provided, that any proposed alteration or repeal of, or the
adoption of any Bylaw inconsistent with Sections 2.2, 2.7 or 2.10 of the Lucent
Bylaws (relating to special meetings of stockholders, notice of stockholder
business and nominations and actions by written consent of stockholders,
respectively) or with Sections 3.2, 3.9 or 3.11 of the Lucent Bylaws (relating
to the number and tenure of the directors, vacancies on the board of directors
and removal of directors, respectively) by the stockholders requires the
affirmative vote of the holders of a least 80% of the voting power of all shares
of Lucent entitled to vote generally in the election of directors ("Voting
Stock") then outstanding, voting together as a single class or (ii) by the
majority of the Whole Board.


                                       41
<PAGE>   50
AMENDMENT OF CHARTER

         Under both California and Delaware laws, amendments to the articles or
certificate of incorporation of a corporation generally require approval by vote
of the board of directors and the holders of a majority of outstanding shares
entitled to vote thereon and, where their rights are affected, by the holders of
a majority of the outstanding shares of a class, whether or not such class is
entitled to vote thereon by the provision of the charter. The Lucent Certificate
provides that the affirmative vote of the holders of at least 80% of the Voting
Stock then outstanding, voting together as a single class, is required to alter,
amend, adopt any provision inconsistent with or repeal Articles V, VII or VIII
of the Lucent Certificate (relating to stockholder action, the board of
directors and the Lucent Bylaws, respectively).

DISSENTING OR APPRAISAL RIGHTS

         Under California law, in connection with the merger of a corporation
for which the approval of outstanding shares is required, dissenting
shareholders of such corporation who follow prescribed statutory procedures are
entitled to receive payment of the fair market value of their shares. For a more
complete description of such rights, see "DISSENTERS RIGHTS" and "TERMS OF THE
MERGER AGREEMENT--Dissenting Shares."

         Under Delaware law, appraisal rights are generally available for the
shares of any class or series of stock of a corporation in a merger or
consolidation; provided that no appraisal rights are available for the shares of
any class or series of stock which, at the record date for the meeting held to
approve such transaction, were either (1) listed on a national securities
exchange or (2) held of record by more than 2,000 stockholders; and further
provided that no appraisal rights are available to stockholders of the surviving
corporation if the merger did not require their approval. Notwithstanding the
foregoing, appraisal rights are available for such class or series if the
holders thereof receive in the merger or consolidation anything except: (1)
shares of stock of the corporation surviving or resulting from such merger or
consolidation; (2) shares of stock of any other corporation which at the
effective date of the merger or consolidation is either listed on a national
securities exchange or held of record by more than 2,000 stockholders; (3) cash
in lieu of fractional shares; or (4) any combination of the foregoing.

CERTAIN BUSINESS COMBINATIONS AND REORGANIZATIONS

         Under California law, if a tender offer or written proposal to acquire
a corporation by a reorganization or certain sales of assets is made to a
corporation's shareholders by an Interested Party (as hereinafter defined) (each
an "Interested Party Proposal"), (1) an affirmative opinion in writing as to the
fairness of the consideration to the shareholders of such corporation must be
delivered to shareholders of such corporation (or, in the event that no
shareholder approval is required for the consummation of the transaction, to the
corporation's board of directors) and (2) such shareholders must be (A) informed
of certain later tender offers or written proposals for a reorganization or sale
of assets made by other persons and (B) afforded a reasonable opportunity to
withdraw any vote, consent or proxy previously given or shares previously
tendered in connection with the Interested Party Proposal. For the purposes of
this paragraph, "Interested Party" shall mean a person who is a party to the
transaction and (x) directly or indirectly controls the corporation that is the
subject of the tender offer or proposal; (y) is, or is directly or indirectly


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<PAGE>   51
controlled by, an officer or director of the subject corporation; or (z) is an
entity in which a material financial interest (as defined in Section 310 of the
California Code) is held by any director or executive officer of the subject
corporation.

         In addition, in connection with any merger transaction, California law
generally requires that, unless all shareholders of a class or series consent
(and except with respect to fractional shares), each share of such class or
series must be treated equally with respect to any distribution of cash,
property, rights or securities. California law also provides generally that if a
corporation that is party to a merger, or its parent, owns more than 50% but
less than 90% of the voting power of the other corporation that is party to such
merger, the nonredeemable shares of common stock of the controlled corporation
may be converted only into nonredeemable shares of the surviving corporation or
a parent party unless all of the shareholders of the class consent. If the buyer
in a an asset sale is in control of or under common control with the seller of
such assets, the principal terms of the sale must be approved by at least 90% of
the voting power of the corporation unless the sale is to a domestic or foreign
corporation in consideration of the nonredeemable common shares of the
purchasing corporation or its parent.

         Generally, Delaware law would prevent an "Interested Stockholder"
(defined as a person beneficially owning 15% or more of a corporation's
outstanding voting stock) from engaging in a Business Combination (as defined in
Section 203 of the DGCL) with a corporation for three years following the date
such person became an Interested Stockholder unless: (1) before such person
became an Interested Stockholder, the board of directors of such corporation
approved either the business combination or the transaction in which the
Interested Stockholder became an Interested Stockholder; (2) upon consummation
of the transaction which resulted in the Interested Stockholder becoming an
Interested Stockholder, the Interested Stockholder owned at least 85% of the
voting stock of such corporation outstanding at the time the transaction
commenced (excluding stock held by (A) directors who are also officers and (B)
employee stock ownership plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer); or (3) at or subsequent to such
time, the Business Combination is (x) approved by the board of directors of such
corporation and (y) authorized at a meeting of stockholders by the affirmative
vote of the holders of at least 66 2/3% of the outstanding voting stock of such
corporation not owned by the Interested Stockholder.

LOANS TO OFFICERS AND EMPLOYEES

         Under California law, any loan or guaranty to or for a director or
officer of the corporation or its parent requires approval of a majority of a
corporation's shareholders entitled to act thereon, unless such loan or guaranty
is authorized under an employee benefit plan approved by a majority of the
shareholders entitled to act thereon (after disclosure to such shareholders that
such plan authorizes such loans or guaranties to or for officers and directors).
In addition, California law provides that, notwithstanding the foregoing, if the
corporation has outstanding shares held of record by 100 or more shareholders on
the date such loan or guaranty is approved by the board of directors, and the
corporation has a bylaw approved by shareholders authorizing the board alone to
approve such loan or guaranty, such a loan or guaranty may be approved by the
board alone (excluding the vote of any interested director) if the board
determines that any such loan or guaranty may reasonably be expected to benefit
the corporation. The Livingston Bylaws authorize


                                       43
<PAGE>   52
the board to grant such loans or guaranties. Under Delaware law, a corporation
may make loans to, guarantee the obligations of or otherwise assist its officers
or other employees and those of its subsidiaries (including directors who are
also officers or employees) when such action, in the judgment of the directors,
may reasonably be expected to benefit the corporation.

INTERESTED DIRECTOR TRANSACTIONS

         Under both the California Code and the DGCL, certain contracts or
transactions in which one or more of a corporation's directors has an interest
are not void or voidable because of such interest provided that certain
conditions, such as obtaining the required approval and fulfilling the
requirements of good faith and full disclosure, are met. Under the California
Code, however, if shareholder approval of the interested transaction is sought,
the interested director is not entitled to vote his shares at a shareholder
meeting with respect to the transaction and if board approval is sought, the
contract or transaction must be approved by a majority vote of a quorum of the
directors, without counting the vote of any interested directors (except that
interested directors may be counted for purposes of establishing a quorum).
Under the DGCL, if board approval is sought, the contract or transaction must be
approved by a majority of the disinterested directors (even though less than a
majority of a quorum). Therefore, certain transactions that the Lucent Board
might not be able to approve because of the number of interested directors could
be approved by a majority of the disinterested directors of Lucent, although
less than a majority of a quorum.


                      CERTAIN INFORMATION CONCERNING LUCENT

         Lucent is one of the world's leading designers, developers and
manufacturers of telecommunications systems, software and products. These
integrated systems and software applications enable network operators and
business enterprises to connect, route, manage and store information between and
within locations. Lucent is a global leader in the sale of public
telecommunications systems, and is a supplier of systems or software to the
world's largest networks. Lucent is also a global leader in the sale of business
communications systems and microelectronic components for communications systems
and computer manufacturers. Lucent was formed from the systems and technology
units that were formerly part of AT&T, including the research and development
capability of Bell Laboratories..

         Lucent was incorporated in Delaware in November 1995. Lucent was a
wholly-owned subsidiary of AT&T prior to its initial public offering on April
10, 1996 and became completely separate from AT&T when the remaining shares of
Lucent Common Stock held by AT&T were distributed to AT&T's stockholders on
September 30, 1996. See "INFORMATION INCORPORATED BY REFERENCE."


                    CERTAIN INFORMATION CONCERNING LIVINGSTON

         Livingston is a leading provider of remote access networking solutions
for ISPs worldwide. Used by ISPs to connect their subscribers to the Internet,
Livingston's remote access servers deliver high performance at a low price per
port, making them particularly well-suited for


                                       44
<PAGE>   53
the intensely competitive ISP marketplace. Livingston also provides office
routers and firewall routers that are resold by ISPs to corporate customers for
Internet connectivity and other remote access networking applications. Since
Livingston introduced its first remote access server in 1990, over 2,000 ISPs
have purchased Livingston's remote access products. In November 1996, Livingston
introduced the PortMaster 3 access concentrator, its remote access platform,
which Livingston believes positions it to better address the needs of large ISPs
and local telephone companies, and to maintain its leadership position with
Livingston's established base of local and regional ISP customers.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

OVERVIEW

         Livingston is a leading provider of remote access networking solutions
for ISPs worldwide. In 1990, Livingston introduced its first PortMaster
communications server incorporating its proprietary ComOS operating system,
which was developed specifically for remote access applications. In 1991,
Livingston introduced its remote access routers which are resold by ISPs to
corporate customers for Internet connectivity and other remote access networking
applications. In November 1996, Livingston began shipping its PortMaster 3
access concentrator which incorporates Livingston's enhanced ComOS, support for
high speed digital connections such as ISDN PRI and T1/E1, and up to 60 digital
modems. Because this remote access solution includes modem functionality, the
PortMaster 3 has a substantially higher selling price than Livingston's earlier
generation products. The PortMaster 3 has been designed to be easily upgraded to
support emerging technologies such as 56K modem functionality. Livingston has
announced its offer to provide this upgrade, when and if available, to existing
PortMaster 3 customers, upon request, at no additional charge (other than
shipping costs). Livingston accrues for the cost of providing the 56K upgrade at
the time of sale. Sales of the PortMaster 3 have increased significantly since
its introduction while sales of Livingston's earlier generation communications
servers have declined.

         In 1994, Livingston entered into an OEM Software License and
Development Agreement ("USR Agreement") with US Robotics Access Corp, Inc.
("USR"), pursuant to which Livingston receives software license royalties
related to sales by USR of products that incorporate the Livingston's ComOS
operating system. Royalty payments are normally received by Livingston sixty
days after USR's quarter end, and are recorded as royalty revenue at that time.
As of fiscal 1997, cumulative royalties from USR totaled $10.5 million. On
December 17, 1996, Livingston and USR settled a lawsuit related to the USR
Agreement ("Settlement") and in connection with such settlement, the parties
entered into Amendment No. 1 to the USR Agreement (the "Amendment"). Pursuant to
the Amendment, the parties agreed that USR's right and license to Livingston's
ComOS source code will terminate on December 31, 1998. Under the terms of the
USR Agreement, USR may, in its sole discretion terminate the USR Agreement upon
30 days notice. As a result of the Settlement, Livingston expects royalty
revenues from USR to terminate in fiscal 1998, if not earlier.

         On September 23, 1997, Livingston filed a claim against USR requesting
declaratory and injunctive relief with respect to a patent owned by USR. USR has
not filed an answer to the complaint. On October 2, 1997, USR filed a complaint
against Livingston claiming that


                                       45
<PAGE>   54
Livingston is infringing the same patent. Livingston has not filed an answer to
the complaint. Livingston believes that the patent may be invalid, however,
there can be no assurance that Livingston will prevail in its suit or that it
will be successful in defending the patent infringement suit. Furthermore, there
can be no assurance that USR, or other third parties, will not assert additional
patent claims in the future with respect to Livingston's products.

         On September 29, 1997, Livingston filed a claim against USR for
copyright infringement, misappropriation of trade secrets, breach of written
contract, and unfair competition. These claims arise from the Settlement.
Livingston believes that USR has violated the terms of the settlement agreement
and is seeking to enforce its rights under such agreement. USR has not filed an
answer to the complaint.

         International sales accounted for 29.7% and 41.7% of Livingston's
product revenues in fiscal 1996 and fiscal 1997, respectively. Livingston
expects that international sales will continue to account for a significant
portion of its product revenues in future periods. Although Livingston's
international sales are currently denominated in U.S. dollars, fluctuations in
currency exchange rates could cause Livingston's products to become relatively
more expensive to customers in a particular country, leading to a reduction in
sales or profitability in such country. Furthermore, future international
activity may result in foreign currency denominated sales, and, in such event,
gains and losses on the conversion to U.S. dollars of accounts receivable and
accounts payable arising from international operations may cause material
fluctuations in Livingston's results of operations.

         Historically, the majority of Livingston's sales have been made to
local and regional ISPs through Livingston's reseller channel. In connection
with the introduction of the PortMaster 3, Livingston began to significantly
expand its direct sales force in order to better address the needs of large ISPs
and local telephone companies. Recently, Livingston has expanded its direct
sales force and has established eight branch offices in North America, a
European headquarters in France and a branch office in the United Kingdom. In
response to growth in the ISP demand and Livingston's expanded base of
customers, Livingston has significantly increased its research and development
activities. Livingston has also expanded its technical support operations and
manufacturing capacity. These activities, and the expansion of Livingston's
infrastructure to support them, have resulted in significantly higher operating
expenses in fiscal 1996 and fiscal 1997.

         Livingston typically provides certain post contract customer support
("PCS") in connection with the sale of its products. Prior to the second quarter
of fiscal 1996, PCS consisted principally of telephone support and minor
maintenance for its PortMaster 2 products. During this period, Livingston
recognized revenue at the time of product shipment and accrued the estimated
costs of providing PCS. During the second quarter of fiscal 1996, Livingston
decided to provide significant feature enhancements to ComOS, free of charge, to
Livingston's customers. Accordingly, Livingston recognized the portion of
product revenue attributable to the value of PCS ratably over 12 months, the
period during which PCS is expected to be provided. In November 1996, Livingston
began selling PortMaster 3, which is accompanied by a one year hardware and
software warranty. The portion of the PortMaster 3 selling price that is
attributable to PCS is recognized ratably over the 12 month support period.
Additional warranty and support


                                       46
<PAGE>   55
coverage is made available to PortMaster 3 customers as a purchase option. PCS
revenues to date have not been significant.

RESULTS OF OPERATIONS

         The following table sets forth, as a percentage of net revenues (except
for gross-margin on product revenues), certain statement of operations data for
the period indicated:


<TABLE>
<CAPTION>
                                          1995        1996       1997
                                         ------      ------     ------
<S>                                    <C>         <C>        <C>
Product revenues ..................        98.4%       93.8%      89.9%
Royalty revenues ..................         1.6         6.2       10.1
                                         ------      ------     ------
Net revenues ......................       100.0%      100.0%     100.0%
Cost of revenues ..................        39.4        40.3       38.1
                                         ------      ------     ------
     Gross profit .................        60.6        59.7       61.9
Operating expenses:
     Research and development .....         4.3         5.5        5.9
     Selling and marketing ........        13.8        18.8       24.4
     General and administrative ...         3.3         3.8        5.8
                                         ------      ------     ------
         Total operating expenses..        21.4        28.1       36.1
                                         ------      ------     ------
Operating income ..................        39.2        31.6       25.8
Interest income (expense), net ....        (0.1)        0.2        0.7
                                         ------      ------     ------
Income before income taxes ........        39.1        31.8       26.5
Provision for income taxes ........        15.1        12.6        9.4
                                         ------      ------     ------
         Net income ...............        24.0%       19.2%      17.1%
                                         ======      ======     ======  
Gross margin on product revenues...        60.0%       57.0%      57.6%
</TABLE>


YEAR ENDED AUGUST 31, 1997 COMPARED TO YEAR ENDED AUGUST 31, 1996

 Net Revenues. Net revenues increased 58.0% to $72.8 million for fiscal 1997 as
compared to $46.1 million for fiscal 1996. The increased net revenues reflect
the introduction and increased sales of Livingston's PortMaster3 product and
increased royalties, partially offset by declining sales of the PortMaster 2
products. Specifically, sales of Livingston's PortMaster 2 products declined by
55.0% from fiscal 1996, while royalty revenues increased 155% from fiscal 1996.
Royalty revenues were $7.3 million and $2.9 million in fiscal 1997 and in fiscal
1996, respectively. Sales to international customers accounted for approximately
41.7% of product revenues for fiscal 1997 compared to 29.7% for fiscal 1996.

 Gross Profit. Livingston's gross profit in fiscal 1997 increased to $45.1
million from $27.5 million in fiscal 1996. This increase was attributable to the
introduction and increased sales of the PortMaster 3 products and to increased
royalties, partially offset by $2.3 million in charges for obsolete PortMaster 2
product and component inventory. Gross margin on product revenues increased to
57.6% in fiscal 1997, compared to 57.0% in fiscal 1996. The higher gross margin
was due to increased sales of the higher margin PortMaster 3 products offset by
a charge for


                                       47
<PAGE>   56
obsolete PortMaster 2 inventory and approximately $3.4 million reserved to
provide, when and if available, Livingston's 56K modem solution, upon request,
for PortMaster 3 products sold during the period.

 Research and Development. Research and development expenses consist primarily
of employee compensation, amounts paid for outside services, and costs of
materials utilized in product development. Research and development expenses
increased to $4.3 million, or 5.9% of net revenues in fiscal 1997, from $2.5
million, or 5.5% of net revenues in fiscal 1996. The increase was due primarily
to the addition of personnel for the development of PortMaster 3, enhancement of
the ComOS operating system and development of future products. Livingston
believes that significant research and development efforts are necessary in
order for it to compete in the evolving market for remote access products.
Accordingly, Livingston expects its research and development expenditures to
increase in absolute dollars and as a percentage of net revenues.

 Selling and Marketing. Selling and marketing expenses consist primarily of base
and incentive compensation paid to sales, customer support and marketing
personnel, travel and related expenses, and costs associated with promotional
and trade show activities. Selling and marketing expenses increased to $17.8
million, or 24.4% of net revenues, in fiscal 1997 from $8.7 million, or 18.8% of
net revenues, in fiscal 1996. The increase reflects significant hiring of direct
sales personnel in North America and Europe and technical support personnel in
North America, as well as increased incentive compensation due to increased
sales volume. Also included are charges relating to a marketing program to
promote Livingston's presence in Europe. Livingston expects selling and
marketing expenses to increase both in absolute dollars and as a percentage of
net revenues as Livingston pursues its strategy of expanding its direct sales
force.

 General and Administrative. General and administrative expenses consist
primarily of compensation paid to administrative personnel and related overhead.
General and administrative expenses increased to $4.2 million, or 5.8% of net
revenues, in fiscal 1997 from $1.8 million, or 3.8% of net revenues, in fiscal
1996 as Livingston continued to build its infrastructure to support growth in
its manufacturing, research and development, and selling and marketing
functions. Livingston expects that general and administrative expenses will
increase in absolute dollars as Livingston continues to expand its operations.

 Provision for Income Taxes. Livingston's effective tax rate for fiscal 1997 was
35.5% compared to 39.7% in fiscal 1996. See Notes 1 and 4 of Notes to the
Livingston Consolidated Financial Statements.

YEAR ENDED AUGUST 31, 1996 COMPARED TO THE YEAR ENDED AUGUST 31, 1995

 Net Revenues. Net revenues increased 125% to $46.1 million for fiscal 1996, as
compared to $20.5 million for fiscal 1995. This increase was due primarily to
higher sales of Livingston's communication servers and routers. Royalty revenues
were $2.9 million and $323,000 in fiscal 1996 and fiscal 1995, respectively.
Sales to international customers accounted for 29.7% of product revenues in
fiscal 1996 compared to 16.9% in fiscal 1995. This increase in international
sales was the result of an expansion of Livingston's reseller relationships in
Japan and Europe.


                                       48
<PAGE>   57
 Gross Profit. Livingston's gross profit for fiscal 1996 increased to $27.5
million from $12.4 million for fiscal 1995. This increase was due primarily to
higher unit sales and increased royalties. Gross margin on product revenues
(excluding royalty revenues) declined to 57.0% in fiscal 1996 compared to 60.0%
in fiscal 1995 as a result of a charges of $1.3 million taken in the second half
of fiscal 1996 related to Livingston's establishment of an inventory reserve in
connection with the PortMaster 2 product line.

 Research and Development. Research and development expenses increased to $2.5
million, or 5.5% of net revenues, in fiscal 1996 compared to $890,000, or 4.3%
of net revenues, in fiscal 1995, due primarily to the addition of personnel for
the development of the PortMaster 3 and for enhancements and feature upgrades to
ComOS. Research and development expenses in fiscal 1996 included $632,000 for
purchased in-process research and development, primarily related to modem
technology.

 Selling and Marketing. Selling and marketing expenses increased to $8.7
million, or 18.8% of net revenues, in fiscal 1996 compared to $2.8 million, or
13.8% of net revenues, in fiscal 1995. The increase was due primarily to
increased staffing levels in sales intended to broaden the geographic reach for
Livingston's products, increased marketing expenses related to trade show
participation and development of collateral materials, and increased staffing of
technical support operations in response to a growing installed base of
products.

 General and Administrative. General and administrative expenses increased to
$1.8 million, or 3.8% of net revenues, in fiscal 1996 compared to $667,000, or
3.3% of net revenues, in fiscal 1995 due to increased personnel and overhead
costs and increased use of outside professional services as Livingston began to
build its infrastructure to support growth in its manufacturing, research and
development, and selling and marketing functions.

 Provision for Income Taxes. Livingston's effective tax rate in fiscal 1996 was
39.7% compared to 38.7% in fiscal 1995.

LIQUIDITY AND CAPITAL RESOURCES

     Since inception, Livingston has financed its operations primarily through
cash flows from operating activities. As of August 31, 1997, Livingston's
principal sources of liquidity consisted of $11.1 million of cash and cash
equivalents and an unsecured $5 million line of credit. The line of credit bears
interest at the bank's prime rate and specifies financial and operating
covenants, including restrictions on Livingston's ability to purchase its own
stock and a prohibition on payment of cash dividends. There have been no
borrowings under the line of credit.

     Livingston's operating activities in fiscal 1997, 1996 and 1995 provided
cash flows of $15.8 million, $3.4 million and $1.2 million, respectively. Cash
provided by operating activities during these periods was attributable primarily
to increases in net income, partially offset by increases in accounts receivable
and inventories. As of August 31, 1997, Livingston's working capital was $25.6
million, which included $9.7 million and $5.7 million of accounts receivable and
inventory, respectively.

     Livingston's investing activities have consisted primarily of purchases of
property and


                                       49
<PAGE>   58
equipment. Cash used in investing activities increased to $1.9 million in the
year ended August 31, 1997 from $803,000 in the year ended August 31, 1996, due
primarily to purchases of furniture and fixtures for the new headquarters
facility which Livingston moved into in November 1996. Cash used in investing
activities totaled $2.1 million, $881,000 and $348,000 in fiscal 1997, 1996 and
1995, respectively.

     Livingston expects to use approximately $2.5 million for capital
expenditures over the next twelve months. Livingston believes that available
funds, its existing bank line of credit and cash flows expected to be generated
from operations will be sufficient to meet its anticipated cash needs at least
through fiscal 1998.

MANAGEMENT OF LIVINGSTON

EXECUTIVE OFFICERS AND DIRECTORS

     The following table sets forth certain information with respect to the
executive management and directors of Livingston:


NAME                        Age                        Position
- ----                        ---                        --------
Steven M. Willens.......... 38    President, Chief Executive Officer, Chief
                                  Technology Officer and Chairman
Ronald H. Willens.......... 65    Vice President of Operations, Executive Vice
                                  President, Secretary and Director
Joseph E. Sasek............ 38    Vice President of Sales and Marketing
Steven A. Hess............. 45    Chief Financial Officer
Jurgen Obermann............ 34    Managing Director of Europe, the Middle East
                                  and Africa
Paul L. Harvey............. 45    Director of Customer Service
Jerrold Livingston......... 67    Director
Albert A. Pimentel (1)(2).. 42    Director
Robert C. Hawk (1)(2)...... 57    Director

- -------------------

(1)      Member of the Compensation Committee.

(2)      Member of the Audit Committee.

         Mr. Steven Willens co-founded Livingston in 1986 and joined Livingston
on a full-time basis in 1989, serving as Vice President of Engineering. In
October 1994, he was appointed President and Chief Executive Officer. In October
1995, he was appointed Chairman of the Board of Directors. Mr. Willens also
served as Secretary of Livingston from 1986 to October 1994. From 1984 to 1989,
Mr. Willens held several management positions in engineering and marketing at
Sun Microsystems. From 1981 to 1984, he was a Product Manager at Hewlett
Packard.

         Dr. Ronald Willens co-founded Livingston in 1986, has served as Vice
President of Operations since 1988, as Executive Vice President of Livingston
since September 1995 and as Secretary of Livingston since October 1994. From
1962 to 1988, Dr. Willens served in various technical management capacities with
AT&T Labs in Murray Hill, New Jersey.


                                       50
<PAGE>   59
         Mr. Sasek joined Livingston in July 1994 as Director of Sales, was
promoted to Vice President of Sales in August 1995 and to Vice President of
Sales and Marketing in June 1996. From 1990 to 1992, Mr. Sasek held several
field sales management positions, and from February 1992 to July 1994 was field
sales director for Telebit Corporation, a dial-up networking company.

         Mr. Hess joined Livingston in February 1996 as Chief Financial Officer.
From January 1995 to February 1996, he was Vice President of Finance and Chief
Financial Officer at Asante Technologies, Inc., a manufacturer of local area
networking equipment. From 1988 to October 1995, Mr. Hess held executive
management positions, primarily as Chief Financial Officer for Telebit
Corporation, a dial-up networking company.

         Mr. Obermann joined Livingston in September 1996, as Managing Director
of Livingston's Europe, Middle East and Africa operations. From April 1993 to
September 1996, Mr. Obermann was the Director of Marketing for Cisco responsible
for Europe, the Middle East and Africa. Prior to that, from July 1991 to April
1993, he was product manager for LAN, WAN and Internet products at PanDacom
GmbH, a German company which distributes telecommunications and internetworking
equipment.

         Mr. Harvey joined Livingston in February 1997 as Director of Customer
Service. From May 1992 to February 1997, Mr. Harvey was Director of Worldwide
Customer Support Center of Amdahl Corporation, a manufacturer of mainframe
computers. From 1976 to April 1992, he held a variety of customer support
positions with Amdahl Corporation.

         Mr. Livingston co-founded Livingston in 1986, and served as its
President and Chief Executive Officer until September 1994 and as its Chairman
until October 1995 at which time he retired. From 1983 to 1986, Mr. Livingston
was Director, Environmental Medical Services with Litton Industries. From 1971
to 1983 he served as Director of Environmental Safety for ITEK, a defense
contractor.

         Mr. Pimentel has served as a member of Livingston's Board of Directors
since November 1995. Mr. Pimentel has been Senior Vice President of Finance and
Chief Financial Officer with WebTV Networks, Inc., an Internet appliance and
service company, since November 1996. From July 1992 to October 1996, Mr.
Pimentel was Senior Vice President and Chief Financial Officer with LSI Logic
Corporation, a semiconductor company. From 1990 to June 1992, Mr. Pimentel was
Vice President of Finance and Chief Financial Officer for Momenta Corporation, a
pen-based PC company.

         Mr. Hawk has served as a member of Livingston's Board of Directors
since February 1997. Mr. Hawk is currently retired. From May 1996 to April 1997,
Mr. Hawk was President and Chief Executive Officer of US West Multimedia Group,
a Denver, Colorado-based RBOC. From 1986 to April 1996, Mr. Hawk served as
President of the Carrier and Information Provider division of US West
Communications. Mr. Hawk currently serves as a director of Premisys
Communications, Inc., PairGain Technologies, Inc. and Xylan Corporation.

         Dr. Ronald Willens is father of Mr. Steven Willens, and Jerrold
Livingston is Steven Willens' father-in-law. Other than those relationships,
there are no other family relationships


                                       51
<PAGE>   60
among any of the directors and executive officers of Livingston.

DIRECTOR COMPENSATION

         Directors receive no cash compensation for services provided in that
capacity but are reimbursed for out-of-pocket expenses incurred in connection
with attendance at meetings of the Board of Directors. Upon joining the Board of
Directors, Mr. Pimentel was granted an option to purchase 150,000 shares of
Livingston's Common Stock at a price of $.25 per share and Mr. Hawk was granted
an option to purchase 35,000 shares of Livingston's Common Stock at a price of
$10.50 per share, pursuant to the 1994 Stock Plan.

EXECUTIVE COMPENSATION

         The following table shows the compensation received in the fiscal year
ended August 31, 1997 by Livingston's Chief Executive Officer and Livingston's
other executive managers who earned in excess of $100,000 during such fiscal
year (collectively, the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                    SECURITIES           
                                                                                    UNDERLYING                 
                                                                                   OPTIONS (#)                 
                                                        ANNUAL COMPENSATION         LONG-TERM  
                                                        -------------------        COMPENSATION     ALL OTHER   
NAME AND PRINCIPAL POSITION                          SALARY           BONUS(1)        AWARDS       COMPENSATION 
- ---------------------------                          ------           --------     ------------    ------------
<S>                                                 <C>               <C>          <C>             <C>
Steven M. Willens ........................          $236,058          $ 50,000          --                --
   Chairman, President and
    Chief Executive Officer
Ronald H. Willens ........................          $236,058          $ 50,000          --                --
   Vice President of Operations,
    Executive Vice President and Secretary
Joseph E. Sasek ..........................          $120,000          $ 40,000          --          $ 81,154(2)
   Vice President of Sales and Marketing
Steven A. Hess ...........................          $140,000          $ 20,000          --                --
   Chief Financial Officer
Jurgen Obermann ..........................          $156,000          $ 25,000          --          $ 52,000(3)
   Managing Director of Europe, the Middle
      East and Africa
</TABLE>

- ------------------

(1)      Earned for services during the year.

(2)      Represents $79,058 in sales commissions and $2,096 for health and life
         insurance premiums paid by Livingston.

(3)      Represents $25,000 in sales commissions, $18,000 as an auto allowance,
         and $9,000 for health insurance premiums paid by Livingston.


                                       52
<PAGE>   61
                          OPTIONS GRANTS IN FISCAL 1997

         The following table sets forth information for the Named Executive
Officers with respect to grants of options to purchase Common Stock of
Livingston made during the fiscal year ended August 31, 1997.



<TABLE>
<CAPTION>
                              Individual Grants(1)
                              --------------------
                                                                                              Potential Realizable Value
                           Number of        % of Total                                          At Assumed Annual Rates
                           Securities         Options                                         of Stock Price Appreciation
                           Underlying       Granted to       Exercise                             for Option Term (2)
                            Options        Employees in        Price        Expiration            -------------------
          Name              Granted         Fiscal Year      Per Share         Date               5%               10%
          ----              -------         -----------      ---------      ----------            --               ---
<S>                        <C>             <C>               <C>            <C>               <C>                <C>
Steven M. Willens                --                 --              --             --                --                --
Ronald H. Willens                --                 --              --             --                --                --
Joseph E. Sasek .                --                 --              --             --                --                --
Steven A. Hess ..                --                 --              --             --                --                --
Jurgen Obermann .            45,000                6.1%          10.50        1/21/07          $297,158          $753,165
                             10,000                1.4%          17.50         5/9/07          $110,075          $278,950
</TABLE>

- -------------------

(1)      Consists of stock options granted pursuant to the 1994 Stock Plan. Each
         option became exercisable immediately, subject to a right of repurchase
         which lapses according to a vesting schedule of 25% at the end of one
         year following the vesting commencement date as determined by the Board
         of Directors and 1/36 of the remaining amount per month thereafter as
         long as each optionee remains an employee with, consultant to or
         director of Livingston. The maximum term of each option granted is ten
         years from the date of grant. The exercise price is equal to the fair
         market value of the stock on the date of grant as determined by the
         Board of Directors.

(2)      Potential gains are net of the exercise price but before taxes
         associated with the exercise. The 5% and 10% assumed annual rates of
         compounded stock appreciation are mandated by the rules of the
         Commission and do not represent Livingston's estimate or projection of
         the future Common Stock price. Actual gains, if any, on stock option
         exercises are dependent on the future financial performance of
         Livingston, overall market conditions and the option holders' continued
         employment through the vesting period. This table does not take into
         account any appreciation in the price of the Common Stock from the date
         of grant to the date of this Proxy Statement/Prospectus, other than the
         columns reflecting assumed rates of appreciation of 5% and 10%.


                                       53
<PAGE>   62
   AGGREGATED OPTION EXERCISES IN FISCAL 1997 AND FISCAL 1997 YEAR-END OPTION
                                     VALUES

         The following table sets forth information for the Named Executive
Officers with respect to exercises of options to purchase Common Stock of
Livingston in the fiscal year ended August 31, 1997.

<TABLE>
<CAPTION>
                                                       Number of Securities           Value of Unexercised
                                                      Underlying Unexercised          In-the-Money Options
                                                        Options at 8/31/97               at 8/31/97 (1)
                         Shares                         ------------------               --------------
                        Acquired
        Name          on Exercise  Value Realized   Exercisable   Unexercisable    Exercisable   Unexercisable
        ----          -----------  --------------   -----------   -------------    -----------   -------------
                          (#)           ($)
<S>                   <C>          <C>              <C>           <C>              <C>           <C>
Steven M. Willens          --            --                 --          --                 --          --
Ronald H. Willens          --            --                 --          --                 --          --
Joseph E. Sasek .          --            --            375,000          --         $6,500,253          --
Steven A. Hess ..          --            --            225,000          --         $3,561,750          --
Jurgen Obermann .          --            --             55,000          --         $  315,000          --
</TABLE>
                                     
- -------------

(1)      Based on the fair market value of Livingston's Common Stock at August
         31, 1997 ($17.50 per share as determined by the Board of Directors)
         less the exercise price payable for such shares.

LIVINGSTON STOCK INFORMATION

The following table sets forth information known to Livingston with respect to
the beneficial ownership of its Common Stock as of September 30, 1997 for (i)
each person who is known by Livingston to own beneficially more than five
percent of the Common Stock, (ii) each of Livingston's directors, (iii) each
Named Executive Officer and (iv) all directors and executive officers as a
group.


<TABLE>
<CAPTION>
                                                                       Number of             
                                                                         Shares               Percent
                                                                      Beneficially           of Class
NAME AND ADDRESS OF BENEFICIAL OWNER                                    Owned(1)             --------
- ------------------------------------                                    --------                (2)  
<S>                                                                   <C>                    <C>
Steven M. Willens............................................          4,050,000               32.6%
Ronald H. Willens............................................          4,050,000               32.6%
Jerrold Livingston...........................................          4,050,000(3)            32.6%
Joseph E. Sasek..............................................            375,000(4)             2.9%
Steven A. Hess...............................................            225,000(5)             1.8%
Albert A. Pimentel...........................................            150,000(6)             1.2%
Jurgen Obermann..............................................            110,000(7)              *
Robert C. Hawk...............................................             35,000                 *
All directors and executive officers as a group              
   (9 persons)...............................................         13,075,000(8)            97.1%
</TABLE>

- ---------------

 *       Less than one percent.


                                       54
<PAGE>   63
(1)      Except as otherwise indicated in the footnotes to this table and
         pursuant to applicable community property laws, the persons named in
         the table have sole voting and investment power with respect to all
         shares of Livingston Common Stock. Beneficial ownership is determined
         in accordance with the rules of the Commission and generally includes
         voting or investment power with respect to securities. Options under
         the 1994 Stock Plan are immediately exercisable in full but subject to
         a right of repurchase by Livingston which lapses according to a vesting
         schedule. All shares of Common Stock subject to options exercisable are
         deemed outstanding for computing the percentage of the person holding
         such options but are not deemed outstanding for computing the
         percentage of any other person.

(2)      Based on 12,408,195 shares outstanding as of September 30, 1997.

(3)      Includes 72,460 shares held by the Randall Scott Livingston Trust,
         17,390 shares held by the Joshua Matthew Livingston Trust, 17,390
         shares held by the Travis Michael Livingston Trust, 17,390 shares held
         by the Rebecca Roseann Livingston Trust, 14,490 shares held by the
         Rhonda Denise Willens Trust, 14,490 shares held by the Melissa Leanne
         Willens Trust and 14,490 shares held by the Mark Daniel Willens Trust.

(4)      Includes 375,000 shares issuable under stock options held by Mr. Sasek
         exercisable within 60 days of September 30, 1997.

(5)      Includes 225,000 shares issuable under stock options held by Mr. Hess
         exercisable within 60 days of September 30, 1997.

(6)      Includes 150,000 shares issuable under stock options held by Mr.
         Pimentel exerciseable within 60 days of September 30, 1997.

(7)      Includes 110,000 shares issuable under stock options held by Mr.
         Obermann exerciseable within 60 days of September 30, 1997.

(8)      Includes 890,000 shares issuable under stock options held by such
         directors and executive officers exerciseable within 60 days of
         September 30, 1997 and 168,100 shares of which Mr. Livingston is deemed
         to be the beneficial owner.

CERTAIN TRANSACTIONS

         Livingston and Jerrold Livingston entered into a Deferred Compensation
Plan dated May 2, 1996, as amended (the "Compensation Plan"). Under the terms of
the Compensation Plan, Mr. Livingston is entitled to receive an aggregate annual
amount of $110,000 in recognition of past services rendered to Livingston. The
Compensation Plan will terminate upon the earliest of (i) January 1, 2005, (ii)
the termination of the lock-up period in connection with the closing of an
initial public offering of the Livingston's Common Stock and (iii) the closing
of a merger or sale of Livingston.


                                       55
<PAGE>   64
                                  LEGAL MATTERS

                  The legality of the Lucent Common Stock offered by this Proxy
Statement/Prospectus will be passed upon for Lucent by Pamela F. Craven, Vice
President - Law and certain federal tax consequences of the Merger for Lucent
will be passed upon by William R. Carapezzi, Jr., Vice President - Taxes and Tax
Counsel. As of September 30, 1997, Pamela F. Craven owned 274 shares of Lucent
Common Stock and options and stock units for 85,301 shares of Lucent Common
Stock and William R. Carapezzi, Jr. owned options and stock units for 75,266
shares of Lucent Common Stock.

                  Certain federal income tax consequences of the Merger for
Livingston and its shareholders will be passed upon for Livingston by its
counsel Wilson Sonsini Goodrich & Rosati, Professional Corporation.


                                     EXPERTS

                  The consolidated financial statements and financial statement
schedule of Lucent incorporated into this Proxy Statement/Prospectus by
reference to Lucent's Transition Report on Form 10-K for the transition period
from January 1, 1996 through September 30, 1996 have been audited by Coopers &
Lybrand L.L.P., independent public accountants, as indicated in their report
dated October 24, 1996, accompanying such financial statements, and are
incorporated by reference in this Proxy Statement/Prospectus in reliance upon
the authority of said firm as experts in accounting and auditing.

                  The financial statements of Livingston as of August 31, 1997
and 1996 for each of the years in the three-year period ended August 31, 1997,
have been included in this Proxy Statement/Prospectus in reliance upon the
report of KPMG Peat Marwick LLP, independent public accountants, appearing
elsewhere herein and upon the authority of said firm as experts in accounting
and auditing.


                                       56
<PAGE>   65
LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                            Page

Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements




                                             F-1
<PAGE>   66
REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
Livingston Enterprises, Inc.

We have audited the accompanying consolidated balance sheets of Livingston
Enterprises, Inc. and subsidiaries as of August 31, 1996 and 1997, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the years in the three-year period ended August 31, 1997.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Livingston
Enterprises, Inc. and subsidiaries at August 31, 1996 and 1997, and the results
of operations and its cash flows for each of the years in the three-year period
ended August 31, 1997, in conformity with generally accepted accounting
principles.









KPMG Peat Marwick LLP
Palo Alto, California
September 26, 1997, except as to Notes 10 and 11,
        which are as of October 14, 1997



                                             F-2
<PAGE>   67
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                     in thousands, except per share amounts


                                     ASSETS

<TABLE>
<CAPTION>
                                                                                  August 31,
                                                                             --------------------
                                                                               1996         1997
                                                                             --------    --------
<S>                                                                          <C>         <C> 
Current assets:
     Cash and cash equivalents                                               $  3,749    $ 11,054
     Short term investments                                                        --       6,830
     Accounts receivable, net of allowances of $648
          in 1996 and $1,138 in 1997                                            6,796       9,696
     Inventories                                                                7,650       5,685
     Income taxes receivable                                                       --         792
     Deferred income taxes                                                      1,858       5,881
     Prepaid expenses and other current assets                                    153         446
                                                                             --------    --------

                Total current assets                                           20,206      40,384

Property and equipment, net                                                       940       2,451
Other assets                                                                      140         355
                                                                             --------    --------

                Total assets                                                 $ 21,286    $ 43,190
                                                                             ========    ========

 
                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                        $  2,787    $  4,734
     Accrued liabilities                                                        1,540       6,669
     Deferred revenue                                                           1,636       3,424
                                                                             --------    --------

                Total current liabilities                                       5,963      14,827
                                                                             --------    --------

Commitments and contingencies (Notes 7 and 10)

Shareholders' equity:
     Preferred stock, no par value; no shares
          authorized, issued or outstanding                                        --          --
     Common stock, no par value; 30,000,000 shares
          authorized; issued and outstanding - 12,235,200
          in 1996 and 12,407,195 in 1997                                          216       2,000
     Deferred compensation expense                                                 --      (1,175)
     Retained earnings                                                         15,107      27,538
                                                                             --------    --------

                Total shareholders' equity                                     15,323      28,363
                                                                             --------    --------

                Total liabilities and shareholders' equity                   $ 21,286    $ 43,190
                                                                             ========    ========

</TABLE>


                                      F-3


  The accompanying notes are an integral part of these consolidated financial
                                  statements.

<PAGE>   68
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       in thousands, except per share data


<TABLE>
<CAPTION>
                                         Year ended August 31,
                                    ---------------------------------
                                      1995         1996        1997
                                    --------     --------    --------

<S>                                 <C>          <C>           <C>   
Product revenues                    $ 20,138     $ 43,229      65,495
Royalty revenues                         323        2,878       7,329
                                    --------     --------    --------

Net revenues                          20,461       46,107      72,824

Cost of sales                          8,054       18,567      27,741
                                    --------     --------    --------

     Gross profit                     12,407       27,540      45,083
                                    --------     --------    --------

Operating expenses:
     Research and development            890        2,512       4,289
     Selling and marketing             2,831        8,670      17,798
     General and administrative          667        1,771       4,245
                                    --------     --------    --------

        Total operating expenses       4,388       12,953      26,332
                                    --------     --------    --------

Operating income                       8,019       14,587      18,751
Interest income (expense), net           (20)          85         530
                                    --------     --------    --------

Income before income taxes             7,999       14,672      19,281
Provision for income taxes             3,095        5,827       6,850
                                    --------     --------    --------

Net income                          $  4,904     $  8,845    $ 12,431
                                    ========     ========    ========

Net income per share                $   0.39     $   0.64    $   0.87
                                    ========     ========    ========
Shares used in the per share
    computations                      12.569       13.844      14.334
                                    ========     ========    ========
</TABLE>



                                      F-4


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>   69
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                              dollars in thousands


<TABLE>
<CAPTION>
                                                              Common Stock            Deferred         Retained
                                                     --------------------------
                                                         Shares         Amount       Compensation      Earnings          Total
                                                     -------------      -------       ---------       ---------        -------

<S>                                                  <C>                <C>           <C>             <C>             <C>  
Balances, August 31, 1994                            $  12,150,000      $    21       $       -       $   1,358          1,379
                                                                                
     Net income                                                                                           4,904          4,904
                                                     -------------      -------       ---------       ---------        -------
                                                                                
Balances, August 31, 1995                               12,150,000           21               -           6,262          6,283
                                                                                
     Issuance of common stock                               15,000            4                                              4
     Issuance of common stock for acquired                                      
        in-process research and development                 18,000          189                                            189
     Exercise of common stock options                       52,200            2                                              2
     Net income                                                                                           8,845          8,845
                                                                                
                                                     -------------      -------       ---------       ---------        ------- 
Balances, August 31, 1996                               12,235,200          216               -          15,107         15,323
                                                                                
     Exercise of common stock options                      171,995          483                                            483
     Deferred compensation expense relating to                                  
         grants of stock options                                          1,301          (1,301)                             -
     Amortization of deferred compensation expense                                          126                            126
     Net income                                                                                          12,431         12,431
                                                                                
                                                     -------------      -------       ---------       ---------       --------  
Balances, August 31, 1997                               12,407,195      $ 2,000       $  (1,175)      $  27,538       $ 28,363
                                                     =============      =======       =========       =========       ========
</TABLE>



                                      F-5


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>   70
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  in thousands

<TABLE>
<CAPTION>
                                                             Year ended August 31,
                                                      --------------------------------
                                                        1995        1996        1997
                                                      -------     -------     --------

<S>                                                   <C>         <C>         <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                            $ 4,904     $ 8,845     $ 12,431
Adjustments to reconcile net income to net cash
         provided by operating activities:
     Depreciation and amortization                         60         193          404
     Interest on notes payable to shareholders             22          --           --
     Deferred income taxes                                (91)     (1,719)      (4,023)
     In process research and development charged
          to expense as acquired                           --         189           --
     Amortization of deferred compensation expense         --          --          126
     Changes in operating assets and liabilities:
             Accounts receivable                       (2,446)     (3,122)      (2,900)
             Inventories                               (2,951)     (4,093)       1,965
             Income taxes receivable                       --          --         (792)
             Prepaids and other current assets             20         (98)        (293)
             Accounts payable                           1,523       1,092        1,947
             Accrued liabilities                          186         453        5,129
             Deferred revenue                              --       1,636        1,788
                                                      -------     -------     --------

 Net cash provided by operating activities              1,227       3,376       15,782
                                                      -------     -------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment                 (288)       (803)      (1,915)
     Other assets                                         (60)        (78)        (215)
                                                      -------     -------     --------

Net cash used in investing activities                    (348)       (881)      (2,130)
                                                      -------     -------     --------

CASH FLOWS USED IN FINANCING ACTIVITIES:
     Purchase of short term investments                    --          --       (6,830)
     Proceeds from common stock issued                     --           6          483
     Repayment of notes payable to shareholders           (20)       (238)          --
                                                      -------     -------     --------

Net cash flows used in financing activities               (20)       (232)      (6,347)
                                                      -------     -------     --------

Net increase in cash and cash equivalents                 859       2,263        7,305
Cash and cash equivalents at beginning of period          627       1,486        3,749
                                                      -------     -------     --------

Cash and cash equivalents at end of period            $ 1,486     $ 3,749     $ 11,054
                                                      =======     =======     ========

SUPPLEMENTAL SCHEDULE OF CASH
  FLOW INFORMATION:
  Common stock issued in exchange for acquired in-
       process research and development charged to
       expense                                        $     -     $   189     $      -
  Cash paid for income taxes                          $ 2,862     $ 8,063     $ 11,376
  Cash paid for interest                              $    20     $    35     $      -
</TABLE>



                                      F-6


  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>   71
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Livingston Enterprises, Inc. (the Company), a California corporation, is a
provider of integrated remote access networking solutions for Internet Service
Providers.

Basis of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its subsidiaries from which intercompany accounts and transactions
have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Cash and Cash Equivalents and Short-Term Investments

The Company considers all highly liquid investments with remaining maturities of
three months or less at time of acquisition to be cash equivalents.
Approximately $7.9 million of short-term investments were considered cash
equivalents at August 31, 1997.

The Company accounts for cash equivalents and short-term investments in
accordance with Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities. All cash
equivalents are classified as available-for-sale under the provisions of SFAS
No. 115. The securities are carried at cost which approximates fair value and
any unrealized gains or losses, net of taxes, would be reported as a separate
component of shareholders' equity.

Revenue Recognition

The Company recognizes revenues from sales of remote access products upon
shipment. The Company grants its resellers limited rights to exchange products
and price protection on unsold merchandise. The Company establishes an estimated
allowance for future product returns based on historical returns experience and
provides for appropriate price protection reserves at the time the related
revenue is recorded. To date, returns for exchange and amounts granted for price
protection have not been significant.


                                       F-7
<PAGE>   72
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition (continued)

The Company accounts for revenue related to the software portion of their
product in accordance with Statement of Position 91-1, Software Revenue
Recognition. Postcontract customer support ("PCS") revenues generally are
recognized ratably over the term of the support period (generally one year). PCS
revenues to date have not been significant and are included in product revenues.
The unamortized portion of PCS is reported as deferred revenue.

The Company records royalty revenue at the time the amount is determinable and
collection is certain.

Inventories

Inventories are valued using standard costs, which approximate the lower of cost
or market using the first-in, first-out method.

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets, generally
three to five years. Leasehold improvements are amortized using the
straight-line method over the estimated useful life of the assets or related
lease term, whichever is shorter.

The Company adopted the provisions of SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets To Be Disposed Of, on
September 1, 1996. SFAS No. 121 requires that long-lived assets and certain
identified intangibles be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceed the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell. Adoption of this statement did not have a material impact on the Company's
financial position, results of operations, or liquidity.


                                       F-8
<PAGE>   73
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Research and Development Costs

Research and development expenditures are generally charged to operations as
incurred. SFAS No. 86, Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed, governs accounting for software development costs.
This statement provides for the capitalization of certain software development
costs once technological feasibility is established. The cost capitalized is
then amortized on a straight-line basis over the estimated product life, or
using the ratio of current revenue to total projected product revenues,
whichever is greater. To date, software development costs incurred subsequent to
the establishment of technological feasibility have not been material. Included
in research and development expense in fiscal 1996 is approximately $632,000
principally related to modem technology acquired in exchange for 18,000 shares
of common stock and $443,000 cash.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of cash and cash equivalents and trade
receivables. Cash and cash equivalents consist of deposits with a major U.S.
commercial bank. The Company sells its products primarily to Internet Service
Providers through resellers. To reduce its credit risk, the Company performs
ongoing credit evaluations of its customers and maintains an allowance for
doubtful accounts to cover any credit losses.

Fair Value of Financial Instruments

The carrying amounts of cash, cash equivalents, short-term investments, accounts
receivable, accounts payable, and accrued liabilities approximate fair values
due to the short maturity of the instruments.

Product Related Costs

Product related costs consist of warranty costs, modem technology license fees,
and costs related to the Company's 56K Modem Swap Program. This program allows
customers to upgrade to 56K modem technology as it becomes available at no
charge to them. The Company provides for all of the above costs at the time
revenue is recognized.


                                       F-9
<PAGE>   74
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. SFAS No. 109 prescribes an asset and liability
approach that results in the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been recognized in
the Company's consolidated financial statements or tax returns. In estimating
future tax consequences, SFAS No. 109 generally considers all expected future
events other than enactment of changes in tax laws or rates.

Per Share Information

Net income per share is computed using the weighted average number of common
shares and common share equivalents outstanding during the periods presented.
Common share equivalents result from the dilutive effect of outstanding options
to purchase common stock using the treasury stock method.

The Financial Accounting Standards Board recently issued SFAS No. 128, Earnings
Per Share, which requires the presentation of basic earnings per share (EPS)
and, for companies with potentially dilutive securities, such as convertible
debt, options, and warrants, diluted EPS. SFAS No. 128 is effective for annual
and interim periods ending after December 31, 1997. The Company expects that
basic EPS will be higher than primary EPS as presented in the accompanying
consolidated financial statements and that diluted EPS will not differ
materially from fully diluted EPS.

Stock Option Plans

The Company accounts for its stock-based compensation arrangements in accordance
with the provisions of Accounting Principles Board (APB) Opinion 25, Accounting
for Stock Issued to Employees, and related interpretations. As such,
compensation expense would be recorded on the date of grant only if the fair
value of the underlying stock exceeded the exercise price. On September 1, 1996,
the Company adopted the disclosure provisions of SFAS No. 123, Accounting for
Stock-Based Compensation, which requires entities to provide pro forma net
income and pro forma earnings per share disclosures for employee stock option
grants made in fiscal year 1995 and future years as if the fair value-based
method defined in SFAS No. 123 had been applied.


                                      F-10
<PAGE>   75
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
Reporting Comprehensive Income, which is effective for the Company's fiscal 1998
financial statements. This statement establishes standards for reporting and
displaying comprehensive income and its components in the financial statements.
It requires that comprehensive income, as defined, be classified by its nature
(e.g.: unrealized gains and losses on securities) in a financial statement, but
does not require a specific format for that statement. The Company is in the
process of determining its preferred format. The accumulated balance of other
comprehensive income is to be displayed separately in the equity section of the
balance sheet. Reclassification of financial statements for earlier periods
provided for comparative purposes is required.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
Disclosures About Segments of an Enterprise and Related Information, which is
effective for fiscal years beginning after December 15, 1997. This statement
provides specific segment disclosure requirements for annual and interim
financial statements using management's appraisal to identify segments and to
measure data disclosed. The Company is in the process of evaluating the
disclosure requirements. Financial statement disclosures for prior periods are
required to be restated.

Reclassifications

Certain amounts in the accompanying 1995 and 1996 consolidated financial
statements have been reclassified to conform with the 1997 consolidated
financial statement presentation.


                                      F-11
<PAGE>   76
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.  BALANCE SHEET COMPONENTS

Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                         AS OF AUGUST 31,
                      --------------------
                       1996         1997
                      ------       ------
<S>                   <C>          <C>
Raw materials         $5,215       $3,122
Work in process          439        1,221
Finished goods         1,996        1,342
                      ------       ------
                      $7,650       $5,685
                      ======       ======
</TABLE>

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                             AS OF AUGUST 31,
                                         ------------------------
                                          1996              1997
                                         ------            ------
<S>                                      <C>               <C>
Equipment                                $1,026            $2,086
Furniture and fixtures                       91               672
Leasehold improvements                      177               452
                                         ------            ------

                                          1,294             3,210
Less accumulated depreciation
and amortization                            354               759
                                         ------            ------
                                         $  940            $2,451
                                         ======            ======
</TABLE>

Accrued liabilities consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                        AS OF AUGUST 31,
                                                   ------------------------
                                                     1996              1997
                                                   ------            ------
<S>                                                <C>               <C>
Compensation and related benefits                  $  825            $2,046
Warranty costs                                         85               400
Modem swap program                                     --             2,586
Modem license fees                                     --               600
Other                                                 630             1,037
                                                   ------            ------
                                                   $1,540            $6,669
                                                   ======            ======
</TABLE>

3.  RELATED PARTY TRANSACTIONS

The Directors of the Company periodically made cash advances to the Company to
fund operations. Outstanding amounts due the Directors aggregated $238,000 as of
August 31, 1995, which included interest of $34,000 at the rate of 9% per annum.
In October 1995, all outstanding principal balances and accrued interest were
repaid to the Directors.


                                      F-12
<PAGE>   77
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.  INCOME TAXES

The components of income tax expense are as follows (in thousands):

<TABLE>
<CAPTION>
                                     YEAR ENDED AUGUST 31,
                      -------------------------------------------------
                        1995                 1996                 1997
                      -------             --------             --------
<S>                   <C>                 <C>                  <C>
Current:
   Federal            $ 2,444             $  5,838             $  8,629
   State                  742                1,708                2,244
                      -------             --------             --------
                        3,186                7,546               10,873
                      -------             --------             --------
Deferred:
   Federal                (68)              (1,453)              (3,035)
   State                  (23)                (266)                (988)
                      -------             --------             --------
                          (91)              (1,719)              (4,023)
                      -------             --------             --------
                      $ 3,095             $  5,827             $  6,850
                      =======             ========             ========
</TABLE>

The tax effects of temporary differences that give rise to significant portions
of deferred tax assets and liabilities are presented below (in thousands):

<TABLE>
<CAPTION>
                                                   AS OF AUGUST 31,
                                             ---------------------------
                                               1996                1997
                                             -------             -------
<S>                                          <C>                 <C>
Deferred tax assets:
   Accruals and reserves                     $ 1,279             $ 4,809
   Costs capitalized in inventory                 27                  28
   Deferred revenue                              650               1,491
                                             -------             -------
                                               1,956               6,328
Less valuation allowance                          --                  --
                                             -------             -------
Net deferred asset                             1,956               6,328
                                             -------             -------
Deferred tax liability:
   Deferred state taxes                          (98)               (447)
                                             -------             -------
Net deferred asset                           $ 1,858             $ 5,881
                                             =======             =======
</TABLE>


                                      F-13
<PAGE>   78
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.  INCOME TAXES (CONTINUED)

The differences between the "expected" income tax expense computed at the
federal statutory rate of 35% and the Company's actual income tax expense are as
follows (in thousands):

<TABLE>
<CAPTION>
                                                                AS OF AUGUST 31,
                                                -----------------------------------------------
                                                  1995                1996                1997
                                                -------             -------             -------
<S>                                             <C>                 <C>                 <C>
Income tax at statutory rate                    $ 2,800             $ 5,135             $ 6,748
State tax, net of federal benefit                   474                 951                 816
Research and development tax credits                (30)                 --                (200)
Foreign Sales Corporation benefit                    --                 (92)               (560)
Other                                              (149)               (167)                 46
                                                -------             -------             -------
                                                $ 3,095             $ 5,827             $ 6,850
                                                =======             =======             =======
</TABLE>

Management believes that it is more likely than not, based on historical
operating results, that the Company will generate sufficient future taxable
income to realize the net deferred tax assets.


5.  SHAREHOLDERS' EQUITY

In March 1996, the Company restated its Articles of Incorporation canceling its
authorized Preferred Stock and the shareholders approved a three for one stock
split. Common share and per share data in these consolidated financial
statements have been retroactively adjusted to reflect the stock split.

At August 31,1997, the Company has one stock-based compensation plan, which is
described below. The Company applied APB Opinion No. 25 and related
interpretations in accounting for its plan. Accordingly, no compensation expense
has been recognized for its plans, except with respect to options granted in
1997, where the Company recorded deferred compensation expense of $1,301,000 for
the difference between the option grant price and the deemed fair value of the
Company's common stock at the date of grant. The amount is being amortized over
the vesting period of the individual options, generally a 60 month period. Had
compensation expense for the Company's stock-based compensation plans been
determined consistent with SFAS No. 123, the Company's net income and earnings
per share would have been reduced to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                             1996       1997
                                           ---------  --------
<S>            <C>                         <C>        <C>
Net income     As reported                  $8,845     $12,431
               Proforma                     $8,765     $12,205

Earnings per   As reported                  $ 0.64     $  0.87
  Share        Proforma                     $ 0.63     $  0.85        
       
</TABLE>


                                      F-14
<PAGE>   79
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.  SHAREHOLDERS' EQUITY (CONTINUED)

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions:

<TABLE>
<CAPTION>
                                         1996                1997
                                        -------             -------
<S>                                     <C>                 <C>
Dividend yield                                0%                  0%
Expected volatility                          63%                 63%
Risk-free interest rate                    5.57%               6.12%
Expected option life (years)                3.5                 3.5
</TABLE>

The Company has reserved 4,000,000 shares of common stock for issuance under the
1994 Stock Option Plan (the 1994 Plan). The 1994 Plan provides for incentive and
non-statutory stock options to be granted to employees (including officers),
directors, consultants, and other independent contractors.

The 1994 Plan provides that stock options are granted at prices of not less than
85% of the fair market value of the common stock at the time of grant, except
that stock options granted to any employee who owns stock representing more than
10% of total combined voting power of all classes of the Company's capital stock
must have an exercise price of not less than 110% of fair market value. Shares
available for purchase on the exercise of options generally vest at a rate of
20% in the first year and thereafter at a rate of 1/48 per each month the
optionee is employed or acts as a consultant of the Company. Options expire ten
years from the date of grant.


                                      F-15
<PAGE>   80
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.  SHAREHOLDERS' EQUITY (CONTINUED)

A summary of stock option activity under the 1994 Plan follows:

<TABLE>
<CAPTION>
                                                                                                  WEIGHTED
                                                              WEIGHTED        VESTED OPTION      AVERAGE VALUE
                                            NUMBER OF          AVERAGE        EXERCISABLE AT      OF OPTIONS
                                             SHARES         EXERCISE PRICE       YEAR END       GRANTED DURING
                                                                                                   THE YEAR
                                           -----------------------------------------------------------------
<S>                                        <C>                     <C>             <C>                <C>
Balances as of August 31, 1994                    --             $

   Options granted                         1,043,250               0.04
   Options forfeited                        (132,000)              0.03
                                           ---------

Balances as of August 31, 1995               911,250               0.04                 --               N/A

   Options granted                         1,668,250               2.56
   Options exercised                         (52,200)              0.04
   Options forfeited                        (301,500)              0.16
                                           ---------

Balances as of August 31, 1996             2,225,800               1.91            219,010            $ 1.29

   Options granted                           739,000              11.68
   Options exercised                        (171,995)              2.81
   Options forfeited                        (183,568)              8.70
                                           ---------
Balances as of August 31, 1997             2,609,237             $ 4.14            769,691            $ 1.49
                                           =========             ======
</TABLE>

A summary of stock options outstanding at August 31, 1997 under the 1994 Plan
follows:


<TABLE>
<CAPTION>
                             Options outstanding
                    -------------------------------------                 
                                     Weighted average               Vested
                                -------------------------    Options exercisable
                                  Remaining                 ----------------------
    Range of                     contractual    Exercise                 Exercise
 exercise prices      Number        life         price        Number      price
- -----------------   ----------  -------------  ----------   ----------  ----------
<S>                  <C>        <C>            <C>          <C>         <C>
  $0.03 to $0.25     1,379,277           7.96       $0.16      578,750      $ 0.15
     $ 1.67            327,860           8.50       $1.67       99,071      $ 1.67
     $ 3.20              9,000           8.57       $3.20        3,412      $ 3.20
     $ 6.90             51,300           8.67       $6.90       13,390      $ 6.90
     $10.50            725,200           9.21      $10.50       74,318      $10.50
     $17.50            116,600           9.72      $17.50          750      $17.50
                     ---------                                 -------

 $0.03 to $17.50     2,609,237           8.47      $ 4.14      769,691      $ 1.49
                     =========                                 =======
</TABLE>


                                      F-16
<PAGE>   81
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.  SHAREHOLDERS' EQUITY (CONTINUED)

During September 1997, the Company's Board of Directors granted approximately
275,000 options with an exercise price of $17.50 to employees of the Company.

6.  REVENUE

The Company distributes its products primarily through value added resellers.
Export sales, identified by region, are summarized below:

<TABLE>
<CAPTION>

                              YEAR ENDED AUGUST 31,
                       ----------------------------------
                       1995           1996           1997
                       ----           ----           ----
<S>                    <C>           <C>            <C>
Asia Pacific              5%            18%            20%
Europe                    7%             7%            15%
Canada                    3%             3%             5%
Latin America             2%             2%             2%
                         --             --             --
                         17%            30%            42%
                         ==             ==             ==
</TABLE>

Significant resellers are summarized below:

<TABLE>
<CAPTION>
                           YEAR ENDED AUGUST 31,
                   ----------------------------------     RECEIVABLE BALANCE
                   1995           1996           1997     AT AUGUST 31, 1997
                   ----           ----           ----     ------------------
<S>                <C>            <C>             <C>            <C>
Customer A            30%            27%             1%             0%
Customer B            18%             6%             2%             0%
Customer C            11%            13%            18%            13%
</TABLE>

7.  COMMITMENTS

The Company leases its facilities under non-cancelable operating leases expiring
at various dates through 2004. Future minimum lease payments under operating
leases with initial remaining non-cancelable terms of one or more years are as
follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING AUGUST 31,

<S>                            <C>
1998                             $  986
1999                              1,319
2000                              1,305
2001                              1,271
2002                              1,271
Thereafter                        1,698
                                 ------
Total minimum lease payments     $7,850
                                 ======
</TABLE>


                                      F-17
<PAGE>   82
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.  COMMITMENTS (CONTINUED)

Rent expense was $156,000, $566,000, and $816,000 for the years ended August 31,
1995, 1996, and 1997, respectively.

The Company and one of its directors entered into a Deferred Compensation Plan
dated May 2, 1996, as amended (the "Compensation Plan"). Under the terms of the
Compensation Plan, the director is entitled to receive an aggregate annual
amount of $110,000 in recognition of past services rendered to the Company. The
Compensation Plan will terminate upon the earlier of (i) January 1, 2005, (ii)
the termination of the lock-up period in connection with the closing of an
initial public offering of the Company's Common Stock, or (iii) the closing of a
merger or sale of the Company.

8.  BANK LINE OF CREDIT

In May 1996, the Company obtained an unsecured, $5 million bank line of credit
which bears interest at the bank's prime interest rate (8.5% at August 31,
1997). The line of credit expires March 1, 1998. Covenants under the line of
credit require the Company to maintain certain minimum levels of profitability,
net worth, and financial ratios, and restrict dividends and stock repurchases.
There have been no borrowings under the line of credit agreement.

9.  RETIREMENT SAVINGS PLAN

The Company sponsors a 401(k) defined contribution plan that covers all
employees who have completed at least three months of service. This plan allows
for employees to defer up to 15% of their pretax salary in certain investments
at the discretion of the employees. The Company has the option to make
discretionary employer contributions, however, no such contributions have been
made since inception of the plan.

10.  CONTINGENCIES

On June 5, 1997, a complaint was filed against the Company by the Company's
largest distributor in fiscal 1996. The Company terminated its relationship with
this distributor in November 1996. The complaint alleges contract and tort
claims arising out of the Company's termination of the distributor. The
complaint seeks injunctive and declaratory relief as well as unspecified damages
for alleged lost profits, other compensatory damages and punitive and treble
damages. The Company denies the allegations and intends to defend its position.
Nevertheless, litigation is subject to inherent uncertainties and thus there can
be no assurance that this suit will be resolved favorably to the Company.

On September 23, 1997, the Company filed a claim against a competitor requesting
declaratory and injunctive relief with respect to a patent owned by the
competitor. The competitor has not filed an answer to the complaint. On October
2, 1997, this same competitor filed a complaint against the Company claiming
that the Company is infringing the same patent. The Company has not filed answer
to the complaint. The Company believes that the patent may be invalid, however,


                                      F-18
<PAGE>   83
                  LIVINGSTON ENTERPRISES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.  CONTINGENCIES (CONTINUED)

there can be no assurance that the Company will prevail in its suit or that it
will be successful in defending the patent infringement suit. Furthermore, there
can be no assurance that this competitor, or other third parties, will not
assert additional patent claims in the future with respect to the Company's
products.

On September 29, 1997, the Company filed a claim against the same competitor for
copyright infringement, misappropriation of trade secrets, breach of written
contract, and unfair competition. These claims arise from a settlement agreement
entered into between the Company and the competitor during December 1996, with
respect to an OEM Software License and Development Agreement between the parties
dated September 1, 1994. The Company believes that the competitor has violated
the terms of the settlement agreement and is seeking to enforce its rights under
such agreement. The competitor has not filed an answer to the complaint.

11.  SUBSEQUENT EVENTS

On October 2, 1997, the Company's Board of Directors granted to employees
approximately 620,000 options with an exercise price of $17.50 to employees of
the Company. Of these options, 583,000 have a vesting period of three years from
the date of grant.

On October 13, 1997, the Company's Board of Directors granted approximately
20,000 options with an exercise price of $42.42 to employees and consultants to
the Company.

On October 14, 1997, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Lucent Technologies Inc., a Delaware corporation
("Lucent"), and its wholly-owned subsidiary, LaSalle Acquisition, Inc., a
Delaware corporation ("Purchaser"), that provides for the conversion of each
issued and outstanding share into 0.482 shares of validly issued, fully paid and
non-assessable shares of Lucent Common Stock. Upon the completion of the merger,
Lucent will assume the obligations of the Company under the 1994 Plan and the
options will be adjusted to reflect the exchange of each outstanding option to
purchase the Company's Common Stock into an option to purchase 0.482 share of
Lucent Common Stock. The Board of Directors of the Company has unanimously
approved the Merger Agreement and the transactions contemplated thereby.

                                      F-19
<PAGE>   84
                                                                      APPENDIX A


                          AGREEMENT AND PLAN OF MERGER



                                       A-1
<PAGE>   85
 
                                                                      APPENDIX A
 
                          AGREEMENT AND PLAN OF MERGER
 
                                  BY AND AMONG
 
                            LUCENT TECHNOLOGIES INC.
                           LASALLE ACQUISITION, INC.
                                      AND
                          LIVINGSTON ENTERPRISES, INC.
 
                            ------------------------
                          DATED AS OF OCTOBER 14, 1997
                            ------------------------
<PAGE>   86
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
  <S>  <C>   <C>                                                                           <C>
  AGREEMENT AND PLAN OF MERGER............................................................   1
  BACKGROUND..............................................................................   1
   1.  The Merger.........................................................................   2
       1.1   General......................................................................   2
       1.2   Articles of Incorporation....................................................   2
       1.3   By-Laws......................................................................   2
       1.4   Directors and Officers.......................................................   2
       1.5   Conversion of Securities.....................................................   3
       1.6   Adjustment of the Exchange Ratio.............................................   3
       1.7   Dissenting Shares............................................................   3
       1.8   Exchange Procedures; Distributions with Respect to Unexchanged Shares; Stock    4
             Transfer Books...............................................................
       1.9   No Fractional Shares.........................................................   6
       1.10  Return of Exchange Fund......................................................   6
       1.11  No Further Ownership Rights in Company Common Stock..........................   6
       1.12  Further Assurances...........................................................   6
   2.  Approval by Shareholders...........................................................   7
       2.1   Approval by Shareholders.....................................................   7
   3.  Representations and Warranties of the Company......................................   7
       3.1   Organization.................................................................   7
       3.2   Capitalization; Options and Other Rights.....................................   7
       3.3   Authority....................................................................   8
       3.4   Charter Documents............................................................   9
       3.5   Financial Statements.........................................................   9
       3.6   Absence of Undisclosed Liabilities...........................................   9
       3.7   Operations and Obligations...................................................   9
       3.8   Properties...................................................................  10
       3.9   Accounts Receivable; Inventory...............................................  10
       3.10  Contracts....................................................................  10
       3.11  Absence of Default...........................................................  11
       3.12  Litigation...................................................................  11
       3.13  Compliance with Law..........................................................  12
       3.14  Intellectual Property........................................................  12
       3.15  Tax Matters..................................................................  13
       3.16  Employee Benefit Plans.......................................................  14
       3.17  Executive Employees..........................................................  15
       3.18  Employees....................................................................  15
       3.19  Environmental Laws...........................................................  16
       3.20  Bank Accounts, Letters of Credit and Powers of Attorney......................  16
       3.21  Subsidiaries.................................................................  17
       3.22  Disclosure...................................................................  17
       3.23  Financial Projections........................................................  17
       3.24  Information in Registration Statement........................................  17
   4.  Representations and Warranties of Acquisition and Lucent...........................  18
       4.1   Organization.................................................................  18
       4.2   Authority....................................................................  18
</TABLE>
 
                                       iii
<PAGE>   87
 
<TABLE>
<CAPTION>
                                                                                           PAGE
                                                                                           ----
  <S>  <C>   <C>                                                                           <C>
       4.3   Capitalization...............................................................  19
       4.4   Litigation...................................................................  19
       4.5   SEC Filings; Lucent Financial Statements.....................................  20
       4.6   Operations and Obligations...................................................  20
   5.  Conduct Pending Closing; Agreements................................................  21
       5.1   Conduct of Business Pending Closing..........................................  21
       5.2   Prohibited Actions Pending Closing...........................................  21
       5.3   Access; Documents; Supplemental Information..................................  23
       5.4   No Solicitation..............................................................  24
       5.5   Registration; Filings; Other Actions.........................................  24
       5.6   Comfort Letters..............................................................  25
       5.7   Stock Exchange Listings......................................................  26
       5.8   Company Stock Options; Unvested Restricted Stock.............................  26
       5.9   Indemnification..............................................................  27
       5.10  Affiliates...................................................................  27
       5.11  Notification of Certain Matters..............................................  27
       5.12  Reorganization...............................................................  28
       5.13  Actions by the Parties.......................................................  28
   6.  Conditions Precedent...............................................................  28
       6.1   Conditions Precedent to Each Party's Obligation to Effect the Merger.........  28
       6.2   Conditions Precedent to Obligations of Acquisition and Lucent................  29
       6.3   Conditions Precedent to the Company's Obligations............................  30
   7.  Nonsurvival of Representations and Warranties......................................  31
       7.1   Representations and Warranties...............................................  31
   8.  Brokers' and Finders' Fees.........................................................  31
       8.1   Company......................................................................  31
       8.2   Acquisition and Lucent.......................................................  31
   9.  Expenses...........................................................................  32
  10.  Press Releases.....................................................................  32
  11.  Contents of Agreement; Parties in Interest; etc ...................................  32
  12.  Assignment and Binding Effect......................................................  32
  13.  Waiver.............................................................................  32
  14.  Termination........................................................................  32
  15.  Definitions........................................................................  33
  16.  Notices............................................................................  34
  17.  Amendment..........................................................................  35
  18.  Governing Law......................................................................  36
  19.  No Benefit to Others...............................................................  36
  20.  Severability.......................................................................  36
  21.  Extensions.........................................................................  36
  22.  Section Headings...................................................................  36
  23.  Schedules and Exhibits.............................................................  36
  24.  Counterparts.......................................................................  36
  GLOSSARY OF DEFINED TERMS...............................................................   i
</TABLE>
 
                                       iv
<PAGE>   88
 
                                 AGREEMENT AND
                                 PLAN OF MERGER
 
     AGREEMENT AND PLAN OF MERGER dated as of October 14, 1997 by and among
LUCENT TECHNOLOGIES INC., a Delaware corporation ("Lucent"), LASALLE
ACQUISITION, INC., a California corporation ("Acquisition"), and LIVINGSTON
ENTERPRISES, INC., a California corporation (the "Company").
 
                                   BACKGROUND
 
     A. The Company is engaged principally in the design, development,
production, marketing, distribution, maintenance and support of remote access
products and centralized management software for network service providers.
 
     B. Acquisition is a wholly-owned subsidiary of Lucent and was formed to
merge with and into the Company so that, as a result of the merger, the Company
will survive and become a wholly-owned subsidiary of Lucent.
 
     C. The Board of Directors of each of Acquisition and the Company has
determined that the merger of Acquisition with and into the Company (hereinafter
referred to as the "Merger") in accordance with the laws of the State of
California and subject to the terms and conditions of this Agreement and Plan of
Merger (the "Agreement"), is in the best interests of Acquisition and the
Company and their respective shareholders.
 
     D. The Boards of Directors of Acquisition and the Company have approved
this Agreement by resolutions dated October 14, 1997 and October 13, 1997,
respectively.
 
     E. The Company is a California corporation with its principal executive
office located at 4464 Willow Road, Pleasanton, California and has authorized
30,000,000 shares of common stock, no par value per share ("Company Common
Stock").
 
     F. Acquisition is a California corporation with its principal executive
office located at 211 Mt. Airy Road, Basking Ridge, New Jersey, and has
authorized an aggregate of 1,000 shares of common stock, no par value per share
("Acquisition Common Stock").
 
     G. Lucent is a Delaware corporation with its registered office located at
1013 Centre Road, Wilmington, Delaware.
 
     H. The parties intend that, for federal income tax purposes, the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Code and that this Agreement shall constitute a "Plan of Reorganization".
 
     NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound do hereby agree
as follows:
 
     1.  The Merger
 
        1.1  General.
 
             (a) Subject to the terms and conditions of this Agreement and in
        accordance with the applicable provisions of the laws of the State of
        California on the Effective Time, (i) Acquisition will be merged with
        and into the Company, (ii) the separate corporate existence of
        Acquisition shall cease and (iii) the Company shall be the surviving
        corporation (the "Surviving Corporation") and shall continue its
        corporate existence under the laws of the State of California.
 
             (b) The Merger shall become effective at the time of filing of an
        Agreement of Merger, in a form reasonably acceptable to Lucent and the
        Company (the "Agreement of Merger"), with the Secretary of State of the
        State of California in accordance with the provisions of the California
<PAGE>   89
 
        Corporations Code (the "California Code"), at such later time as may be
        stated in the Agreement of Merger or such later date as the parties may
        mutually agree. Subject to the terms and conditions of this Agreement,
        the Company and Acquisition shall duly execute and file the Agreement of
        Merger with the Secretary of State of the State of California as soon as
        practicable after the satisfaction of the conditions to the Merger set
        forth herein. The closing of the transactions contemplated by the
        Agreement (the "Closing") shall take place at the offices of Lucent in
        Murray Hill, New Jersey, at 10:00 A.M. two business days after the date
        on which the last of the conditions set forth in Section 6 shall have
        been satisfied or waived, or on such other date, time and place as the
        parties may mutually agree (the "Closing Date").
 
             (c) At the Effective Time, the effect of the Merger shall be as
        provided in the applicable provisions of the laws of the State of
        California. Without limiting the generality of the foregoing, and
        subject thereto, at the Effective Time, all the property, rights,
        privileges, powers and franchises of the Company and Acquisition shall
        vest in the Surviving Corporation, and all debts, liabilities,
        obligations, restrictions, disabilities and duties of the Company and
        Acquisition shall become the debts, liabilities, obligations,
        restrictions, disabilities and duties of the Surviving Corporation.
 
          1.2  Articles of Incorporation.  The Articles of Incorporation of
     Acquisition, as in effect immediately prior to the Effective Time, shall be
     the Articles of Incorporation of the Surviving Corporation until thereafter
     amended as provided therein and by law.
 
          1.3  By-Laws.  The By-laws of Acquisition, as in effect immediately
     prior to the Effective Time, shall be the By-laws of the Surviving
     Corporation until thereafter amended as provided therein and by law.
 
          1.4  Directors and Officers.  From and after the Effective Time, (a)
     the directors of Acquisition at the Effective Time shall be the initial
     directors of the Surviving Corporation, each to hold office in accordance
     with the Articles of Incorporation and By-laws of the Surviving
     Corporation, and (b) the officers of Acquisition at the Effective Time
     shall be the initial officers of the Surviving Corporation, in each case
     until their respective successors are duly elected or appointed and
     qualified.
 
          1.5  Conversion of Securities.  At the Effective Time, by virtue of
     the Merger and without any action on the part of Acquisition, the Company
     or the holders of any of the following securities:
 
             (a) Each issued and outstanding share of common stock of
        Acquisition shall be converted into one validly issued, fully paid and
        nonassessable share of Common Stock, no par value per share, of the
        Surviving Corporation;
 
             (b) Each share of Company Common Stock held in the treasury of the
        Company and each share of Company Common Stock owned by any Subsidiary
        of the Company, by Acquisition or Lucent, shall be canceled without any
        conversion thereof and no payment or distribution shall be made with
        respect thereto; and
 
             (c) Subject to the provisions of Sections 1.6 and 1.9, each share
        of Company Common Stock issued and outstanding immediately prior to the
        Effective Time (other than (i) shares canceled in accordance with
        Section 1.5(b) and (ii) Dissenting Shares) shall be converted into 0.482
        (such number as adjusted in accordance with Section 1.6 (the "Exchange
        Ratio") of a validly issued, fully paid and nonassessable share of
        Lucent Common Stock including the corresponding percentage right (the
        "Right") to purchase shares of junior preferred stock, par value $1.00
        per share, pursuant to the Rights Agreement dated as of April 4, 1996
        between Lucent and First Chicago Trust Company of New York, as Rights
        Agent. All references in this Agreement to Lucent Common Stock to be
        received in accordance with the Merger shall be deemed, from and after
        the Effective Time, to include the Rights. All such shares of Company
        Common Stock shall no longer be outstanding and shall automatically be
        canceled and retired, and each holder of a certificate representing any
        such shares shall cease to have any rights with respect thereto other
        than (i) the right to receive shares of Common Stock of Lucent to be
        issued in consideration therefor upon the surrender of such certificate,
        (ii) any dividends and other distributions in accordance with
 
                                        2
<PAGE>   90
 
        Section 1.8(c) and (iii) any cash, without interest, to be paid in lieu
        of any fractional share of Lucent Common Stock in accordance with
        Section 1.9.
 
          1.6  Adjustment of the Exchange Ratio.  In the event that, prior to
     the Effective Date, any stock split, combination, reclassification or stock
     dividend with respect to the Lucent Common Stock, any change or conversion
     of Lucent Common Stock into other securities or any other dividend or
     distribution with respect to the Lucent Common Stock (other than regular
     quarterly dividends) should occur or, if a record date with respect to any
     of the foregoing should occur, appropriate and proportionate adjustments
     shall be made to the Exchange Ratio, and thereafter all references to the
     Conversion Number shall be deemed to be to the Exchange Ratio as so
     adjusted.
 
          1.7  Dissenting Shares.  (a) Notwithstanding any provision of this
     Agreement to the contrary, shares of Company Common Stock that are
     outstanding immediately prior to the Effective Time and which are held by
     shareholders who shall not have voted in favor of the Merger or consented
     thereto in writing and who shall have demanded properly in writing
     appraisal for such shares in accordance with the California Code
     (collectively, the "Dissenting Shares") shall not be converted into or
     represent the right to receive the consideration set forth in Section
     1.5(c). Such shareholders shall be entitled to receive such consideration
     as is determined to be due with respect to such Dissenting Shares in
     accordance with the provisions of the California Code, except that all
     Dissenting Shares held by shareholders who shall have failed to perfect or
     who effectively shall have withdrawn or lost their rights to appraisal of
     such shares under the California Code shall thereupon be deemed to have
     been converted into and to have become exchangeable for, as of the
     Effective Time, the right to receive the shares of Lucent Common Stock
     specified in Section 1.5(c), without any interest thereon, upon surrender,
     in the manner provided in Section 1.8, of the certificate or certificates
     that formerly evidenced such shares.
 
          (b) The Company shall give Lucent (i) prompt notice of any demands for
     appraisal received by the Company, withdrawals of such demands, and any
     other instruments served pursuant to the California Code and received by
     the Company and (ii) the opportunity to direct all negotiations and
     proceedings with respect to demands for appraisal under the California
     Code. The Company shall not, except with the prior written consent of
     Lucent, make any payment with respect to any demands for appraisal or offer
     to settle or settle any such demands.
 
          1.8  Exchange Procedures; Distributions with Respect to Unexchanged
     Shares; Stock Transfer Books.  (a) As of the Effective Time, Lucent shall
     deposit with the Exchange Agent for the benefit of the holders of shares of
     Company Common Stock, certificates representing shares of the Lucent Common
     Stock to be issued pursuant to Section 1.5(c) in exchange for the shares of
     Company Common Stock. Such shares of Lucent Common Stock, together with any
     dividends or distributions with respect thereto pursuant to Sections 8(c)
     and 1.9, are referred to herein as the "Exchange Fund").
 
          (b) As soon as practicable after the Effective Time, Lucent shall use
     its reasonable efforts to cause the Exchange Agent to send to each Person
     who was, at the Effective Time, a holder of record of certificates which
     represented outstanding Company Common Stock (the "Certificates") which
     shares were converted into the right to receive Lucent Common Stock
     pursuant to Section 1.5(c), a letter of transmittal which (i) shall specify
     that delivery shall be effected and risk of loss and title to such
     Certificates shall pass, only upon actual delivery thereof to the Exchange
     Agent and (ii) shall contain instructions for use in effecting the
     surrender of the Certificates. Upon surrender to the Exchange Agent of
     Certificates for cancellation, together with such letter of transmittal
     duly executed, such holder shall be entitled to receive in exchange
     therefor (A) a certificate representing the number of whole shares of
     Lucent Common Stock into which the Company Common Stock represented by the
     surrendered Certificate shall have been converted at the Effective Time,
     (B) cash in lieu of any fractional share of Lucent Common Stock in
     accordance with Section 1.9 and (C) certain dividends and distributions in
     accordance with Section 1.8(c), and the Certificates so surrendered shall
     then be canceled. Subject to Section 1.8(c) and Section 1.9, until
     surrendered as contemplated by this Section 1.8(b), each Certificate, from
     and after the Effective Time shall be deemed to represent only the right to
     receive, upon
 
                                        3
<PAGE>   91
 
     such surrender, the number of shares of Lucent Common Stock into which such
     Company Common Stock shall have been converted.
 
          (c) No dividends or other distribution declared or made after the
     Effective Time with respect to the Lucent Common Stock with a record date
     after the Effective Time shall be paid to any holder entitled by reason of
     the Merger to receive certificates representing Lucent Common Stock and no
     cash payment in lieu of a fractional share of Lucent Common Stock shall be
     paid to any such holder pursuant to Section 1.9 until such holder shall
     have surrendered its Certificates pursuant to this Section 1.8. Subject to
     applicable law, following surrender of any such Certificate, such holder
     shall be paid, in each case, without interest, (i) the amount of any
     dividends or other distributions theretofore paid with respect to the
     shares of Lucent Common Stock represented by the certificate received by
     such holder and having a record date on or after the Effective Time and a
     payment date prior to such surrender and (ii) at the appropriate payment
     date or as promptly as practicable thereafter, the amount of any dividends
     or other distributions payable with respect to such shares of Lucent Common
     Stock and having a record date on or after the Effective Time but prior to
     such surrender and a payment date on or after such surrender.
 
          (d) If any certificate representing shares of Lucent Common Stock or
     any cash is to be issued or paid to any Person other than the registered
     holder of the Certificate surrendered in exchange therefor, it shall be a
     condition to such exchange that such surrendered Certificate shall be
     properly endorsed and otherwise in proper form for transfer and such Person
     either (i) shall pay to the Exchange Agent any transfer or other taxes
     required as a result of the issuance of such certificates of Lucent Common
     Stock and the distribution of such cash payment to such Person or (ii)
     shall establish to the satisfaction of the Exchange Agent that such tax has
     been paid or is not applicable. Lucent or the Exchange Agent shall be
     entitled to deduct and withhold from the consideration otherwise payable
     pursuant to this Agreement to any holder of shares of Company Common Stock
     such amounts as Lucent or the Exchange Agent is required to deduct and
     withhold with respect to the making of such payment under the Code, or any
     provision of state, local or foreign tax law. To the extent that amounts
     are so withheld by Lucent or the Exchange Agent, such withheld amounts
     shall be treated for all purposes of this Agreement as having been paid to
     the holder of the shares of Company Common Stock in respect of which such
     deduction and withholding was made by Lucent or the Exchange Agent. All
     amounts in respect of taxes received or withheld by Lucent shall be
     disposed of by Lucent in accordance with the Code or such state, local or
     foreign tax law, as applicable.
 
          (e) If any Certificate shall have been lost, stolen or destroyed, upon
     the making of an affidavit of that fact by the Person claiming such
     Certificate to be lost, stolen or destroyed and subject to such other
     conditions as the Board of Directors of the Surviving Corporation may
     impose, the Surviving Corporation shall issue in exchange for such lost,
     stolen or destroyed Certificate the shares of Lucent Common Stock as
     determined under Section 1.5(c) and pay any cash, dividends and
     distributions as determined in accordance with Section 1.8(c) and Section
     1.9 in respect of such Certificate. When authorizing such issue of shares
     of Lucent Common Stock (and payment of any such cash, dividends and
     distribution) in exchange for such Certificate, the Board of Directors of
     the Surviving Corporation (or any authorized officer thereof) may, in its
     reasonable discretion and as a condition precedent to the issuance thereof,
     require the owner of such lost, stolen or destroyed Certificate to give the
     Surviving Corporation a bond in such sum as the Board of Directors may
     direct as indemnity against any claim that may be made against the
     Surviving Corporation with respect to the Certificate alleged to have been
     lost, stolen or destroyed.
 
          (f) At the close of business on the day on which the Effective Time
     occurs, the stock transfer books of the Company shall be closed and
     thereafter there shall be no further registration of transfers of shares of
     Company Common Stock on the records of the Company. From and after the
     Effective Time, the holders of shares of Company Common Stock outstanding
     immediately prior to the Effective Time shall cease to have any rights with
     respect to such shares except as otherwise provided herein or by applicable
     law.
 
          1.9  No Fractional Shares.  No certificates or scrip representing
     fractional shares of Lucent Common Stock shall be issued upon the surrender
     for exchange of Certificates and such a fractional
 
                                        4
<PAGE>   92
 
     share shall not entitle the record or beneficial owner thereof to vote or
     to any other rights as a stockholder of Lucent. In lieu of receiving any
     such fractional share, each holder of Company Common Stock who would
     otherwise have been entitled thereto upon the surrender of Certificates for
     exchange will receive cash (without interest) in an amount rounded to the
     nearest whole cent, determined by multiplying (i) the per share closing
     price on the New York Stock Exchange, Inc. (the "NYSE") of Lucent Common
     Stock (as reported in the NYSE Composite Transactions) on the date on which
     the Effective Time shall occur (or, if the Lucent Common Stock shall not
     trade on the NYSE on such date, the first day of trading in Lucent Common
     Stock on the NYSE thereafter) by (ii) the fractional share to which such
     holder would otherwise be entitled. Lucent shall make available to the
     Exchange Agent the cash necessary for this purpose.
 
          1.10  Return of Exchange Fund.  Any portion of the Exchange Fund which
     remains undistributed to the former holders of Company Common Stock for six
     months after the Effective Time shall be delivered to Lucent, upon its
     request, and any such former holders who have not theretofore surrendered
     to the Exchange Agent their Certificates in compliance herewith shall
     thereafter look only to Lucent for payment of their claim for shares of
     Lucent Common Stock, any cash in lieu of fractional shares of Lucent Common
     Stock and any dividends or distributions with respect to such shares of
     Lucent Common Stock. Neither Lucent nor the Company shall be liable to any
     former holder of Company Common Stock for any such shares of Lucent Common
     Stock held in the Exchange Fund (and any cash, dividends and distributions
     payable in respect thereof) which is delivered to a public official
     pursuant to an official request under any applicable abandoned property,
     escheat or similar law.
 
          1.11  No Further Ownership Rights in Company Common Stock.  All
     certificates representing shares of Lucent Common Stock delivered upon the
     surrender for exchange of any Company Certificate in accordance with the
     terms hereof (including any cash paid pursuant to Section 1.8 or 1.10)
     shall be deemed to have been delivered (and paid) in full satisfaction of
     all rights pertaining to the Company Common Stock previously represented by
     such Company Certificate.
 
          1.12  Further Assurances.  If at any time after the Effective Time,
     the Surviving Corporation shall consider or be advised that any deeds,
     bills of sale, assignments or assurances or any other acts or things are
     necessary, desirable or proper (a) to vest, perfect or confirm, of record
     or otherwise, in the Surviving Corporation, its right, title or interest
     in, to or under any of the rights, privileges, powers, franchises,
     properties or assets of either the Company or Acquisition or (b) otherwise
     to carry out the purposes of this Agreement, the Surviving Corporation and
     its proper officers and directors or their designees shall be authorized to
     execute and deliver, in the name and on behalf of either the Company or
     Acquisition, all such deeds, bills of sale, assignments and assurances and
     do, in the name and on behalf of the Company or Acquisition, all such other
     acts and things necessary, desirable or proper to vest, perfect or confirm
     its right, title or interest in, to or under any of the rights, privileges,
     powers, franchises, properties or assets of the Company or Acquisition, as
     applicable, and otherwise to carry out the purposes of this Agreement.
 
     2.  Approval by Shareholders;
 
          2.1  Approval by Shareholders.  Acquisition and the Company shall each
     call a meeting of its respective shareholders to be held as promptly as
     practicable after the date hereof for purposes of voting upon this
     Agreement. Each of the Company and Acquisition will, through their
     respective boards of directors, recommend to their respective shareholders
     approval of this Agreement. The Company, Acquisition and Lucent each agree
     to execute and deliver such further documents and instruments and to do
     such other acts and things as may be required to complete all requisite
     corporate action in connection with the transactions contemplated by this
     Agreement.
 
     3.  Representations and Warranties of the Company.  The Company represents
and warrants to Acquisition and Lucent as follows:
 
          3.1  Organization.  Each of the Company and its Subsidiaries is a
     corporation duly organized, validly existing and in good standing under the
     laws of the jurisdiction of its incorporation and has all requisite power
     and authority and all necessary governmental approval to carry on its
     business as it has
 
                                        5
<PAGE>   93
 
     been and is now being conducted. Each of the Company and its Subsidiaries
     is duly qualified or licensed as a foreign corporation to do business and
     is in good standing in each jurisdiction where the nature of its business
     or the ownership, leasing or operation of its properties makes such
     qualification or licensing necessary, except where the failure to be so
     qualified or licensed and in good standing, would not have a material
     adverse effect on the assets, business, financial condition, operations or
     prospects of the Company and its Subsidiaries (a "Material Adverse
     Effect").
 
          3.2  Capitalization; Options and Other Rights.  (a) The total
     authorized shares of capital stock of the Company consists solely of
     30,000,000 shares of Company Common Stock, of which 12,414,495 shares (the
     "Shares") are issued and outstanding. All the Shares have been duly and
     validly authorized and issued and are fully paid and nonassessable. None of
     the Shares have been issued in violation of the preemptive rights of any
     shareholder of the Company. The Shares were issued in compliance in all
     material respects with all applicable Federal and state securities laws and
     regulations.
 
          (b) Except as set forth in Schedule 3.2, there are no existing
     agreements, subscriptions, options, warrants, calls, commitments, trusts
     (voting or otherwise), or rights of any kind whatsoever between the Company
     and any Person, and, to the knowledge of the Company none of the foregoing
     exist granting any interest in or the right to purchase or otherwise
     acquire from the Company or granting to the Company any interest in or the
     right to purchase or otherwise acquire from any Person, at any time, or
     upon the occurrence of any stated event, any securities of the Company,
     whether or not presently issued or outstanding, nor are there any
     outstanding securities of the Company or any for other entity which are
     convertible into or exchangeable for other securities of the Company, nor
     are there any agreements, subscriptions, options, warrants, calls,
     commitments or rights of any kind granting to any Person any interest in or
     the right to purchase or otherwise acquire from the Company or, to the
     Company's knowledge, any other Person any securities so convertible or
     exchangeable, nor, to the Company's knowledge, are there any proxies,
     agreements or understandings with respect to the voting of the Shares.
 
          3.3  Authority.  (a) The Company has full power and authority to
     execute, deliver and perform this Agreement. The execution, delivery and
     performance of this Agreement by the Company has been duly authorized and
     approved by the Company's Board of Directors and, except for (i) the
     pre-merger notification requirements of the Hart-Scott-Rodino Antitrust
     Improvements Act of 1976, as amended, and the rules and regulations
     thereunder ("HSR Act"); (ii) the approval of this Agreement by the
     shareholders of the Company in accordance with Section 6.2; and (iii) the
     filing of appropriate merger documents as required by the California Code,
     no other corporate proceedings on the part of the Company are necessary to
     authorize this Agreement and the transactions contemplated hereby. This
     Agreement has been duly authorized, executed and delivered by the Company
     and is the legal, valid and binding obligation of the Company enforceable
     in accordance with its terms, except as enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting the enforcement of creditors rights generally and by the
     effect of general principles of equity (regardless of whether enforcement
     is considered in a proceeding in equity or at law).
 
          (b) The execution, delivery, performance by the Company of this
     Agreement and the consummation of the Merger do not, and will not, (i)
     violate or conflict with any provision of the Articles of Incorporation or
     By-laws of the Company or any of its Subsidiaries, (ii) violate any law,
     rule, regulation, order, writ, injunction, judgement or decree of any
     court, governmental authority or regulatory agency, except for violations
     which, individually or in the aggregate, will not have a Material Adverse
     Effect, or (iii) result in a violation or breach of, or constitute (with or
     without due notice or lapse of time or both) a default (or give rise to any
     right of termination, cancellation or acceleration) under, any note, bond,
     indenture, lien, mortgage, lease, permit, guaranty or other agreement,
     instrument or obligation to which the Company or any of its Subsidiaries is
     a party or by which any of its properties may be bound, except (A) as set
     forth on Schedule 3.13 and (B) for violations, breaches or defaults which,
     individually or in the aggregate, will not have a Material Adverse Effect.
 
          (c) The execution and delivery of this Agreement by the Company do not
     and the performance by the Company of this Agreement will not, require any
     consent, approval, authorization or permission of, or
 
                                        6
<PAGE>   94
 
     filing with or notification to, any governmental or regulatory authority,
     domestic or foreign, or any other Person except (i) in connection with the
     requirements of the HSR Act; (ii) and the filing and recordation of
     appropriate merger documents as required by the California Code; and (iii)
     any such consent, approval, authorization, permission, notice or filing
     which if not obtained or made would not (A) have a Material Adverse Effect,
     (B) materially impair the ability of the Company to perform its obligations
     under this Agreement or (C) prevent or delay the consummation of the
     transactions contemplated under this Agreement.
 
          3.4  Charter Documents.  The Company has previously furnished to
     Lucent a true, complete and correct copy of the Articles of Incorporation
     and the By-laws of the Company and each of its Subsidiaries. The Articles
     of Incorporation and By-laws of the Company and each of its Subsidiaries
     are in full force and effect. Neither the Company nor any of its
     Subsidiaries is in violation of any provision of its Articles of
     Incorporation or By-laws.
 
          3.5  Financial Statements.  (a) The Company has previously furnished
     to Lucent true and complete copies of the following financial statements of
     the Company and its Subsidiaries (the "Financial Statements"):
 
             (i) audited consolidated balance sheets of the Company and, to the
        extent any of its Subsidiaries were then organized, such Subsidiaries as
        of May 31, 1997 (the "1997 Balance Sheet"), August 31, 1996, August 31,
        1995, and August 31, 1994, each certified by KPMG Peat Marwick LLP; and
 
             (ii) audited consolidated statements of operations, shareholders'
        equity and cash flows of the Company and, to the extent any of its
        Subsidiaries were then organized, such Subsidiaries for the nine-month
        period ending May 31, 1997 and for the fiscal years ended August 31,
        1996, August 31, 1995, August 31, 1994, each certified by KPMG Peat
        Marwick LLP.
 
          (b) The Financial Statements were prepared in accordance with GAAP
     applied on a basis consistent with that of preceding accounting periods
     (except as may be indicated herein or in the notes thereto). The Financial
     Statements were prepared on the basis of the books and records of the
     Company and, to the extent any of its Subsidiaries were then organized,
     such Subsidiaries and present fairly, in all material respects, the
     financial position of the Company and such Subsidiaries as of the dates
     thereof and the results of its operations and cash flow for each of the
     periods then ended in conformity with GAAP (applied as aforesaid).
 
          3.6  Absence of Undisclosed Liabilities.  Except as disclosed on
     Schedule 3.6 or in the notes to the Financial Statements, each of the
     Company and its Subsidiaries does not have any liability or obligation of
     any nature (whether absolute, accrued or contingent or otherwise) which is
     in excess of amounts shown or reserved therefor in the Financial Statements
     other than (a) liabilities or obligations not required under GAAP on a
     basis consistent with that of preceding accounting periods to be reported
     on such Financial Statements and (b) liabilities or obligations incurred
     after the date of the 1997 Balance Sheet reasonably incurred in the
     ordinary course of business.
 
          3.7  Operations and Obligations.  (a) Except as set forth in Schedule
     3.7, since August 31, 1997,
 
             (i) there has been no event or condition that has had or reasonably
        could be expected to have a Material Adverse Effect (other than as a
        direct result of the announcement of the transactions hereunder); and
 
             (ii) there has been no impairment, damage, destruction, loss or
        claim, whether or not covered by insurance, or condemnation or other
        taking adversely affecting in any respect any of the Company's material
        assets.
 
          (b) Except as set forth in Schedule 3.7, since August 31, 1997, each
     of the Company and its Subsidiaries has conducted its business only in the
     ordinary course.
 
                                        7
<PAGE>   95
 
          3.8  Properties.  (a) Each of the Company and its Subsidiaries has
     good and valid title to all its properties and assets reflected on the 1997
     Balance Sheet or acquired after the date thereof except for (i) properties
     and assets sold or otherwise disposed of in the ordinary course of business
     since the date of such Balance Sheet, (ii) leasehold interests, in which
     event the Company or such Subsidiary has a valid leasehold interest and
     (iii) properties and assets which individually or in the aggregate are not
     material.
 
          (b) The Company owns no real property.
 
          3.9  Accounts Receivable; Inventory.  (a) All accounts receivable of
     the Company and its Subsidiaries have arisen from bona fide transactions by
     the Company or such Subsidiary in the ordinary course of its business. To
     the Company's knowledge, all such accounts receivable reflected in the 1997
     Balance Sheet are good and collectible in the ordinary course of business
     at the aggregate recorded amounts thereof, net of any applicable allowance
     for doubtful accounts reflected in such Balance Sheet.
 
          (b) The inventories (and any reserves with respect thereto that have
     been established by the Company) of the Company and its Subsidiaries as of
     August 31, 1997 are described in Schedule 3.9. All such inventories (net of
     any such reserves) are of such quality as to be useable and saleable in the
     ordinary course of business (subject in the case of work-in-process
     inventory to completion in the ordinary course of business) and (i) are
     reflected in the 1997 Balance Sheet and (ii) are reflected in the books and
     records of the Company or such Subsidiary at the lower of cost (determined
     under the first-in, first-out method) or market value. The inventories of
     the Company and its Subsidiaries are located at the locations set forth in
     Schedule 3.9.
 
          3.10  Contracts.  Schedule 3.10 lists any of the following not
     otherwise listed on any other Schedule:
 
             (a) each written contract or commitment which creates an obligation
        on the part of the Company or any of its Subsidiaries in excess of
        $250,000;
 
             (b) each written debt instrument, including, without limitation,
        any loan agreement, line of credit, promissory note, security agreement
        or other evidence of indebtedness, where the Company or any of its
        Subsidiaries is a lender, borrower or guarantor, in a principal amount
        in excess of $250,000;
 
             (c) each written contract or commitment restricting the Company or
        any of its Subsidiaries from engaging in any line of business;
 
             (d) each written joint venture or partnership agreement to which
        the Company or any of its Subsidiaries is a party;
 
             (e) each material written distributorship, sales agency, sales
        representative, marketing or reseller agreement to which the Company or
        any of its Subsidiaries is a party;
 
             (f) each agreement, option or commitment or right with, or held by,
        any third party to acquire any assets or properties, or any interest
        therein, of the Company or any of its Subsidiaries, having a value in
        excess of $250,000, except for contracts for the sale of inventory,
        machinery or equipment in the ordinary course of business;
 
             (g) each written employment contract entered into by the Company or
        any of its Subsidiaries; and
 
             (h) each supply agreement that the Company could not readily
        replace without a Material Adverse Effect on the Company.
 
     Except as set forth on Schedule 3.10, (i) there are no oral contracts or
commitments of the types described in this Section 3.10 which create an
obligation on the part of the Company or any of its Subsidiaries in excess of
$250,000 and (ii) there are no contracts or commitments between the Company or
any of its Subsidiaries and any Affiliate.
 
                                        8
<PAGE>   96
 
          3.11  Absence of Default.  Except as set forth in Schedule 3.11, (a)
     the agreements listed or which should be listed on Schedules 3.10, 3.14 and
     3.17 are, and after giving effect to the Merger will be, valid, binding and
     in full force and effect; (b) the Company and its Subsidiaries are not and
     are not alleged in writing to be, and to the Company's knowledge, each
     other party to any such agreement is not, in default under any such
     agreement and (c) neither the Company nor any of its Subsidiaries is
     currently renegotiating any such agreement or paying liquidated damages in
     lieu thereof. The Company has previously delivered complete and correct
     copies of all such agreements (including all amendments) to Lucent.
 
          3.12  Litigation.  (a) Except as set forth in Schedule 3.12, as of the
     date hereof: (i) there are no actions, suits, arbitrations, legal or
     administrative proceedings pending or, to the knowledge of the Company and
     its Subsidiaries, threatened against the Company or any such Subsidiary;
     (ii) to the knowledge of the Company, it is not the subject of any pending
     or threatened investigation; and (iii) neither the Company nor any of its
     Subsidiaries nor the assets, properties or business of the Company or any
     such Subsidiary, is subject to any judgment, order, writ, injunction or
     decree of any court, governmental agency or arbitration tribunal. Except as
     set forth in Schedule 3.12, neither the Company nor any of its Subsidiaries
     is the plaintiff in any such proceeding nor is the Company or any of its
     Subsidiaries contemplating commencing legal action against any other
     Person.
 
          (b) Neither the Company nor any of its Subsidiaries is a party to any
     suit, action, arbitration or legal, administrative, governmental or other
     proceeding or, to the knowledge of the Company, the subject of any
     investigation pending or, to its knowledge, threatened, which reasonably
     could adversely affect or restrict the ability of the Company to consummate
     the transactions contemplated by this Agreement or to perform its
     obligations hereunder.
 
          (c) There is no judgment, order, writ, injunction or decree of any
     court, governmental agency or arbitration tribunal to which the Company or
     any of its Subsidiaries is subject which reasonably could adversely affect
     or restrict the ability of the Company to consummate the transactions
     contemplated by this Agreement or to perform its obligations hereunder.
 
          3.13  Compliance with Law.  Except as set forth in Schedule 3.13
     annexed hereto:
 
             (a) each of the Company and its Subsidiaries has complied in all
        respects with, and is not in violation of, in any respect, any law,
        ordinance or governmental rule or regulation (collectively, "Laws") to
        which it or its business is subject, other than instances of
        non-compliance and violations which, individually or in the aggregate,
        would not result in a Material Adverse Effect; and
 
             (b) each of the Company and its Subsidiaries has obtained all
        licenses, permits, certificates or other governmental authorizations
        (collectively "Authorizations") necessary for the ownership or use of
        its assets and properties or the conduct of its business other than
        Authorizations (i) which are ministerial in nature and which the Company
        or such Subsidiary has no reason to believe would not be issued in due
        course and (ii) which, the failure of the Company to possess, would not
        subject the Company and its Subsidiaries to penalties other than fines
        not to exceed $250,000 in the aggregate ("Immaterial Authorizations").
 
             (c) Neither the Company nor any of its Subsidiaries has received
        notice of violation of, and does not know of any material violation of,
        any Laws to which it or its business is subject or any Authorization
        necessary for the ownership or use of its assets and properties or the
        conduct of its business (other than Immaterial Authorizations).
 
          3.14  Intellectual Property. (a) The Company and its Subsidiaries own,
     or are validly licensed or otherwise have the right to use, all patents,
     patent rights, trademarks, trade secrets, trademark rights, trade names,
     trade name rights, service marks, service mark rights, copyrights and other
     proprietary intellectual property rights and computer programs which are
     material to the conduct of the business of the Company and its Subsidiaries
     (the "Intellectual Property Rights").
 
                                        9
<PAGE>   97
 
          (b) Other than as disclosed on Schedule 3.14(b), to the Company's
     knowledge, the Company and its Subsidiaries have not interfered with,
     infringed upon, misappropriated or otherwise come into conflict with any
     Intellectual Property Rights or other proprietary information of any other
     Person. Neither the Company nor any of its Subsidiaries has received any
     written charge, complaint, claim, demand or notice alleging any such
     interference, infringement, misappropriation or violation (including any
     claim that the Company or such Subsidiary must license or refrain from
     using any Intellectual Property Rights or other proprietary information of
     any other Person) which has not been settled or otherwise fully resolved.
     To the Company's knowledge, no other Person has interfered with, infringed
     upon, misappropriated or otherwise come into conflict with any Intellectual
     Property Rights or other proprietary information of the Company or any of
     its Subsidiaries.
 
          (c) To the Company's knowledge, except as disclosed on Schedule
     3.14(c), assuming that Lucent continues to operate the business of the
     Company and its Subsidiaries as presently conducted and proposed to be
     conducted by the Company and such Subsidiaries, Lucent will not interfere
     with, infringe upon, misappropriate or otherwise come into conflict with
     the Intellectual Property Rights or other proprietary information of any
     other Person.
 
          (d) Each employee, agent, consultant or contractor who has materially
     contributed to or participated in the creation or development of any
     copyrightable, patentable or trade secret material on behalf of the
     Company, any of its Subsidiaries or any predecessor in interest thereto
     either: (i) is a party to a "work-for-hire" agreement under which the
     Company or such Subsidiary is deemed to be the original owner/author of all
     property rights therein; or (ii) has executed an assignment or an agreement
     to assign in favor of the Company or such Subsidiary (or such predecessor
     in interest, as applicable) of all right, title and interest in such
     material.
 
          (e)For purposes of this Section 3.14, all references to knowledge of
     the Company shall mean the knowledge of the persons listed on Schedule
     3.14(e).
 
          3.15  Tax Matters.  (a) Except as set forth on Schedule 3.15, (i) the
     Company and each of its Subsidiaries has filed all Tax Returns required to
     be filed or has established adequate reserves therefor; (ii) all such Tax
     Returns are complete and accurate in all material respects and all Taxes
     shown to be due on such Tax Returns have been timely paid or the Company
     has established adequate reserves therefor; (iii) all Taxes (whether or not
     shown on any Tax Return) owed by the Company and each of its Subsidiaries
     have been timely paid or the Company has established adequate reserves
     therefor; (iv) neither the Company nor any of its Subsidiaries has waived
     or been requested to waive any statute of limitations in respect of Taxes;
     (v) the Tax Returns referred to in clause (i) have been examined by the
     Internal Revenue Service or the appropriate state, local or foreign taxing
     authority or the period for assessment of the Taxes in respect of which
     such Tax Returns were required to be filed has expired; (vi) there is no
     action, suit, investigation, audit, claim or assessment pending or proposed
     or threatened with respect to Taxes of the Company or any of its
     Subsidiaries; (vii) all deficiencies asserted or assessments made as a
     result of any examination of the Tax Returns referred to in clause (i) have
     been paid in full; Tax indemnity arrangements, if any, will terminate prior
     to Closing and the Surviving Corporation will not have any liability
     thereunder on or after Closing; (viii) there are no liens for Taxes upon
     the assets of the Company except liens relating to current Taxes not yet
     due; and (ix) all Taxes which the Company or any of its Subsidiaries is
     required by law to withhold or to collect for payment have been duly
     withheld and collected, and have been paid or accrued, reserved against and
     entered on the books of the Company or such Subsidiary in accordance with
     GAAP.
 
          (b) No consent to the application of Section 341(f)(2) of the Code has
     been filed with respect to any property or assets held or acquired or to be
     acquired by the Company or any of its Subsidiaries. Neither the Company nor
     any of its Subsidiaries shall make any election that could result in any
     adverse tax consequences to the Company or any of its Subsidiaries.
 
          (c) Each of the Company and its Subsidiaries (i) has not agreed to and
     is not required to make any adjustment pursuant to Section 481(a) of the
     Code; (ii) has no knowledge that the Internal Revenue Service ("IRS") has
     proposed any such adjustment or change in accounting method with respect to
     the
 
                                       10
<PAGE>   98
 
     Company or any of its Subsidiaries; and (iii) does not have any application
     pending with the IRS or any other tax authority requesting permission for
     any change in accounting method.
 
          (d) Except as set forth on Schedule 3.15, neither the Company nor any
     of its Subsidiaries owns an interest in any (i) domestic international
     sales corporation, (ii) foreign sales corporation, (iii) controlled foreign
     corporation, or (iv) passive foreign investment company.
 
          (e) Neither the Company nor any of its Subsidiaries is a party (other
     than as an investor) to any industrial development bond.
 
          3.16  Employee Benefit Plans.  (a) Schedule 3.16 contains a list and
     brief description of all "employee pension benefit plans" (as defined in
     Section 3(2) of the Employee Retirement Income Security Act of 1974, as
     amended ("ERISA")) (sometimes referred to as "Pension Plans"), "employee
     welfare benefit plans" (as defined in Section 3(1) of ERISA) (sometimes
     referred to as "Welfare Plans") and all other Benefit Plans (together with
     the Pension Plans and Welfare Plans, the "Plans") maintained, or
     contributed to, by the Company or any of its Subsidiaries or any Person
     that, together with the Company and its Subsidiaries, is treated as a
     single employer under Section 414(b), (c), (m) or (o) of the Code (the
     Company and each such other Person, a "Commonly Controlled Entity") for the
     benefit of any current or any former employees, officers or directors of
     the Company or any of its Subsidiaries. The Company has made available to
     Lucent true, complete and correct copies of (i) each Plan (or, in the case
     of any unwritten Benefit Plans, descriptions thereof), (ii) the most recent
     annual report on Form 5500 filed with the Internal Revenue Service with
     respect to each Plan (if any such report was required), (iii) the most
     recent summary plan description for each Plan for which such summary plan
     description is required, (iv) each trust agreement and group annuity
     contract relating to any Plan and (v) all correspondence with the IRS or
     the United States Department of Labor relating to any outstanding
     controversy or audit. Except as would not have a Material Adverse Effect on
     the Company, each Plan has been administered in accordance with its terms.
     Except as would not have a Material Adverse Effect on the Company, the
     Company, each of its Subsidiaries and all Plans are in compliance with
     applicable provisions of ERISA and the Code.
 
          (b) Except as would not have a Material Adverse Effect on the Company,
     all Pension Plans that are intended to be qualified under Section 401(a) of
     the Code have been the subject of determination, opinion, notification or
     advisory letters from the Internal Revenue Service to the effect that such
     Pension Plans are so qualified and are exempt from Federal income taxes
     under Section 501(a) of the Code, and no such determination letter has been
     revoked nor has any event occurred since the date of such Plan's most
     recent determination letter that would adversely affect its qualification
     or materially increase its costs.
 
          (c) Neither the Company, nor any of its Subsidiaries, nor any Commonly
     Controlled Entity has maintained, contributed to or been obligated to
     contribute to any Plan that is subject to Title IV of ERISA.
 
          (d) Neither the Company nor any of its Subsidiaries has any liability
     or obligation under any Welfare Plan to provide life insurance or medical
     benefits after termination of employment to any employee or dependent other
     than as required by Part 6 of Title I of ERISA.
 
          (e) Schedule 3.16 lists all outstanding Stock Options, showing for
     each such Option: (i) the number of shares issuable, (ii) the number of
     vested shares, (iii) the date of expiration and (iv) the exercise price.
 
          (f) Except as provided by this Agreement, no employee of the Company
     or any of its Subsidiaries will be entitled to any additional compensation
     or benefits or any acceleration of the time of payment or vesting of any
     compensation or benefits under any Plan as a result of the transactions
     contemplated by this Agreement.
 
          (g) The deduction of any amount payable pursuant to the terms of the
     Plans will not be subject to disallowance under Section 162 (m) of the
     Code.
 
                                       11
<PAGE>   99
 
          3.17  Executive Employees.  (a) Schedule 3.17 lists the names, titles
     and current annual salary rates of and bonuses paid or payable to all
     present officers and employees of each of the Company and its Subsidiaries
     whose 1996 annual base salary exceeds $75,000 ("Executive Employees").
 
          (b) Except as set forth in Schedules 3.16 or 3.17, neither the Company
     nor any of its Subsidiaries has any employment agreement with, or maintain
     any employee benefit plan (within the meaning of Section 3(3) of ERISA)
     with respect to, any of its Executive Employees. There are no agreements
     with respect to Executive Employees which are subject to Section 280G of
     the Code or which would obligate the Company or any of its Subsidiaries to
     make any payment or provide any benefit that could be subject to tax under
     Section 4999 of the Code.
 
          3.18  Employees.  (a) Except as set forth is Schedule 3.18, each of
     the Company and its Subsidiaries has complied in all material respects with
     all applicable laws, rules and regulations respecting employment and
     employment practices, terms and conditions of employment, wages and hours,
     and neither the Company nor any of its Subsidiaries is liable for any
     arrears of wages or any taxes or penalties for failure to comply with any
     such laws, rules or regulations; (b) the Company believes that each of the
     Company's and its Subsidiaries' relations with their respective employees
     is satisfactory; (c) there are no controversies pending or, to the
     knowledge of the Company, threatened between the Company or any of its
     Subsidiaries and any of its respective employees, which controversies have
     or could have a Material Adverse Effect; (d) neither the Company nor any of
     its Subsidiaries is a party to any collective bargaining agreement or other
     labor union contract applicable to persons employed by the Company or any
     of its Subsidiaries, nor, to the knowledge of the Company, are there any
     activities or proceedings of any labor union to organize any such
     employees; (e) there are no unfair labor practice complaints pending
     against the Company or any of its Subsidiaries before the National Labor
     Relations Board or any current union representation questions involving
     employees of the Company or any of its Subsidiaries; (f) there is no
     strike, slowdown, work stoppage or lockout existing, or, to the knowledge
     of the Company, threatened, by or with respect to any employees of the
     Company or any of its Subsidiaries; (g) no charges are pending before the
     Equal Employment Opportunity Commission or any state, local or foreign
     agency responsible for the prevention of unlawful employment practices with
     respect to the Company or any of its Subsidiaries; (h) there are no claims
     pending against the Company or any of its Subsidiaries before any workers'
     compensation board; and (i) neither the Company nor any of its Subsidiaries
     has received notice that any federal, state, local or foreign agency
     responsible for the enforcement of labor or employment laws intends to
     conduct an investigation of or relating to the Company or any of its
     Subsidiaries and, to the knowledge of the Company, no such investigation is
     in progress.
 
          3.19  Environmental Laws.  The Company has not received any notice or
     claim (and is not aware of any facts that would form a reasonable basis for
     any claim), or entered into any negotiations or agreements with any other
     Person, and, to the knowledge of the Company, the Company is not the
     subject of any investigation by any governmental or regulatory authority,
     domestic or foreign, relating to any material or potentially material
     liability or remedial action under any Environmental Laws. There are no
     pending or, to the knowledge of the Company, threatened, actions, suits or
     proceedings against the Company, its Subsidiaries or any of their
     respective properties, assets or operations asserting any such material
     liability or seeking any material remedial action in connection with any
     Environmental Laws.
 
          3.20  Bank Accounts, Letters of Credit and Powers of
     Attorney.  Schedule 3.20 lists (a) all bank accounts, lock boxes and safe
     deposit boxes relating to the business and operations of each of the
     Company and its Subsidiaries (including the name of the bank or other
     institution where such account or box is located and the name of each
     authorized signatory thereto), (b) all outstanding letters of credit issued
     by financial institutions for the account of the Company or any of its
     Subsidiaries (setting forth, in each case, the financial institution
     issuing such letter of credit, the maximum amount available under such
     letter of credit, the terms (including the expiration date) of such letter
     of credit and the party or parties in whose favor such letter of credit was
     issued), and (c) the name and address of each Person who has a power of
     attorney to act on behalf of the Company or any of its Subsidiaries. The
     Company has
 
                                       12
<PAGE>   100
 
     heretofore delivered to Lucent true, correct and complete copies of each
     letter of credit and each power of attorney described on Schedule 3.20.
 
          3.21  Subsidiaries.  (a) Schedule 3.21 sets forth (i) the name and
     jurisdiction of incorporation of each Subsidiary of the Company, (ii) the
     total number of shares of each class of capital stock of each Subsidiary
     authorized, the number of shares outstanding and the number of shares owned
     by the Company or any other Subsidiary of the Company and (iii) a complete
     list of the directors and officers of the Company and each Subsidiary. All
     the issued and outstanding capital stock in each Subsidiary have been duly
     and validly authorized and issued and are fully paid, non-assessable and
     free of pre-emptive rights. None of the outstanding capital stock in any
     Subsidiary has been issued in violation of the preemptive rights of any
     shareholder of such Subsidiary. The shares of each Subsidiary were issued
     in compliance in all material respects with all applicable Federal and
     state securities laws and regulations, and are owned free and clear of all
     Liens.
 
          (b) Except as set forth in Schedule 3.21, there are no existing
     agreements, subscriptions, options, warrants, calls, commitments, trusts
     (voting or otherwise), or rights of any kind whatsoever granting to any
     Person any interest in or the right to purchase or otherwise acquire from
     the Company or any Subsidiary, at any time, or upon the occurrence of any
     stated event, any capital stock of or equity interest in any Subsidiary,
     whether or not presently issued or outstanding, nor are there any
     outstanding capital stock of or equity interest in any Subsidiary or any
     other entity which are convertible into or exchangeable for other capital
     stock of or equity interests in any Subsidiary nor are there any
     agreements, subscriptions, options, warrants, calls, commitments or rights
     of any kind granting to any Person any interest in or the right to purchase
     or otherwise acquire from any Subsidiary or any other Person any capital
     stock or equity interests so convertible or exchangeable, nor are there any
     proxies, agreements or understandings with respect to the voting of the
     capital stock of or equity interests in any Subsidiary. Except for the
     Company's ownership of the Subsidiaries as disclosed on Schedule 3.21, the
     Company does not, directly or indirectly, have any ownership or other
     interest in, or control of, any Person, nor is the Company or any
     Subsidiary controlled by or under common control with any Person.
 
          3.22  Disclosure.  To the knowledge of the Company, there is no fact
     which the Company has not disclosed to Lucent in writing which has had or
     would reasonably be expected to have a Material Adverse Effect. For
     purposes of this Section 3.22, the reference to knowledge of the Company
     shall mean the knowledge of the persons listed on Schedule 3.14(e)(i).
 
          3.23  Financial Projections.  The Company has made available to Lucent
     certain financial projections with respect to the Company's business which
     projections were prepared for internal use only. The Company makes no
     representation or warranty regarding the accuracy of such projections or as
     to whether such projections will be achieved or otherwise, except that the
     Company represents and warrants that such projections were prepared in good
     faith and are based on assumptions believed by it to be reasonable.
 
          3.24  Information in Registration Statement.  None of the information
     supplied or to be supplied by the Company or any of its Subsidiaries for
     the purpose of inclusion in the Registration Statement will, at the time
     the Registration Statement is filed with the SEC, at the time the
     Registration Statement becomes effective under the Securities Act and at
     the Effective Time, contain any untrue statement of a material fact or omit
     to state any material fact required to be stated therein to make the
     statements therein, in light of the circumstances under which they were
     made, not misleading.
 
     4.  Representations and Warranties of Acquisition and Lucent.  Each of
Acquisition and Lucent represents and warrants to the Company as follows:
 
          4.1  Organization.  Each of Lucent and Acquisition is a corporation
     duly organized, validly existing and in good standing under the laws of its
     jurisdiction of incorporation, and has all requisite corporate power and
     authority to enter into and perform this Agreement and the transactions
     contemplated hereby to be performed by it.
 
                                       13
<PAGE>   101
 
          4.2  Authority.  (a) Each of Lucent and Acquisition has full power and
     authority to execute, deliver and perform this Agreement. The execution,
     delivery and performance of this Agreement by it has been duly authorized
     and approved (i) in the case of Acquisition, by its Board of Directors and
     (ii) in the case of Lucent, by all necessary corporate action and, except
     for (A) the pre-merger notification requirements of the HSR Act, (B) the
     adoption of this Agreement by the shareholders of Acquisition in accordance
     with Section 7.8 and (C) the filing of appropriate merger documents as
     required by the California Code, no other corporate proceedings on the part
     of either Lucent or Acquisition is necessary to authorize this Agreement
     and the transactions contemplated hereby. This Agreement has been duly
     authorized, executed and delivered by each of Lucent and Acquisition and is
     the legal, valid and binding obligation of each of Lucent and Acquisition
     enforceable in accordance with its terms, except as enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     similar laws affecting the enforcement of creditors rights generally and by
     the effect of general principles of equity (regardless of whether
     enforcement is considered in a proceeding in equity or at law). The filing
     of a registration statement on Form S-4 with the Securities and Exchange
     Commission (the "SEC") by Lucent under the Securities Act of 1933 (together
     with the rules and regulations thereunder, the "Securities Act"), for the
     purpose of registering shares of Lucent Common Stock to be issued in the
     Merger (together with any amendments or supplements thereto, whether prior
     to or after the effective date thereof, the "Registration Statement") has
     been duly authorized by Lucent.
 
          (b) The execution, delivery, performance by each of Lucent and
     Acquisition of this Agreement and the consummation of the Merger do not,
     and will not, (i) violate or conflict with any provision of the Certificate
     of Incorporation or By-laws of either Lucent or Acquisition, (ii) violate
     any law, rule, regulation, order, writ, injunction, judgement or decree of
     any court, governmental authority, or regulatory agency, except for
     violations which, individually or in the aggregate, will not have a
     Material Adverse Effect on Lucent and Acquisition taken as a whole, or
     (iii) result in a violation or breach of, or constitute (with or without
     due notice or lapse of time or both) a default (or give rise to any right
     of termination, cancellation or acceleration) under, any note, bond,
     indenture, lien, mortgage, lease, permit, guaranty or other agreement,
     instrument or obligation, oral or written, to which Lucent or Acquisition
     is a party or by which any of the properties of Lucent or Acquisition may
     be bound, except for violations, breaches or defaults which, individually
     or in the aggregate, will not have a Material Adverse Effect on Lucent, its
     Subsidiaries and Acquisition taken as a whole.
 
          (c) The execution and delivery of this Agreement by each of Lucent and
     Acquisition does not and the performance by it of this Agreement will not,
     require any consent, approval, authorization or permit of, or filing with
     or notification to, any governmental or regulatory authority, domestic or
     foreign, or any other Person except: (i) in connection with the
     requirements of the HSR Act; (ii) the Securities Act, the Securities and
     Exchange Act of 1934 (together with the rules and regulations promulgated
     thereunder, the "Exchange Act") and applicable state securities laws; (iii)
     the filing and recordation of appropriate merger documents as required by
     the California Code; and (iv) any such consent, approval, authorization,
     permission, notice or filing which if not obtained or made would not have a
     Material Adverse Effect on Lucent or Acquisition.
 
          4.3  Capitalization.  (a) The total authorized shares of capital stock
     of Lucent consists of (i) 3,000,000,000 shares of Common Stock, par value
     $.01 per share (the "Lucent Common Stock") and (ii) 250,000,000 shares of
     Lucent Preferred Stock, par value $1.00 per share the ("Lucent Preferred
     Stock"). At the close of business on September 30, 1997, (i) 642,070,130
     shares of Lucent Common Stock were issued and outstanding and no shares of
     Lucent Preferred Stock were issued and outstanding, (ii) 7,474 shares of
     Lucent Common Stock were held by Lucent in its treasury, (iii) the total
     number of shares of Lucent Common Stock available for grant under the
     Lucent 1996 Long-Term Incentive Program and the Lucent 1997 Long-Term
     Incentive Plan in each calendar year is 2.5% of the total number of
     outstanding shares of Lucent Common Stock as of the first day of such
     calendar year and (v) 6,000,000 shares were reserved for issuance in
     connection with the Lucent Long Term Savings and Security Plan. All the
     outstanding shares of Lucent Common Stock have been duly and validly
     authorized and issued and are fully paid and nonassessable. None of the
     shares of Lucent Common Stock
 
                                       14
<PAGE>   102
 
     have been issued in violation of the preemptive rights of any stockholder
     of the Company. The shares of Lucent Common Stock were issued in compliance
     in all material respects with all applicable Federal and state securities
     laws and regulations.
 
          (b) Except as set forth in Schedule 4.2, there are no existing
     agreements, subscriptions, options, warrants, calls, commitments, trusts
     (voting or otherwise), or rights of any kind whatsoever granting to any
     Person any interest in or the right to purchase or otherwise acquire from
     Lucent or granting to Lucent any interest in or the right to purchase or
     otherwise acquire from any Person, at any time, or upon the occurrence of
     any stated event, any securities of Lucent, whether or not presently issued
     or outstanding, nor are there any outstanding securities of Lucent or any
     for other entity which are convertible into or exchangeable for other
     securities of Lucent, nor are there any agreements, subscriptions, options,
     warrants, calls, commitments or rights of any kind granting to any Person
     any interest in or the right to purchase or otherwise acquire from Lucent
     any securities so convertible or exchangeable.
 
          4.4  Litigation.  (a) Neither Lucent nor Acquisition is a party to any
     suit, action, arbitration or legal, administrative, governmental or other
     proceeding or investigation pending or, to its knowledge threatened, which
     reasonably could adversely affect or restrict its ability to consummate the
     transactions contemplated by this Agreement or to perform its obligations
     hereunder.
 
          (b) There is no judgment, order, writ, injunction or decree of any
     court, governmental agency or arbitration tribunal to which Lucent or
     Acquisition is subject which might adversely affect or restrict its ability
     to consummate the transactions contemplated by this Agreement or to perform
     its obligations hereunder.
 
          4.5  SEC Filings; Lucent Financial Statements.  (a) Since October 1,
     1996, Lucent and each of its Subsidiaries has filed all forms, reports and
     documents required to be filed with the SEC under the Securities Act or the
     Exchange Act. All such required forms, reports and documents are referred
     to herein as the "Lucent SEC Reports." As of their respective dates, the
     Lucent SEC Reports (i) were prepared in accordance with the requirements of
     the Securities Act or the Exchange Act, as the case may be, and the rules
     and regulations of the SEC thereunder applicable to such Lucent SEC Reports
     and (ii) did not at the time they were filed (or if amended or superseded
     by a filing prior to the date of this Agreement, then on the date of such
     filing) contain any untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary in order to made
     the statements therein, in the light of the circumstances under which they
     were made, not misleading.
 
          (b) Except as disclosed in the Lucent SEC Reports, the financial
     statements (including, in each case, any related notes thereto) contained
     in the Lucent SEC Reports (the "Lucent Financials"), including any Lucent
     SEC Reports filed after the date hereof until the Closing, and (x) comply
     as to form in all material respects with the published rules and
     regulations of the SEC with respect thereto, (y) were prepared in
     accordance with GAAP applied on a consistent basis throughout the periods
     involved (except as may be indicated in the notes thereto) and (z) fairly
     presented the consolidated financial position of Lucent and its
     subsidiaries as at the respective dates thereof and the consolidated
     results of its operations and cash flows for the periods indicated, except
     that the unaudited interim financial statements were or are subject to
     normal and recurring year-end adjustments and to any other adjustments
     described therein. The balance sheet of Lucent contained in the Lucent SEC
     Reports, as of June 30, 1997 is hereinafter referred to as the "Lucent
     Balance Sheet." Neither Lucent nor any of its Subsidiaries has any
     liabilities (absolute, accrued, contingent or otherwise) of a nature
     required to be disclosed under GAAP on the Lucent Balance Sheet or in the
     related notes which if not so disclosed, individually or in the aggregate,
     result in a Material Adverse Effect.
 
          4.6  Operations and Obligations.  Except as described in the Lucent
     SEC Reports, since the date of the Lucent Balance Sheet, (i) except as a
     result of the transactions contemplated by this Agreement or in connection
     with the acquisition by Lucent or any of its Subsidiaries of all or
     substantially all the capital stock or all or substantially all the assets
     of another Person, there has not been any development that has had or
     reasonably would be expected to have a Material Adverse Effect on Lucent
     and its Subsidiaries taken as a whole; (ii) there has not been any damage,
     destruction or loss (whether or not covered by
 
                                       15
<PAGE>   103
 
     insurance) having a Material Adverse Effect on Lucent and its subsidiaries
     taken as a whole; (iii) there has not been any material change by Lucent in
     its accounting methods, principles or practices, except as required by
     changes in GAAP; or (iv) except as a result of the transactions
     contemplated by this Agreement or in connection with the acquisition by
     Lucent or any of its Subsidiaries of all or substantially all the capital
     stock or all or substantially all the assets of another Person, there has
     not been any material revaluation by Lucent of any of its assets including,
     without limitation, writing down the value of capitalized software or
     inventory or writing off notes or accounts receivable which could have a
     Material Adverse Effect.
 
     5.  Conduct Pending Closing; Agreements.
 
          5.1  Conduct of Business Pending Closing.  From the date hereof until
     the Closing, the Company will (and will cause each of its Subsidiaries to):
 
             (a) maintain its existence in good standing;
 
             (b) maintain the general character of its business and properties
        and conduct its business in the ordinary and usual manner consistent
        with past practices, except as expressly permitted by this Agreement;
 
             (c) maintain business and accounting records consistent with past
        practices; and
 
             (d) use its reasonable best efforts (i) to preserve its business
        intact, (ii) to keep available to the Company the services of its
        present officers and employees, and (iii) to preserve for the Company or
        such Subsidiary the goodwill of its suppliers, customers and others
        having business relations with the Company or such Subsidiary.
 
          5.2  Prohibited Actions Pending Closing.  Unless otherwise provided
     for herein or approved by Lucent in writing, from the date hereof until the
     Closing, the Company shall not (and shall not permit any of its
     Subsidiaries to):
 
             (a) amend or otherwise change its Articles of Incorporation or
        By-laws;
 
             (b) issue or sell or authorize for issuance or sale (other than any
        issuance of Company Common Stock upon the exercise of any outstanding
        option to purchase Company Common Stock which option was issued prior to
        the date hereof in accordance with the terms of the relevant stock
        option agreement as in effect on September 30, 1997), or, except as
        permitted by Section 5.2(h), grant any options or make other agreements
        with respect to, any shares of its capital stock or any other of its
        securities, except for those provisions of the agreement with the
        Exchange Agent which provisions are in furtherance of this Agreement;
 
             (c) declare, set aside, make or pay any dividend or other
        distribution, payable in cash, stock, property or otherwise with respect
        to any of its capital stock;
 
             (d) reclassify, combine, split, subdivide or redeem, purchase or
        otherwise acquire, directly or indirectly, any of its capital stock;
 
             (e) (i) acquire (including, without limitation, by merger,
        consolidation, or acquisition of stock or assets) any corporation,
        partnership, other business organization or any division thereof or any
        material amount of assets; (ii) incur any indebtedness for borrowed
        money or issue any debt securities or assume, guarantee or endorse, or
        otherwise as an accommodation become responsible for, the obligations of
        any Person, or make any loans or advances, except in the ordinary course
        of business and consistent with past practice; (iii) enter into any
        contract or agreement resulting in obligations to the Company in excess
        of $250,000 other than in the ordinary course of business, consistent
        with past practice; (iv) authorize any capital commitment which is in
        excess of $100,000 or capital expenditures which are, in the aggregate,
        in excess of $200,000; or (v) enter into or amend any contract,
        agreement, commitment or arrangement with respect to any matter set
        forth in this Section 5.2(e);
 
                                       16
<PAGE>   104
 
             (f) mortgage, pledge or subject to Lien, any of its assets or
        properties or agree to do so except for (i) Liens for taxes,
        assessments, or similar charges, incurred in the ordinary course of
        business that are not yet due and payable or are being contested in good
        faith; (ii) pledges or deposits made in the ordinary course of business;
        (iii) Liens of mechanics, materialmen, warehousemen or other like Liens
        securing obligations incurred in the ordinary course of business that
        are not yet due and payable or are being contested in good faith; or
        (iv) similar Liens and encumbrances which are incurred in the ordinary
        course of business and which do not in the aggregate materially detract
        from the value of such assets or properties or materially impair the use
        thereof in the operation of its or their business;
 
             (g) assume, guarantee or otherwise become responsible for the
        obligations of any other Person or agree to so do;
 
             (h) enter into or agree to enter into any employment agreements or
        arrangements; provided that the Company may enter into such agreements
        or arrangements with employees hired after the date hereof so long as
        (i) such agreements or arrangements are entered into in the ordinary
        course of business, (ii) the terms and conditions of such agreements or
        arrangements are consistent with standards in the internetworking
        industry and (iii) in connection with all such employment agreements or
        arrangements, the Company does not grant to such employees options
        representing the right to receive in the aggregate more than 2,500
        shares of Company Common Stock.
 
             (i) (x) increase the compensation payable or to become payable to
        its officers or employees, except for increases in accordance with past
        practices in salaries or wages of employees of the Company or any of its
        Subsidiaries who are not officers of the Company or such Subsidiary; (y)
        grant any severance or termination pay to, or enter into any severance
        agreement with any director, officer or other employee of the Company or
        any of its Subsidiaries, except for severance or termination pay to
        employees of the Company or any of its Subsidiaries in an amount not to
        exceed $100,000 in the aggregate; or establish, adopt, enter into or
        amend any collective bargaining, bonus, profit sharing, thrift,
        compensation, stock option, restricted stock, pension, retirement,
        deferred compensation, employment, termination, severance or other plan,
        agreement, trust, fund, policy or arrangement for the benefit of any
        director, officer or employee;
 
             (j) take any action, other than in the ordinary course of business
        and consistent with past practice, with respect to accounting policies
        or procedures (including, without limitation, procedures with respect to
        the payment of accounts payable and collection of accounts receivables);
 
             (k) make any Tax election or settle or compromise any material
        federal, state, local or foreign income Tax liability;
 
             (l) settle or compromise any pending or threatened suit, action or
        claim which is material or which relates to any of the transactions
        contemplated by this Agreement;
 
             (m) pay, discharge or satisfy any claim, liability or obligation
        (absolute, accrued, asserted or unasserted, contingent or otherwise),
        other than (i) the payment, discharge or satisfaction, in the ordinary
        course of business, of liabilities reflected or reserved against in the
        1997 Balance Sheet or subsequently incurred in the ordinary course of
        business and consistent with past practice or (ii) as contemplated by
        this Agreement;
 
             (n) except in connection with the sale of the Company's products in
        the ordinary course of business and consistent with past practice, sell,
        assign, transfer, license, sublicense, pledge or otherwise encumber any
        of the Intellectual Property Rights; or
 
             (o) announce an intention, commit or agree to do any of the
        foregoing.
 
          5.3  Access; Documents; Supplemental Information.  (a) From and after
     the date hereof until the Closing, the Company shall afford, shall cause
     its Subsidiaries to afford and, with respect to clause (ii) below, shall
     use its reasonable best efforts to cause the independent certified public
     accountants for the Company to afford, (i) to the officers, independent
     certified public accountants, counsel and other
 
                                       17
<PAGE>   105
 
     representatives of Acquisition and Lucent, upon reasonable notice free and
     full access at all reasonable times to the properties, books and records
     including tax returns filed and those in preparation of the Company or any
     of its Subsidiaries and the right to consult with the officers, employees,
     accountants, counsel and other representatives of the Company or any of its
     Subsidiaries in order that Acquisition and Lucent may have full opportunity
     to make such investigations as they shall reasonably desire to make of the
     operations, properties, business, financial condition and prospects of the
     Company and its Subsidiaries, (ii) to the independent certified public
     accountants of Acquisition and Lucent, free and full access at all
     reasonable times to the work papers and other records of the accountants
     relating to the Company and its Subsidiaries, and (iii) to Acquisition and
     Lucent and their representatives, such additional financial and operating
     data and other information as to the properties, operations, business,
     financial condition and prospects of the Company and its Subsidiaries as
     Acquisition and Lucent shall from time to time reasonably require.
 
          (b) From the date of this Agreement through and including the Closing,
     Acquisition, Lucent and the Company agree to furnish to each other copies
     of any notices, documents, requests, court papers, or other materials
     received from any governmental agency or any other third party with respect
     to the transactions contemplated by this Agreement, except where it is
     obvious from such notice, document, request, court paper or other material
     that the other party was already furnished with a copy thereof.
 
          (c) The Company shall deliver to Lucent, without charge, the following
     financial information (the "Supplemental Financial Information"): (i)
     within 45 days after each fiscal quarter ending after the date hereof and
     prior to the Effective Time, the unaudited consolidated balance sheet of
     the Company and its Subsidiaries as of the end of such quarter and the
     unaudited consolidated statements of income, shareholders' equity and cash
     flows of the Company and its Subsidiaries for such quarter and for the
     portion of the fiscal year then completed, (ii) within 90 days after each
     fiscal year ending after the date hereof and prior to the Effective Time,
     the audited consolidated balance sheet of the Company and its Subsidiaries
     as of the end of such year and the audited consolidated statements of
     income, shareholders' equity and cash flows of the Company and its
     Subsidiaries for such year, in each case prepared in accordance with GAAP
     certified by KPMG Peat Marwick LLP, and (iii) promptly upon the reasonable
     request by Lucent, such additional financial information as may be required
     in connection with any filing by Lucent pursuant to the requirements of
     federal or state securities laws. Such Supplemental Financial Information
     shall present fairly, in all material respects, the consolidated financial
     position of the Company and its Subsidiaries for the period covered,
     subject in the case of unaudited financials to normal year-end adjustments.
 
          (d) Lucent shall deliver to the Company, without charge, a copy of any
     filing made by Lucent to the SEC, including, without limitation, any Form
     10-Q, 8-K or 10-K, not later than five business days after the date of such
     filing with the SEC.
 
          5.4  No Solicitation.  The Company shall not, nor shall it authorize
     or permit any of its affiliates or any officer, director, employee,
     investment banker, attorney or other adviser or representative of the
     Company or any of its affiliates to (i) solicit, initiate, or encourage the
     submission of, any Acquisition Proposal (as hereinafter defined), (ii)
     enter into any agreement with respect to any Acquisition Proposal or (iii)
     participate in any discussions or negotiations regarding, or furnish to any
     Person any information for the purpose of facilitating the making of, or
     take any other action to facilitate any inquiries or the making of, any
     proposal that constitutes, or may reasonably be expected to lead to, any
     Acquisition Proposal. Without limiting the foregoing, it is understood that
     any violation, of which the Company or any of its Affiliates had knowledge
     at the time of such violation, of the restrictions set forth in the
     immediately preceding sentence by any officer, director, employee,
     investment banker, attorney, employee, or other adviser or representative
     of the Company or any of its Affiliates, whether or not such Person is
     purporting to act on behalf of the Company or any of its Affiliates or
     otherwise, shall be deemed to be a breach of this Section 5.4 by the
     Company and its Affiliates. The Company promptly shall advise Lucent of any
     Acquisition Proposal and inquiries with respect to any Acquisition
     Proposal. "Acquisition Proposal" means any proposal for a merger or other
     business combination involving the Company or any of its Affiliates or any
     proposal or offer to acquire in any manner, directly or indirectly, an
     equity interest
 
                                       18
<PAGE>   106
 
     in the Company or any of its Affiliates, any voting securities of the
     Company or any of its Affiliates or a substantial portion of the assets of
     the Company (other than sales of the Company's products and services in the
     ordinary course of business consistent with past practice).
 
          5.5  Registration; Filings; Other Actions.  (a) As promptly as
     practicable after the date hereof, Lucent shall prepare and file the
     Registration Statement with the SEC. Lucent acknowledges that the Company
     and its counsel may participate in the preparation of the Registration
     Statement, provided that the final determination of any issues related
     thereto shall be made by Lucent. Lucent shall use its reasonable best
     efforts to have the Registration Statement declared effective under the
     Securities Act as promptly as practicable after such filing. Lucent shall
     also take such actions (other than qualifying to do business in any
     jurisdiction in which Lucent is now not so qualified) as may be required to
     be taken under any applicable state securities laws in connection with the
     issuance of Lucent Common Stock in the Merger and upon the exercise of the
     Substitute Options. The Company shall furnish all information concerning
     the Company and the holders of the Common Stock as may be reasonably
     requested in connection with any of the foregoing.
 
          (b) As promptly as practicable after the date hereof, Lucent and the
     Company shall file, with the Federal Trade Commission and the Antitrust
     Division of the Department of Justice the notifications and other
     information required to be filed under the HSR Act with respect to the
     transactions contemplated hereby. Each of Lucent and the Company will use
     its reasonable best efforts to ensure that all such filings by it shall be,
     as of the date filed, true and accurate and in accordance with the
     requirements of the HSR Act and any such rules and regulations. Each of
     Lucent and the Company agrees to make available, or cause to be made
     available, to the other such information as each of them may reasonably
     request relative to its business, assets and property as may be required of
     each of them to file any additional information requested by such agencies
     under the HSR Act and any such rules and regulations; provided that the
     parties shall have entered into mutually acceptable arrangements to ensure
     the continued confidentiality of any such information.
 
          (c) Each party hereto agrees, subject to applicable laws relating to
     the exchange of information, promptly to furnish the other parties hereto
     with copies of written communications (and memoranda setting forth the
     substance of all oral communications) received by such party, or any of its
     subsidiaries, affiliates or associates (as such terms are defined in Rule
     12b-2 under the Exchange Act as in effect on the date hereof), from, or
     delivered by any of the foregoing to, any governmental or regulatory
     authority, domestic or foreign, relating to or in respect of the
     transactions contemplated under this Agreement.
 
          5.6  Comfort Letters.  (a) The Company shall use its reasonable best
     efforts to cause to be delivered to Lucent a "comfort" letter of KPMG Peat
     Marwick LLP, the Company's independent public accountants, dated the date
     on which the Registration Statement shall become effective and as of the
     Effective Time, and addressed to Lucent and the Company, in form and
     substance reasonably satisfactory to Lucent and reasonably customary in
     scope and substance for letters delivered by independent public accounts in
     connection with transactions such as those contemplated by this Agreement.
 
          (b) Lucent shall use its reasonable best efforts to cause to be
     delivered to the Company a "comfort" letter of Coopers & Lybrand L.L.P.,
     Lucent's independent public accountants, dated the date on which the
     Registration Statement shall become effective and as of the Effective Time,
     addressed to the Company and Lucent, in form and substance reasonably
     satisfactory to the Company and reasonably customary in scope and substance
     for letters delivered by independent public accountants in connection with
     transactions such as those contemplated by this Agreement.
 
          5.7  Stock Exchange Listings.  Lucent shall use all reasonable best
     efforts to list on the NYSE, upon official notice of issuance, the shares
     of Lucent Common Stock to be issued in connection with the Merger and the
     shares of Lucent Common Stock to be reserved for issuance upon exercise of
     the Substitute Options.
 
          5.8  Company Stock Options; Unvested Restricted Stock.  (a) Not later
     than the Effective Time, each stock option to purchase Company Common Stock
     (the "Stock Options") which is outstanding
 
                                       19
<PAGE>   107
 
     immediately prior to the Effective Time pursuant to the Company's 1994
     Stock Option Plan in effect on the date hereof (the "1994 Stock Plan")
     shall be assumed by Lucent and become and represent an option (a
     "Substitute Option") to purchase the number of shares of Lucent Common
     Stock (decreased to the nearest full share) determined by multiplying (i)
     the number of shares of Company Common Stock subject to such Stock Option
     immediately prior to the Effective Time by (ii) the Exchange Ratio, which
     Stock Options shall have an exercise price per share of Lucent Common Stock
     (rounded up to the nearest tenth of a cent) equal to the exercise price per
     share of Common Stock immediately prior to the Effective Time divided by
     the Exchange Ratio. Lucent shall pay cash to holders of Stock Options in
     lieu of issuing fractional shares of Lucent Common Stock upon the exercise
     of Substitute Options for shares of Lucent Common Stock. After the
     Effective Time, except as provided herein, each Substitute Option shall be
     exercisable upon the same terms and conditions as were applicable under the
     related Stock Option immediately prior to the Effective Time. The Company
     agrees that it will not grant any stock appreciation rights or limited
     stock appreciation rights and will not permit cash payments to holders of
     Stock Options in lieu of the substitution therefor of Substitute Options,
     as described in this Section 5.8.
 
             (b) The adjustments provided herein with respect to any "Stock
        Options" that are "Incentive Stock Options" as defined in Section 422 of
        the Code shall be and are intended to be effected in a manner which is
        consistent with Section 424(a) of the Code.
 
             (c) As soon as practicable after the Effective Time, Lucent shall
        prepare and file with the SEC a registration statement on Form S-8 (or
        another appropriate form) registering a number of shares of Lucent
        Common Stock equal to the number of shares subject to the Substitute
        Options. Such registration statement shall be kept effective (and the
        current status of the prospectus required thereby shall be maintained)
        at least for so long as any Substitute Options remain outstanding.
 
             (d) As soon as practicable after the Effective Time, Lucent shall
        deliver to the holders of Stock Options appropriate notices setting
        forth such holders' rights pursuant to the 1994 Stock Plan and the
        agreements evidencing the grants of such Stock Options and that such
        Stock Options and agreements shall be assumed by Lucent and shall
        continue in effect on the same terms and conditions (subject to the
        adjustment set forth in this Section 5.8).
 
             (e) At the Effective Time, each Restricted Stock Purchase Agreement
        (a "Restricted Stock Agreement") set forth on Schedule 5.8 shall be
        assumed by Lucent and each share of restricted Company Common Stock
        which is outstanding and unvested thereunder immediately prior to the
        Effective Time pursuant to the 1994 Stock Plan shall become the right to
        0.482 (as adjusted in accordance with Section 1.6) share of Lucent
        Common Stock subject to the same restrictions and vesting as set forth
        in each such Restricted Purchase Agreement (the "Substitute Restricted
        Stock"). Lucent shall pay cash to each holder of such restricted Common
        Stock in lieu of issuing fractional shares of Lucent Common Stock as
        soon as practicable after the date on which all Substitute Restricted
        Stock under such holder's Restricted Purchase Agreement shall vest. The
        Company shall use its reasonable best efforts to terminate the right of
        any holder of Stock Options who is not a party to a Restricted Stock
        Agreement on the date hereof to enter into such an Agreement.
 
          5.9  Indemnification.  From and after the Effective Time, Lucent
     shall, or shall cause the Surviving Corporation to, fulfill and honor in
     all respects the obligations of the Company to indemnify each person who is
     or was a director or officer (an "Indemnified Party") of the Company or any
     of its Subsidiaries pursuant to any indemnification provision under any
     agreement between the Company and an Indemnified Party the Company's
     Articles of Incorporation or By-laws as each is in effect on the date
     hereof. All rights to such indemnification in favor of any Indemnified
     Party, as provided in the Company's Articles of Incorporation and By-laws
     in effect at the date hereby shall survive the Merger and shall continue in
     full force and effect, without amendment thereto, for a period of six years
     from the Effective Time to the extent such indemnification is consistent
     with the California Code. Notwithstanding any other provision of this
     Agreement to the contrary, this Section 5.9 shall survive the consummation
     of the Merger, is intended for the benefit of, and enforceable by the
     Company, Lucent, the Surviving
 
                                       20
<PAGE>   108
 
     Corporation and each Indemnified Party and such Indemnified Party's heirs
     and representatives and shall be binding upon Lucent and the Surviving
     Corporation.
 
          5.10  Affiliates.  Prior to the Closing, the Company shall deliver to
     Lucent a letter identifying all Persons who are, at the time this Agreement
     is submitted for approval to the shareholders of the Company, "affiliates"
     of the Company for purposes of Rule 145 under the Securities Act. The
     Company shall use its reasonable best efforts to cause each such Person to
     execute and deliver to Lucent, on or before the Closing Date, an agreement
     substantially in the form of Exhibit A.
 
          5.11  Notification of Certain Matters.  The Company shall give prompt
     notice to Lucent, and Lucent shall give prompt notice to the Company, of
     (a) the occurrence, or non-occurrence, of any event which would be likely
     to cause (i) any representation or warranty contained in this Agreement to
     be untrue or inaccurate in any material respect or (ii) any covenant,
     condition or agreement contained in this Agreement not to be complied with
     or satisfied; and (ii) any failure of the Company or Lucent, as the case
     may be, to comply with or satisfy any covenant, condition or agreement to
     be complied with or satisfied by it hereunder; provided that the delivery
     of any notice pursuant to this Section 5.12 shall not limit or otherwise
     affect the remedies available to the party receiving such notice.
 
          5.12  Reorganization.  Each of Lucent and the Company shall use its
     best efforts to cause the business combination to be effected by the Merger
     to be qualified as a "reorganization" described in Section 368(a) of the
     Code. Lucent shall take no action, and shall not cause the Surviving
     Corporation to take any action, following the Effective Time that would
     have the effect of causing the Merger to fail to so qualify.
 
          5.13  Actions by the Parties.  Upon the terms and subject to the
     conditions set forth in this Agreement, each of the parties hereto will use
     its reasonable best efforts to take or cause to be taken all actions, and
     to do, or cause to be done, all things necessary, proper or advisable under
     applicable law and regulations to consummate and make effective in the most
     expeditious manner practicable, the transactions contemplated by this
     Agreement including (i) the obtaining of all necessary actions and non-
     actions, waivers and consents, if any, from any governmental agency or
     authority and the making of all necessary registrations and filings and the
     taking of all reasonable steps as may be necessary to obtain an approval or
     waiver from, or to avoid an action or proceeding by any governmental agency
     or authority; (ii) the obtaining of all necessary consents, approvals or
     waivers from any other Person; (iii) the defending of any claim,
     investigation, action, suit or other legal proceeding, whether judicial or
     administrative, challenging this Agreement or the consummation of the
     transactions contemplated hereby; and (iv) the execution of additional
     instruments necessary to consummate the transactions contemplated by this
     Agreement. Each party will promptly consult with the other and provide
     necessary information (including copies thereof) with respect to all
     filings made by such party with any governmental agency or authority in
     connection with this Agreement and the transactions contemplated hereby.
 
     6.  Conditions Precedent.
 
          6.1  Conditions Precedent to Each Party's Obligation to Effect the
     Merger.  The respective obligations of each party hereto to effect the
     Merger shall be subject to the fulfillment or satisfaction, prior to or on
     the Closing Date of the following conditions:
 
             (a) Shareholder Approval.  The Merger shall have been duly approved
        by a vote of a majority of the outstanding shares entitled to vote
        thereon in accordance with the California Code and the Articles of
        Incorporation and By-laws of the Company.
 
             (b) Stock Exchange Listing.  The shares of Lucent Common Stock
        issuable in accordance with the Merger and upon exercise of the
        Substitute Options shall have been authorized for listing on the NYSE,
        subject to official notice of issuance.
 
             (c) HSR and Other Approvals.  (i) The waiting period (and any
        extension thereof) applicable to the consummation of the Merger under
        the HSR Act shall have expired or been terminated.
 
                                       21
<PAGE>   109
 
             (ii) All authorizations, consents, orders, declarations or
        approvals of, or filings with, or terminations or expirations of waiting
        periods imposed by, any governmental or regulatory authority, domestic
        or foreign, which the failure to obtain, make or occur would have the
        effect of making the Merger or any of the transactions contemplated
        hereby illegal or would have a Material Adverse Effect on Lucent or the
        Company (as Surviving Corporation), assuming the Merger had taken place,
        shall have been obtained, made or occurred.
 
             (d) Registration Statement.  The Registration Statement shall have
        become effective in accordance with the provisions of the Securities
        Act. No stop order suspending the effectiveness of the Registration
        Statement shall have been issued by the SEC and no proceedings for that
        purpose shall have been initiated or, to the knowledge of Lucent or the
        Company, threatened by the SEC. All necessary state securities
        authorizations shall have been received.
 
             (e) Tax Matters.  Each of Lucent and the Company shall have
        executed and delivered a letter of representation relating to certain
        tax matters substantially in the form of Exhibit D. Each of Lucent and
        the Company shall have received a written opinion from its counsel to
        the effect that the Merger will constitute a reorganization within the
        meaning of Section 368(a) of the Code.
 
             (f) No Injunction.  No temporary restraining order, preliminary or
        permanent injunction or other order issued by any court of competent
        jurisdiction or other legal restraint or prohibition preventing the
        consummation of the Merger or any of the transactions contemplated
        hereunder shall be in effect.
 
          6.2  Conditions Precedent to Obligations of Acquisition and
     Lucent.  All obligations of Acquisition and Lucent under this Agreement are
     subject to the fulfillment or satisfaction, prior to or on the Closing
     Date, of each of the following conditions precedent (any of which may be
     waived in writing in whole or in part by Acquisition and Lucent):
 
             (a) Performance of Obligations; Representations and
        Warranties.  The Company shall have performed and complied in all
        material respects with all agreements and conditions contained in this
        Agreement that are required to be performed or complied with by it prior
        to or at the Closing. Each of the Company's representations and
        warranties contained in Section 3 of this Agreement to the extent it is
        qualified by Material Adverse Effect shall be true and correct and each
        of the Company's representations and warranties to the extent it is not
        so qualified by Material Adverse Effect, shall be true and correct
        except as would have a Material Adverse Effect, in each case, on and as
        of the Closing with the same effect as though such representations and
        warranties were made on and as of the Closing, except for changes
        permitted by this Agreement and except to the extent that such
        representations and warranties expressly relate to an earlier date, in
        which case such representations and warranties shall be as of such
        earlier date. Lucent and Acquisition shall have received a certificate
        dated the Closing Date and signed by the Chairman, President or a
        Vice-President of the Company, certifying that, the conditions specified
        in this Section 6.2(a) have been satisfied.
 
             (b) Opinion of Counsel.  Lucent and Acquisition shall have received
        the favorable written opinion dated the Closing Date of Wilson Sonsini
        Goodrich & Rosati, counsel to the Company, in form satisfactory to
        Lucent and Acquisition.
 
             (c) Resignations.  The Company shall have delivered to Lucent and
        Acquisition the written resignation of each director and officer of the
        Company as shall be requested in writing by Lucent. The Company also
        shall have delivered to Lucent the written resignation of all Trustees
        of all the benefit plans of the Company as shall be requested in writing
        by Lucent.
 
             (d) No Material Adverse Change.  There shall have been no material
        adverse change in the assets, business, financial condition or
        operations of the Company and no event or events shall have occurred
        that could reasonably be expected to have a Material Adverse Effect
        (other than (i) conditions affecting the internetworking industry
        generally and (ii) resulting from the announcement of this transaction)
        on the Company and Lucent shall have received a certificate signed on
        behalf of the Company by its Chief Executive Officer and Chief Financial
        Officer to such effect.
 
                                       22
<PAGE>   110
 
             (e) Consents.  The Company shall have received all necessary
        consents, in form and substance satisfactory to Lucent and Acquisition,
        from the other parties (i) to each contract or agreement listed on
        Schedule 6.2(e) and (ii) all other contracts, leases or agreements to
        which the Company is a party, except where the failure to receive such
        consent would not reasonably be expected, individually or in the
        aggregate, to have a Material Adverse Effect on the Company, impair the
        ability of the Company to perform its obligations hereunder or to
        prevent or delay the consummation of the transactions contemplated
        hereunder.
 
             (f) Employment Agreement.  Each of the individuals listed on
        Schedule 6.2(f) shall have entered into employment agreements with
        Lucent, each substantially in the form of Exhibit B hereto, and such
        agreements shall be in full force and effect.
 
             (g) Non-Competition Agreements.  Each of the individuals listed on
        Schedule 6.2(g) shall have entered into Non-Competition Agreements with
        the Surviving Corporation, each substantially in the form of Exhibit C
        hereto, and such agreements shall be in full force and effect.
 
             (h) Affiliates.  Lucent shall have received from each person named
        in the letter referred to in Section 5.10, an executed copy of an
        agreement substantially in the form of Exhibit A.
 
          6.3  Conditions Precedent to the Company's Obligations.  All
     obligations of the Company under this Agreement are subject to the
     fulfillment or satisfaction, prior to or on the Closing Date, of each of
     the following conditions precedent (any of which may be waived in writing
     in whole or in part by the Company):
 
             (a) Performance of Obligations; Representations and
        Warranties.  Acquisition and Lucent shall have performed and complied in
        all material respects with all agreements and conditions contained in
        this Agreement that are required to be performed or complied with by
        them prior to or at the Closing. Each of the representations and
        warranties of Acquisition and Lucent contained in Section 4 of this
        Agreement to the extent it is qualified by Material Adverse Effect shall
        be true and correct and each of the representations and warranties of
        Acquisition and Lucent to the extent it is not so qualified by Material
        Adverse Effect shall be true and correct except as would have a Material
        Adverse Effect in each case, on and as of the Closing with the same
        effect as though such representations and warranties were made on and as
        of the Closing except for changes permitted by this Agreement and except
        to the extent that such representations and warranties expressly relate
        to an earlier date, in which case such representations and warranties
        shall be as of such earlier date. The Company shall have received
        certificates dated the Closing Date and signed by the President or a
        Vice-President of Acquisition and an authorized signatory of Lucent,
        certifying that the conditions specified in this Section 6.3(a) have
        been satisfied.
 
             (b) Opinion of Counsel.  The Company shall have received the
        favorable written opinion dated the Closing Date of Sidley & Austin,
        special counsel to Acquisition and Lucent, and internal counsel to
        Acquisition and Lucent, each in form satisfactory to the Company.
 
             (c) No Material Adverse Change.  There shall have been no material
        adverse change in the assets, business, financial condition or
        operations of Lucent and no event or events shall have occurred that
        could reasonably be expected to have a Material Adverse Effect (other
        than (i) conditions affecting the internetworking industry generally and
        (ii) resulting from the announcement of this transaction) on Lucent and
        the Company shall have received a certificate signed on behalf of Lucent
        by an authorized signatory thereof.
 
     7.  Nonsurvival of Representations and Warranties.
 
          7.1 Representations and Warranties.  None of the representations and
     warranties in this Agreement or in any instrument delivered pursuant to
     this Agreement shall survive the Effective Time. This Section shall not
     limit any covenant or agreement by the parties which contemplates
     performance after the Effective Time.
 
                                       23
<PAGE>   111
 
     8.  Brokers' and Finders' Fees.
 
          8.1 Company.  The Company represents and warrants to Acquisition and
     Lucent that no broker, investment banker, financial advisor, other than
     Morgan Stanley & Co. Incorporated, the fees and expenses of which shall be
     paid by the Company is entitled to a brokerage fee, financing commission or
     other commission in respect of the execution of this Agreement or the
     consummation of the transactions contemplated hereby. The Company agrees
     that if the transactions contemplated by this Agreement are not consummated
     (other than as a result of a breach or default by Lucent or Acquisition),
     it shall indemnify and hold Acquisition and Lucent harmless against any and
     all claims, losses, liabilities, costs or expenses which may be asserted
     against them as a result of the Company's or any of its Affiliates'
     dealings, arrangements or agreements with any such Person.
 
          8.2 Acquisition and Lucent.  Acquisition and Lucent represent and
     warrant to the Company that no broker, investment banker or financial
     advisor is entitled to any brokerage fee, financing commission or other
     commission in respect of the execution of this Agreement or the
     consummation of the transactions contemplated hereby. Acquisition and
     Lucent agree that if the transactions contemplated hereby are not
     consummated (other than as a result of a breach or default by the Company),
     they shall jointly and severally indemnify and hold the Company and the
     shareholders of the Company harmless against any and all claims, losses,
     liabilities, costs or expenses which may be asserted against them, as a
     result of Acquisition's or Lucent's or any of their respective Affiliates'
     dealings, arrangements or agreements with any such Person.
 
     9.  Expenses.  Each party hereto shall pay its own expenses incidental to
the preparation of this Agreement, the carrying out of the provisions of this
Agreement and the consummation of the transactions contemplated hereby, except
that all printing expenses and SEC filing fees shall be divided equally between
Lucent and the Company.
 
     10.  Press Releases.  Except as required by law or Lucent's listing
agreement with the New York Stock Exchange, Acquisition, Lucent and the Company
shall not issue any press release or otherwise make public any information with
respect to this Agreement nor the transactions contemplated hereby, prior to the
Closing, without the prior written consent of the other parties to this
Agreement.
 
     11.  Contents of Agreement; Parties in Interest; etc.  This Agreement and
the agreements expressly referred to or contemplated herein and the letter
agreement dated August 12, 1997 concerning confidentiality (the "Confidentiality
Agreement") set forth the entire understanding of the parties hereto with
respect to the transactions contemplated hereby, and, except as set forth in
this Agreement, such other agreements, the Exhibits hereto and the
Confidentiality Agreement, there are no representations or warranties, express
or implied, made by any party to this Agreement with respect to the subject
matter of this Agreement and the Confidentiality Agreement. Except for the
matters set forth in the Confidentiality Agreement, any and all previous
agreements and understandings between or among the parties regarding the subject
matter hereof, whether written or oral, are superseded by this Agreement and the
agreements referred to or contemplated herein.
 
     12.  Assignment and Binding Effect.  This Agreement may not be assigned by
either party hereto without the prior written consent of the other party;
provided, that Acquisition may assign its rights and obligations under this
Agreement to any directly or indirectly wholly-owned subsidiary of Lucent, upon
written notice to the Company if the assignee shall assume the obligations of
Acquisition hereunder and Lucent shall remain liable for its obligations
hereunder. All the terms and provisions of this Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto.
 
     13.  Waiver.  Any term or provision of this Agreement may be waived at any
time by the party entitled to the benefit thereof only by a written instrument
duly executed by such party.
 
                                       24
<PAGE>   112
 
     14.  Termination.
 
     This Agreement may be terminated, and the Merger may be abandoned at any
time prior to the Effective Time whether before or after the approval and
adoption of this Agreement and the transactions contemplated hereby by the
shareholders of the Company or the shareholders of Acquisition:
 
          (a) by the mutual agreement of Lucent the Company;
 
          (b) by Lucent, Acquisition or the Company if (i) the Effective Time
     shall not have occurred by March 31, 1998; provided that the right to
     terminate this Agreement under this Section 14(b) shall not be available to
     any party whose failure to fulfill any obligation under this Agreement has
     been the cause of, or resulted in, the failure of the Effective Time to
     occur on or before such date; or (ii) any court of competent jurisdiction
     in the United States or other United States governmental authority shall
     have issued an order, decree, ruling or taken any other action restraining,
     enjoining or otherwise prohibiting the Merger and such order, decree,
     ruling or other action shall have become final and nonappealable;
 
          (c) by the Company in the event Lucent or Acquisition materially
     breaches its obligations under this Agreement, unless such breach is cured
     within 10 business days after notice to Lucent by the Company; or
 
          (d) by Lucent or Acquisition in the event the Company materially
     breaches its obligations under this Agreement unless such breach is cured
     within 10 business days after notice by Lucent or Acquisition.
 
     15.  Definitions.  As used in this Agreement the terms set forth below
shall have the following meanings:
 
          (a) "Affiliate" of a Person means any other Person who (i) directly or
     indirectly through one or more intermediaries controls, is controlled by or
     is under common control with, such Person or (ii) owns more than 5% of the
     capital stock or equity interest in such Person. "Control" means the
     possession of the power, directly or indirectly, to direct or cause the
     direction of the management and policies of a Person whether through the
     ownership of voting securities, by contract or otherwise.
 
          (b) "Benefit Plan" shall mean any bonus, pension, profit sharing,
     deferred compensation, incentive compensation, stock ownership, stock
     purchase, stock option, phantom stock, retirement, vacation, severance,
     disability, death benefit, hospitalization, medical or other material plan,
     arrangement or understanding (whether or not legally binding) providing
     material benefits to any current or former employee, officer or director of
     the Company or any Subsidiary.
 
          (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
 
          (d) "Environmental Laws" shall mean all applicable federal, state,
     local or foreign laws, rules and regulations, orders, decrees, judgments,
     permits and leases relating to protection and clean-up of the environment
     and activities or conditions related thereto, including those relating to
     the generation, handling, disposal, transportation or release of Hazardous
     Substances.
 
          (e) "Exchange Agent" shall mean a bank or trust company designated as
     the exchange agent by Lucent (which designation shall be reasonably
     acceptable to the Company).
 
          (f) "GAAP" shall mean generally accepted accounting principles.
 
          (g) "Hazardous Substances" shall mean any and all hazardous and toxic
     substances, wastes or materials, any pollutants, contaminants, or dangerous
     materials (including, but not limited to, polychlorinated biphenyls, PCBs,
     friable asbestos, volatile and semi-volatile organic compounds, oil,
     petroleum products and fractions, and any materials which include hazardous
     constituents or become hazardous, toxic, or dangerous when their
     composition or state is changed), or any other similar substances or
     materials.
 
          (h) "Liens" shall mean any mortgage, pledge, lien, security interest,
     conditional or installment sale agreement, encumbrance, charge or other
     claims of third parties of any kind.
 
                                       25
<PAGE>   113
 
          (i) "Person" shall mean any individual, corporation, partnership,
     limited partnership, limited liability Company, trust, association or
     entity or government agency or authority.
 
          (j) "Subsidiary" shall mean any corporation, partnership, joint
     venture or other entity in which the Company (a) owns, directly or
     indirectly, 50% or more of the outstanding voting securities or equity
     interests or (b) is a general partner.
 
          (k) "Tax" (and, with correlative meaning, "Taxes" and "Taxable") shall
     mean any federal, state, local or foreign net income, gross income, gross
     receipts, windfall profit, severance, property, production, sales, use,
     license, excise, franchise, employment, payroll, withholding, alternative
     or add-on minimum, ad valorem, value-added, transfer, stamp, or
     environmental tax, or any other tax, custom, duty, governmental fee or
     other like assessment or charge of any kind whatsoever, together with any
     interest or penalty, addition to tax or additional amount imposed by any
     governmental authority.
 
          (l) "Tax Return" shall mean any return, report or similar statement
     required to be filed with respect to any Tax (including any attached
     schedules), including, without limitation, any information return, claim
     for refund, amended return or declaration of estimated Tax.
 
     16.  Notices.  Any notice, request, demand, waiver, consent, approval, or
other communication which is required or permitted to be given to any party
hereunder shall be in writing and shall be deemed given only if delivered to the
party personally or sent to the party by facsimile transmission (promptly
followed by a hard-copy delivered in accordance with this Section 16), by
reputable overnight courier service or by registered or certified mail (return
receipt requested), with postage and registration or certification fees thereon
prepaid, addressed to the party at its address set forth below:
 
     If to Acquisition or Lucent:
 
     Lucent Technologies Inc.
     c/o Business Communications Systems
     211 Mt. Airy Road
     Basking Ridge, New Jersey 07920
     Attn: President
 
     with copies to:
 
     Lucent Technologies Inc.
     c/o Business Communications Systems
     211 Mt. Airy Road
     Basking Ridge, New Jersey 07920
     Attn: General Counsel, Business Communications Systems
 
     If to the Company:
 
     Livingston Enterprises, Inc.
     4464 Willow Road
     Pleasanton, California 94588
     Attn: Steven M. Willens
 
     with a copy to:
 
     Wilson Sonsini Goodrich & Rosati
       A Professional Corporation
     650 Page Mill Road
     Palo Alto, California 94304
     Attn: Steven E. Bochner, Esq.
 
or to such other address or Person as any party may have specified in a notice
duly given to the other party as provided herein. Such notice, request, demand,
waiver, consent, approval or other communication will be deemed to have been
given as of the date so delivered, telegraphed or mailed.
 
                                       26
<PAGE>   114
 
     17.  Amendment.  This Agreement shall not be amended, modified, revised,
supplemented or terminated orally and no waiver of compliance with any provision
hereof and no consent provided for herein shall be effective other than by a
written instrument executed by the parties hereto. This Agreement may be amended
upon the taking of requisite corporate action by the parties hereto.
 
     18.  Governing Law.  This Agreement shall be governed by and interpreted
and enforced in accordance with the laws of the State of California without
giving effect to any California choice of law principles.
 
     19.  No Benefit to Others.  The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the parties
hereto, and their respective successors and assigns, and they shall not be
construed as conferring, and are not intended to confer, any rights on any other
Person other than, in the case of Section 5.9, as expressly provided therein.
 
     20.  Severability.  If any term or other provision of this Agreement is
determined to be invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other terms and provisions of the Agreement shall
remain in full force and effect. Upon such determination, the parties hereto
shall negotiate in good faith to modify this Agreement so as to give effect to
the original intent of the parties to the fullest extent permitted by applicable
law.
 
     21.  Extensions.  At any time prior to the Effective Time, either party may
by appropriate action, extend the time for compliance by or waive performance of
any representation, warranty, agreement, condition or obligation of the other
party.
 
     22.  Section Headings.  All section headings are for convenience only and
shall in no way modify or restrict any of the terms or provisions hereof.
 
     23.  Schedules and Exhibits.  All Schedules and Exhibits referred to herein
are intended to be and hereby are specifically made a part of this Agreement.
 
     24.  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and the Company,
Acquisition and Lucent may become a party hereto by executing a counterpart
hereof. This Agreement and any counterpart so executed shall be deemed to be one
and the same instrument.
 
     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have duly executed this Agreement on the date first above written.
 
<TABLE>
<S>                                         <C>
Attest:                                     LUCENT TECHNOLOGIES INC.

- ----------------------------------------    By: /s/ WILLIAM O'SHEA
Secretary                                   ---------------------------------------------
                                            Title: President, BCS
 
Attest:                                     LASALLE ACQUISITION, INC.
/s/ Jean F. Rankin 
- ----------------------------------------    By: /s/ PAUL D. DICZOK
Secretary                                   ---------------------------------------------
                                            Title: Chief Financial Officer
 
Attest:                                     LIVINGSTON ENTERPRISES, INC.
/s/ Ronald Willens 
- ----------------------------------------    By: /s/ STEVEN M. WILLENS
Secretary                                   ---------------------------------------------
                                            Title: President and Chief Executive Officer
</TABLE>
 
                                       27
<PAGE>   115
 
                           GLOSSARY OF DEFINED TERMS
 
<TABLE>
<CAPTION>
                               DEFINED TERM                                 LOCATION OF DEFINITION
- --------------------------------------------------------------------------  ----------------------
<S>                                                                         <C>
Acquisition...............................................................   Preamble
Acquisition Common Stock..................................................   Recitals
Acquisition Proposal......................................................   Section 5.4
Affiliate.................................................................   Section 15(a)
Agreement.................................................................   Recitals
Authorizations............................................................   Section 3.13(b)
Benefit Plan..............................................................   Section 15(b)
California Code...........................................................   Section 1.1(b)
Certificate of Merger.....................................................   Section 1.1(b)
Certificates..............................................................   Section 1.8(b)
Closing...................................................................   Section 1.1(b)
Closing Date..............................................................   Section 1.1(b)
Code......................................................................   Section 15(c)
Commonly Controlled Entity................................................   Section 3.16(a)
Company...................................................................   Preamble
Company Common Stock......................................................   Recitals
Confidentiality Agreement.................................................   Section 5.11
Control...................................................................   Section 15(a)
Dissenting Shares.........................................................   Section 1.7
Effective Time............................................................   Section 1.1(b)
Environmental Laws........................................................   Section 15(d)
ERISA.....................................................................   Section 3.16(a)
Exchange Act..............................................................   Section 4.2(c)
Exchange Agent............................................................   Section 15(e)
Exchange Fund.............................................................   Section 1.8(a)
Exchange Ratio............................................................   Section 1.5(c)
Executive Employees.......................................................   Section 3.17
Financial Statements......................................................   Section 3.5(a)
GAAP......................................................................   Section 15(f)
Hazardous Substances......................................................   Section 15(g)
HSR Act...................................................................   Section 3.3(a)
Immaterial Authorizations.................................................   Section 3.13(b)
Incentive Stock Options...................................................   Section 5.8(b)
Indemnified Party.........................................................   Section 5.9
Intellectual Property Rights..............................................   Section 3.14(a)
IRS.......................................................................   Section 3.15(d)
Laws......................................................................   Section 3.13
Liens.....................................................................   Section 15(h)
Lucent....................................................................   Preamble
Lucent Balance Sheet......................................................   Section 4.5(b)
Lucent Common Stock.......................................................   Section 4.3(a)
Lucent Financials.........................................................   Section 4.5(b)
Lucent Preferred Stock....................................................   Section 4.3(a)
Lucent SEC Reports........................................................   Section 4.5(a)
Material Adverse Effect...................................................   Section 3.1
Merger....................................................................   Recitals
</TABLE>
 
                                        i
<PAGE>   116
 
<TABLE>
<CAPTION>
                               DEFINED TERM                                 LOCATION OF DEFINITION
- --------------------------------------------------------------------------  ----------------------
<S>                                                                         <C>
NYSE......................................................................   Section 1.9
Pension Plans.............................................................   Section 3.16(a)
Person....................................................................   Section 15(i)
Plans.....................................................................   Section 3.16(a)
Registration Statement....................................................   Section 4.2(a)
Restricted Stock Agreement................................................   Section 5.8(e)
Right.....................................................................   Section 1.5(c)
SEC.......................................................................   Section 4.2(a)
Securities Act............................................................   Section 4.2(a)
Shares....................................................................   Section 3.2(a)
Stock Options.............................................................   Section 5.8
Subsidiary................................................................   Section 15(j)
Substitute Option.........................................................   Section 5.8 (a)
Substitute Restricted Stock...............................................   Section 5.8(e)
Supplemental Financial Information........................................   Section 5.3(c)
Surviving Corporation.....................................................   Section 1.1(a)
Tax.......................................................................   Section 15(k)
Tax Return................................................................   Section 15(l)
Welfare Plans.............................................................   Section 3.16(a)
1994 Stock Plan...........................................................   Section 5.8 (a)
1997 Balance Sheet........................................................   Section 3.5(a)
</TABLE>
 
                                       ii
<PAGE>   117
                                                                      APPENDIX B


                          CALIFORNIA CORPORATIONS CODE

                         DISSENTERS' RIGHTS--CHAPTER 13

SECTION 1300.  RIGHT TO REQUIRE PURCHASE--"DISSENTING SHARES" AND "DISSENTING
               SHAREHOLDER" DEFINED.

      (a) If the approval of the outstanding shares (Section 152) of a
corporation is required for a reorganization under subdivisions (a) and (b) or
subdivision (e) or (f) of Section 1201, each shareholder of the corporation
entitled to vote on the transaction and each shareholder of a subsidiary
corporation in a short-form merger may, by complying with this chapter, require
the corporation in which the shareholder holds shares to purchase for cash at
their fair market value the shares owned by the shareholder which are dissenting
shares as defined in subdivision (b). The fair market value shall be determined
as of the day before the first announcement of the terms of the proposed
reorganization or short-form merger, excluding any appreciation or depreciation
in consequence of the proposed action, but adjusted for any stock split, reverse
stock split, or share dividend which becomes effective thereafter.

       (b) As used in this chapter, "dissenting shares" means shares which come
within all of the following descriptions:

            (1) Which were not immediately prior to the reorganization or
      short-form merger either (A) listed on any national securities exchange
      certified by the Commissioner of Corporations under subdivision (o) of
      Section 25100 or (B) listed on the list of OTC margin stocks issued by the
      Board of Governors of the Federal Reserve System, and the notice of
      meeting of shareholders to act upon the reorganization summarizes this
      section and Sections 1301, 1302, 1303 and 1304; provided, however, that
      this provision does not apply to any shares with respect to which there
      exists any restriction on transfer imposed by the corporation or by any
      law or regulation; and provided, further, that this provision does not
      apply to any class of shares described in subparagraph (A) or (B) if
      demands for payment are filed with respect to 5 percent or more of the
      outstanding shares of that class.

             (2) Which were outstanding on the date for the determination of
      shareholders entitled to vote on the reorganization and (A) were not voted
      in favor of the reorganization or, (B) if described in subparagraph (A) or
      (B) of paragraph (1) (without regard to the provisos in that paragraph),
      were voted against the reorganization, or which were held of record on the
      effective date of a short-form merger; provided, however, that
      subparagraph (A) rather than subparagraph (B) of this paragraph applies in
      any case where the approval required by Section 1201 is sought by written
      consent rather than a meeting.

             (3) Which the dissenting shareholder has demanded that the
      corporation purchase at their fair market value, in accordance with
      Section 1301.


                                      B-1
<PAGE>   118
            (4) Which the dissenting shareholder has submitted the endorsement,
in accordance with Section 1302.

      (c) As used in this chapter, "dissenting shareholder" means the
recordholder of dissenting shares and includes a transferee of record.

SECTION 1301. DEMAND FOR PURCHASE

      (a) If, in the case of a reorganization, any shareholders of a corporation
have a right under Section 1300, subject to compliance with paragraphs (3) and
(4) of subdivision (b) thereof, to require the corporation to purchase their
shares for cash, such corporation shall mail to each such shareholder a notice
of the approval of the reorganization by its outstanding shares (Section 152)
within 10 days after the date of such approval, accompanied by a copy of
Sections 1300, 1302, 1303, 1304 and this section, a statement of the price
determined by the corporation to represent the fair market value of the
dissenting shares, and a brief description of the procedure to be followed if
the shareholder desires to exercise the shareholder's right under such sections.
The statement of price constitutes an offer by the corporation to purchase at
the price stated any dissenting shares as defined in subsection (b) of Section
1300, unless they lose their status as dissenting shares under Section 1309.

      (b) Any shareholder who has a right to require the corporation to purchase
the shareholder's shares for cash under Section 1300, subject to compliance with
paragraphs (3) and (4) of subdivision (b) thereof, and who desires the
corporation to purchase such shares shall make written demand upon the
corporation for the purchase of such shares and payment to the shareholder in
cash of their fair market value. The demand is not effective for any purpose
unless it is received by the corporation or any transfer agent thereof (1) in
the case of shares described in clause (i) or (ii) of paragraph (1) of
subdivision (b) of Section 1300 (without regard to the provisos in that
paragraph), not later than the date of the shareholders' meeting to vote upon
the reorganization, or (2) in any other case within 30 days after the date on
which the notice of the approval by the outstanding shares pursuant to
subdivision (a) or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder.

      (c) The demand shall state the number and class of the shares held of
record by the shareholder which the shareholder demands that the corporation
purchase and shall contain a statement of what such shareholder claims to be the
fair market value of those shares as of the day before the announcement of the
proposed reorganization or short-form merger. The statement of fair market value
constitutes an offer by the shareholder to sell the shares at such price.

SECTION 1302. ENDORSEMENT OF SHARES

      Within 30 days after the date on which notice of the approval by the
outstanding shares or the notice pursuant to subdivision (i) of Section 1110 was
mailed to the shareholder, the shareholder shall submit to the corporation at
its principal office or at the office of any transfer agent thereof, (a) if the
shares are certificated securities, the shareholder's certificates representing
any shares which the shareholder demands that the corporation purchase, to be
stamped or endorsed with a statement that the shares are dissenting shares or to
be exchanged for certificates of appropriate denomination so stamped or endorsed
or (b) if the shares are uncertificated


                                       B-2
<PAGE>   119
securities, written notice of the number of shares which the shareholder demands
that the corporation purchase. Upon subsequent transfers of the dissenting
shares on the books of the corporation, the new certificates, initial
transaction statement, and other written statements issued therefor shall bear a
like statement, together with the name of the original dissenting holder of the
shares.

SECTION 1303.  AGREED PRICE--TIME FOR PAYMENT

      (a) If the corporation and the shareholder agree that the shares are
dissenting shares and agree upon the price of the shares, the dissenting
shareholder is entitled to the agreed price with interest thereon at the legal
rate on judgments from the date of the agreement. Any agreements fixing the fair
market value of any dissenting shares as between the corporation and the holders
thereof shall be filed with the secretary of the corporation.

      (b) Subject to the provisions of Section 1306, payment of the fair market
value of dissenting shares shall be made within 30 days after the amount thereof
has been agreed or within 30 days after any statutory or contractual conditions
to the reorganization are satisfied, whichever is later, and in the case of
certificated securities, subject to surrender of the certificates therefor,
unless provided otherwise by agreement.

SECTION 1304.  DISSENTERS' ACTION TO ENFORCE PAYMENT

      (a) If the corporation denies that the shares are dissenting shares, or
the corporation and the shareholder fail to agree upon the fair market value of
the shares, then the shareholder demanding purchase of such shares as dissenting
shares or any interested corporation, within six months after the date on which
notice of the approval by the outstanding shares (Section 152) or notice
pursuant to subdivision (i) of Section 1110 was mailed to the shareholder, but
not thereafter, may file a complaint in the superior court of the proper county
praying the court to determine whether the shares are dissenting shares or the
fair market value of the dissenting shares or both or may intervene in any
action pending on such a complaint.

      (b) Two or more dissenting shareholders may join as plaintiffs or be
joined as defendants in any such action and two or more such actions may be
consolidated.

      (c) On the trial of the action, the court shall determine the issues. If
the status of the shares as dissenting shares is in issue, the court shall first
determine that issue. If the fair market value of the dissenting shares is in
issue, the court shall determine, or shall appoint one or more impartial
appraisers to determine, the fair market value of the shares.

SECTION 1305.  APPRAISERS' REPORT--PAYMENT--COSTS

      (a) If the court appoints an appraiser or appraisers, they shall proceed
forthwith to determine the fair market value per share. Within the time fixed by
the court, the appraisers, or a majority of them, shall make and file a report
in the office of the clerk of the court. Thereupon, on the motion of any party,
the report shall be submitted to the court and considered on such evidence as
the court considers relevant. If the court finds the report reasonable, the
court may confirm it.


                                      B-3
<PAGE>   120
      (b) If a majority of the appraisers appointed fail to make and file a
report within 10 days from the date of their appointment or within such further
time as may be allowed by the court or the report is not confirmed by the court,
the court shall determine the fair market value of the dissenting shares.

      (c) Subject to the provisions of Section 1306, judgment shall be rendered
against the corporation for payment of an amount equal to the fair market value
of each dissenting share multiplied by the number of dissenting shares which any
dissenting shareholder who is a party, or who has intervened, is entitled to
require the corporation to purchase, with interest thereon at the legal rate
from the date on which judgment was entered.

      (d) Any such judgment shall be payable forthwith with respect to
uncertificated securities and, with respect to certificated securities, only
upon the endorsement and delivery to the corporation of the certificates for the
shares described in the judgment. Any party may appeal from the judgment.

      (e) The costs of the action, including reasonable compensation to the
appraisers to be fixed by the court, shall be assessed or apportioned as the
court considers equitable, but, if the appraisal exceeds the price offered by
the corporation, the corporation shall pay the costs (including in the
discretion of the court attorneys' fees, fees of expert witnesses and interest
at the legal rate on judgments from the date of compliance with Sections 1300,
1301 and 1302 if the value awarded by the court for the shares is more than 125
percent of the price offered by the corporation under subdivision (a) of Section
1301).

SECTION 1306.  DISSENTING SHAREHOLDER'S STATUS AS CREDITOR

      To the extent that the provisions of Chapter 5 prevent the payment to any
holders of dissenting shares of their fair market value, they shall become
creditors of the corporation for the amount thereof together with interest at
the legal rate on judgments until the date of payment, but subordinate to all
other creditors in any liquidation proceeding, such debt to be payable when
permissible under the provisions of Chapter 5.

SECTION 1307.  DIVIDENDS PAID AS CREDIT AGAINST PAYMENT.

      Cash dividends declared and paid by the corporation upon the dissenting
shares after the date of approval of the reorganization by the outstanding
shares (Section 152) and prior to payment for the shares by the corporation
shall be credited against the total amount to be paid by the corporation
therefor.

SECTION 1308.  CONTINUING RIGHTS AND PRIVILEGES OF DISSENTING SHAREHOLDERS.

      Except as expressly limited in this chapter, holders of dissenting shares
continue to have all the rights and privileges incident to their shares, until
the fair market value of their shares is agreed upon or determined. A dissenting
shareholder may not withdraw a demand for payment unless the corporation
consents thereto.


                                      B-4
<PAGE>   121
SECTION 1309.  TERMINATION OF DISSENTING SHAREHOLDER STATUS.

      Dissenting shares lose their status as dissenting shares and the holders
thereof cease to be dissenting shareholders and cease to be entitled to require
the corporation to purchase their shares upon the happening of any of the
following:

            (a) The corporation abandons the reorganization. Upon abandonment of
      the reorganization, the corporation shall pay on demand to any dissenting
      shareholder who has initiated proceedings in good faith under this chapter
      all necessary expenses incurred in such proceedings and reasonable
      attorneys' fees.

            (b) The shares are transferred prior to their submission for
      endorsement in accordance with Section 1302 or are surrendered for
      conversion into shares of another class in accordance with the articles.

            (c) The dissenting shareholder and the corporation do not agree upon
      the status of the shares as dissenting shares or upon the purchase price
      of the shares, and neither files a complaint or intervenes in a pending
      action as provided in Section 1304, within six months after the date on
      which notice of the approval by the outstanding shares or notice pursuant
      to subdivision (i) of Section 1110 was mailed to the shareholder.

            (d) The dissenting shareholder, with the consent of the corporation,
      withdraws the shareholder's demand for purchase of the dissenting shares.

SECTION 1310. SUSPENSION OF PROCEEDINGS FOR PAYMENT OF PENDING LITIGATION.

    If litigation is instituted to test the sufficiency or regularity of the
votes of the shareholders in authorizing a reorganization, any proceedings under
Sections 1304 and 1305 shall be suspended until final determination of such
litigation.

SECTION 1311.  EXEMPT SHARES.

      This chapter, except Section 1312, does not apply to classes of shares
whose terms and provisions specifically set forth the amount to be paid in
respect to such shares in the event of a reorganization or merger.

SECTION 1312.  ATTACKING VALIDITY OF REORGANIZATION OR MERGER.

      (a) No shareholder of a corporation who has a right under this chapter to
demand payment of cash for the shares held by the shareholder shall have any
right at law or in equity to attack the validity of the reorganization or
short-form merger, or to have the reorganization or short-form merger set aside
or rescinded, except in an action to test whether the number of shares required
to authorize or approve the reorganization have been legally voted in favor
thereof; but any holder of shares of a class whose terms and provisions
specifically set forth the amount to be paid in respect to them in the event of
a reorganization or short-form merger is entitled to payment in


                                      B-5
<PAGE>   122
accordance with those terms and provisions or, if the principal terms of the
reorganization are approved pursuant to subdivision (b) of Section 1202, is
entitled to payment in accordance with the terms and provisions of the approved
reorganization.

      (b) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, subdivision (a) shall not
apply to any shareholder of such party who has not demanded payment of cash for
such shareholder's shares pursuant to this chapter; but if the shareholder
institutes any action to attack the validity of the reorganization or short-form
merger or to have the reorganization or short-form merger set aside or
rescinded, the shareholder shall not thereafter have any right to demand payment
of cash for the shareholder's shares pursuant to this chapter. The court in any
action attacking the validity of the reorganization or short-form merger or to
have the reorganization or short-form merger set aside or rescinded shall not
restrain or enjoin the consummation of the transaction except upon 10 days'
prior notice to the corporation and upon a determination by the court that
clearly no other remedy will adequately protect the complaining shareholder or
the class of shareholders of which such shareholder is a member.

      (c) If one of the parties to a reorganization or short-form merger is
directly or indirectly controlled by, or under common control with, another
party to the reorganization or short-form merger, in any action to attack the
validity of the reorganization or short-form merger or to have the
reorganization or short-form merger set aside or rescinded, (1) a party to a
reorganization or short-form merger which controls another party to the
reorganization or short-form merger shall have the burden of proving that the
transaction is just and reasonable as to the shareholders of the controlled
party, and (2) a person who controls two or more parties to a reorganization
shall have the burden of proving that the transaction is just and reasonable as
to the shareholders of any party so controlled.


                                       B-6
<PAGE>   123
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the DGCL provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation, a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's bylaws, disinterested director vote, stockholder
vote, agreement or otherwise.

      The Lucent Certificate provides that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of Lucent or is or was
serving at the request of Lucent as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, will be indemnified and held harmless by
Lucent to the fullest extent authorized by the DGCL, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits Lucent to provide broader indemnification rights
than said law permitted Lucent to provide prior to such amendment), against all
expense, liability and loss reasonably incurred or suffered by such person in
connection therewith. Such right to indemnification includes the right to have
Lucent pay the expenses incurred in defending any such proceeding in advance of
its final disposition, subject to the provisions of the DGCL. Such rights are
not exclusive of any other right which any person may have or thereafter acquire
under any statute, provision of the Certificate, Lucent By-Law, agreement, vote
of stockholders or disinterested directors or otherwise. No repeal or
modification of such provision will in any way diminish or adversely affect the
rights of any director, officer, employee or agent of Lucent thereunder in
respect of any occurrence or matter arising prior to any such repeal or
modification. The Certificate also specifically authorizes Lucent to maintain
insurance and to grant similar indemnification rights to employees or agents of
Lucent.

      The DGCL permits a corporation to provide in its certificate of
incorporation that a


                                      II-1
<PAGE>   124
director of the corporation shall not be personally liable to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability for (i) any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) any transaction from which the director derived an improper
personal benefit.

      The Lucent Certificate provides that a director of Lucent will not be
personally liable to Lucent or its stockholders for monetary damages for breach
of fiduciary duty as a director, except, if required by the Lucent as amended
from time to time, for liability (i) for any breach of the director's duty of
loyalty to Lucent or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, which concerns unlawful payments of
dividends, stock purchases or redemptions, or (iv) for any transaction from
which the director derived an improper personal benefit. Neither the amendment
nor repeal of such provision will eliminate or reduce the effect of such
provision in respect of any matter occurring, or any cause of action, suit or
claim that, but for such provision, would accrue or arise prior to such
amendment or repeal.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

      The following is a list of Exhibits included as part of this Registration
Statement. Lucent agrees to furnish supplementally a copy of any omitted
schedule to the Commission upon request. Items marked with an asterisk are filed
herewith.



*   2.1     Agreement and Plan of Merger dated as of October 14, 1997 among
            Lucent Technologies Inc., LaSalle Acquisition, Inc. and Livingston
            Enterprises, Inc. (included as Appendix A to the Proxy
            Statement/Prospectus).

    3.1     Restated Certificate of Incorporation of Lucent is hereby
            incorporated by reference to Exhibit No. (3.1) to Amendment No. 3 to
            the Registration Statement on Form S-1 of Lucent filed with the SEC
            on April 1, 1996 (Registration No. 333-00703) ("Amendment No. 3").

    3.2     By-Laws of Lucent are hereby incorporated by reference to Exhibit
            No. (3.2) to Amendment No. 3.

    4.3     Rights Agreement between Lucent and First Chicago Trust Company of
            New York, as Rights Agent, dated as of April 4, 1996 in hereby
            incorporated by reference to Exhibit No. (4.2) to Amendment No.3.

*   5.1     Opinion of Lucent Vice President - Law, as to the legality of the
            securities being registered.

*   8.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation as to certain United States federal income tax 
            consequences of the Merger.

*   11.1    Statement re: Computation of Per Share Earnings.

*   23.1    Consent of KPMG Peat Marwick LLP, dated October 23, 1997.

*   23.2    Consent of Coopers & Lybrand L.L.P., dated October 23, 1997.


                                      II-2
<PAGE>   125
*   23.3    Consent of Lucent Vice President - Law (included as part of Exhibit
            5.1) dated October 23, 1997.

*   23.4    Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation (included as part of Exhibit 8.1) dated October 23,
            1997.

*   23.5    Consent of Lucent Vice President - Taxes and Tax Counsel dated
            October 23, 1997.

*   24.1    Powers of Attorney.

*   99.1    Form of proxy to be mailed to holders of Livingston Common Stock.

- ----------
*  Filed herewith


ITEM 22. UNDERTAKINGS


      (a) The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933.

            (ii) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the aggregate,
    represent a fundamental change in the information set forth in the
    registration statement. Notwithstanding the foregoing, any increase or
    decrease in volume of securities offered (if the total dollar amount of
    securities offered would not exceed that which was registered) and any
    deviation from the low or high end of the estimated offering range may be
    reflected in the form of prospectus filed with the Commission pursuant to
    Rule 424(b) if, in the aggregate, the changes in volume and price represent
    no more than a 20 percent change in the maximum aggregate offering price set
    forth in the "Calculation of Registration Fee" table in the effective
    registration statement.

            (iii) To include any material information with respect to the plan
    of distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


                                      II-3
<PAGE>   126
      (b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.

      (c) (1) The Registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

      (2) The Registrant undertakes that every prospectus (i) that is filed
pursuant to the paragraph immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

      (d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

      (e) The Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
this registration statement through the date of responding to the request.

      (f) The Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved


                                      II-4
<PAGE>   127
therein, that was not the subject of and included in the registration statement
when it became effective.


                                      II-5

<PAGE>   128
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement or amendment thereto
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Murray Hill, New Jersey, on the 23rd day of October, 1997.

                                     LUCENT TECHNOLOGIES INC.


                                     By:   /s/ James S. Lusk
                                          --------------------------------------
                                          Name:  James S. Lusk
                                          Title:   Vice President and Controller

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities and on the date indicated.


Principal Executive Officer:

Richard A. McGinn
Chief Executive Officer

Principal Financial Officer:

Donald K. Peterson
Executive Vice President
and Chief Financial Officer

Principal Accounting Officer:          By:    /s/ James S. Lusk
                                           -------------------------------------
                                           (James S. Lusk
James S. Lusk                               attorney-in-fact)*
Vice President and Controller

Directors:

Paul A. Allaire                        October 23, 1997
Carla A. Hills
Drew Lewis
Richard A. McGinn
Paul H. O'Neill
Donald S. Perkins                      * by power of attorney
Henry B. Schacht
Franklin A. Thomas
John A. Young.


                                
                                      II-6

<PAGE>   129



*   2.1     Agreement and Plan of Merger dated as of October 14, 1997 among
            Lucent Technologies Inc., LaSalle Acquisition, Inc. and Livingston
            Enterprises, Inc. (included as Appendix A to the Proxy
            Statement/Prospectus).

    3.1     Restated Certificate of Incorporation of Lucent is hereby
            incorporated by reference to Exhibit No. (3.1) to Amendment No. 3 to
            the Registration Statement on Form S-1 of Lucent filed with the SEC
            on April 1, 1996 (Registration No. 333-00703) ("Amendment No. 3").

    3.2     By-Laws of Lucent are hereby incorporated by reference to Exhibit
            No. (3.2) to Amendment No. 3.

    4.3     Rights Agreement between Lucent and First Chicago Trust Company of
            New York, as Rights Agent, dated as of April 4, 1996 in hereby
            incorporated by reference to Exhibit No. (4.2) to Amendment No. 3.

*   5.1     Opinion of Lucent Vice President - Law, as to the legality of the
            securities being registered.

*   8.1     Opinion of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation as to certain United States federal income tax 
            consequences of the Merger.

*   11.1    Statement re: Computation of Per Share Earnings.

*   23.1    Consent of KPMG Peat Marwick LLP, dated October 23, 1997.

*   23.2    Consent of Coopers & Lybrand L.L.P., dated October 23, 1997.

*   23.3    Consent of Lucent Vice President - Law (included as part of Exhibit
            5.1) dated October 23, 1997.

*   23.4    Consent of Wilson Sonsini Goodrich & Rosati, Professional
            Corporation (included as part of Exhibit 8.1) dated October 23, 
            1997.

*   23.5    Consent of Lucent Vice President -- Taxes and Tax Counsel dated
            October 23, 1997.

*   24.1    Powers of Attorney.

*   99.1    Form of proxy to be mailed to holders of Livingston Common Stock.

- ----------
*  Filed herewith

                                      

<PAGE>   1

                                                                     Exhibit 2.1

  Agreement and Plan of Merger Filed as Appendix A to Proxy Statement/Prospectus

Non-Material Schedules to Agreement and Plan of Merger.

1. Disclosure Schedule;

2. Exhibit A, Form of Letter From Livingston Affiliates Addressed to Lucent
   Pursuant to Rule 145;

3. Exhibit B, Employment Contract Between Lucent and Steven M. Willens;

4. Exhibit C, Form of Non-Competition and Non-Disclosure Agreement;

5. Exhibit D-1, Form of Lucent and Lasalle Acquisition, Inc. Tax Representation
   Letter; and

6. Exhibit D-2, Form of Livingston Tax Representation Letter.

   Upon Request Any of These Omitted Schedules Will Be Furnished Supplementally
to the Commission Pursuant to Regulation S-K Item 601(b)2.


<PAGE>   1
                                                                Exhibit 5.1




                                        October 23, 1997


Lucent Technologies, Inc.
600 Mountain Avenue
Murray Hill, New Jersey 07974

Ladies and Gentlemen:

        I have acted as counsel for Lucent Technologies Inc., a Delaware
corporation ("Lucent"), in connection with the preparation of a Registration
Statement on Form S-4 (the "Registration Statement") to be filed on the date
hereof by Lucent with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933 (the "Act"). The Registration Statement
relates to the proposed issuance by Lucent of up to 7,666,129 shares (the
"Shares") of its common stock, $.01 par value per share (together with the
attached Rights to Purchase Junior Preferred Stock, the "Common Stock"),
pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as
of October 14, 1997 among Lucent, LaSalle Acquisition, Inc., a California
corporation and a wholly-owned subsidiary of Lucent ("LaSalle"), and Livingston
Enterprises, Inc., a California corporation ("Livingston"). The Merger Agreement
provides for the acquisition of Livingston by means of a merger (the "Merger")
of LaSalle with and into Livingston, with Livingston being the surviving
corporation. The Registration Statement includes a Proxy Statement/Prospectus.

        I have examined such corporate records, certificates and other
documents as I have considered necessary or appropriate for the purposes of
this opinion. In such examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as copies. In
examining agreements executed by parties other than Lucent and LaSalle, I have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and also have assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents, and the validity and binding effect thereof. As to
any facts material to the opinion expressed herein which I have not
independently verified or established, I have relied upon statements and
representations of officers and representatives of Lucent and others.

<PAGE>   2


Lucent Technologies Inc.
October 23, 1997
Page 2



        Based on such examination, I am of the opinion that the Shares have
been duly authorized for issuance and when issued in accordance with the terms
and conditions of the Merger Agreement will be validly issued, fully paid and
non-assessable.

        I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to me in the Proxy
Statement/Prospectus that forms a part of the Registration Statement. In giving
such consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Act.


                                Very truly yours,



                                /s/ Pamela F. Craven

                                Pamela F. Craven
                                Vice President--Law

<PAGE>   1
                                                                     Exhibit 8.1






                                 October 23, 1997



Livingston Enterprises, Inc.
4464 Willow Road
Pleasanton, California 94588


      RE:   MERGER AMONG LUCENT TECHNOLOGIES INC., LASALLE ACQUISITION, INC.
            AND LIVINGSTON ENTERPRISES, INC.

Ladies and Gentlemen:

      We have acted as counsel to Livingston Enterprises, Inc., a California
corporation ("Livingston") in connection with the proposed merger (the "Merger")
of LaSalle Acquisition, Inc. ("Merger Sub"), a California corporation and a
wholly-owned subsidiary of Lucent Technologies, Inc., a Delaware corporation
("Lucent"), with and into Livingston pursuant to an Agreement and Plan of Merger
dated as of October 14, 1997 (the "Merger Agreement"), by and among Lucent,
Merger Sub and Livingston. The Merger and certain proposed transactions incident
thereto are described in the Registration Statement on Form S-4 (the
"Registration Statement") of Lucent which includes the Proxy
Statement/Prospectus of Lucent and Livingston (the "Proxy
Statement/Prospectus"). This opinion is being rendered pursuant to the
requirements of Item 21(a) of Form S-4 under the Securities Act of 1933, as
amended. Unless otherwise indicated, any capitalized terms used herein and not
otherwise defined have the meaning ascribed to them in the Proxy
Statement/Prospectus.

      In connection with this opinion, we have examined and are familiar with
the Merger Agreement, the Registration Statement, and such other presently
existing documents, records and matters of law as we have deemed necessary or
appropriate for purposes of our opinion. In addition, we have assumed (i) that
the Merger will be consummated in the manner contemplated by the Proxy
Statement/Prospectus and in accordance with the provisions of the Merger
Agreement and (ii) the truth and accuracy of the representations, warranties
made by Lucent, Livingston and Merger Sub in the Merger Agreement, and (iii) the
truth and accuracy of the certificates of representations to be provided to us
by Lucent, Livingston, Merger Sub and certain shareholders of Livingston.

      Based upon and subject to the foregoing, the discussion contained in the
Registration Statement under the caption "Certain Federal Income Tax
Consequences," subject to the limitations and qualifications described therein,
expresses our opinion as to the material Federal income tax consequences if the
Merger is effected in accordance with the terms of the Merger Agreement.
<PAGE>   2
Livingston Enterprises, Inc.
October 23, 1997
Page 2

Because this opinion is being delivered prior to the Effective Time of the
Merger, it must be considered prospective and dependent on future events. There
can be no assurance that changes in the law will not take place which could
affect the Federal income tax consequences of the Merger or that contrary
positions may not be taken by the Internal Revenue Service.

      This opinion is furnished to you solely for use in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to our
firm name wherever appearing in the Registration Statement with respect to the
discussion of the material Federal income tax consequences of the Merger,
including the Proxy Statement/Prospectus constituting a part thereof, and any
amendment thereto. In giving this consent, we do not thereby admit that we in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we thereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                                    Very truly yours,


                                    /s/ WILSON SONSINI GOODRICH & ROSATI
                                    ------------------------------------
                                    WILSON SONSINI GOODRICH & ROSATI
                                    Professional Corporation

<PAGE>   1
                                                                    Exhibit 11.1

<TABLE>
<CAPTION>
                                                         Year ended August 31,
                                --------------------------------------------------------------------------
                                   1993            1994            1995            1996            1997
                                ----------      ----------      ----------      ----------      ----------
<S>                             <C>             <C>             <C>             <C>             <C>
Net income...................       86,000       1,027,000       4,904,000       8,845,000      12,431,000
                                ==========      ==========      ==========      ==========      ==========
Weighted average common
  shares outstanding.........   12,150,000      12,150,000      12,150,000      12,172,000      12,341,000

Common stock options, 
  utilizing treasury stock
  method when dilutive.......           --              --         419,000       1,672,000       1,993,000
                                ----------      ----------      ----------      ----------      ----------
Weighted average shares
  outstanding................   12,150,000      12,150,000      12,569,000      13,844,000      14,334,000
                                ==========      ==========      ==========      ==========      ==========

Earnings per share...........          .01             .08             .39             .64             .87
                                       ===             ===             ===             ===             ===
</TABLE>

<PAGE>   1

                                                        Exhibit 23.1


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the inclusion in the Registration Statement dated October 23, 1997
on Form S-4 of Livingston Enterprises, Inc. of our report dated September 26,
1997, except as to Notes 10 and 11, which are as of October 14, 1997, for the
years ended August 31, 1996 and 1997 and for each of the years in the three-year
period ended August 31, 1997 and to the reference to our firm under the heading
"Experts" in the Prospectus.

                                                /s/ KPMG Peat Marwick LLP

Palo Alto, California
October 23, 1997

<PAGE>   1

                                                                    Exhibit 23.2


                            COOPERS & LYBRAND L.L.P.




                        Consent of Independent Auditors



        We consent to the incorporation by reference in the registration
statement of Lucent Technologies Inc. on Form S-4 of our report dated October
24, 1996, on our audits of the consolidated financial statements and financial
statement schedule of Lucent Technologies Inc. and subsidiaries at September
30, 1996, and December 31, 1995 and for the nine months ended September 30,
1996 and for the years ended December 31, 1995 and 1994 which report is
included in the Company's Transition Report on Form 10-K. We also consent to
the reference to our firm under the caption "Experts."


                                        /s/ Coopers & Lybrand L.L.P.


1301 Avenue of the Americas
New York, New York
October 23, 1997


<PAGE>   1
                                                                    Exhibit 23.3

                               Consent of Lucent
                              Vice President - Law

        Included as part of Exhibit 5.1.

<PAGE>   1
                                                                    Exhibit 23.4

                           Consent of Wilson Sonsini
                  Goodrich & Rosati, Professional Corporation

        Included as part of Exhibit 5.2.

<PAGE>   1
                                                                    Exhibit 23.5

                    [Letterhead of Lucent Technologies Inc.]
                             [William R. Carapezzi]

October 23, 1997

        Re:  Registration Statement of Lucent Technologies Inc.
             on Form S-4 relating to Livingston Enterprises, Inc.

        Reference is made to the above-captioned Registration Statement on Form
S-4 and the Proxy Statement/Prospectus contained therein to be filed on the
date hereof by Lucent Technologies Inc., pursuant to the Securities Act of 1933.

        I hereby consent to the reference to me in the Proxy Statement/
Prospectus under the caption "Legal Matters."

                                                  /s/ William R. Carapezzi, Jr.
- -                                                 -----------------------------
                                                      William R. Carapezzi, Jr.

<PAGE>   1
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 7th day of October, 1997.


                                      By:      /s/ RICHARD A. MCGINN
                                               --------------------------------
                                               Name: Richard A. McGinn
                                               Title:  Chief Executive Officer
                                                       and Director
<PAGE>   2
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of October, 1997.



                                   By:      /s/ DONALD K. PETERSON
                                            ------------------------------------
                                            Name: Donald K. Peterson
                                            Title: Executive Vice President and
                                                    Chief Financial Officer
<PAGE>   3
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of October, 1997.



                                       By:      /s/ JAMES S. LUSK
                                                --------------------------------
                                                Name: James S. Lusk
                                                Title: Vice President and
                                                        Controller
                               
<PAGE>   4
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of October, 1997.



                                        By:      /s/ PAUL A. ALLAIRE
                                                 -------------------------------
                                                 Name: Paul A. Allaire
                                                 Title: Director
<PAGE>   5
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 5th day of October, 1997.



                                      By:      /s/ CARLA A. HILLS
                                               --------------------------------
                                               Name: Carla A. Hills
                                               Title: Director
<PAGE>   6
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 5th day of October, 1997.



                                        By:      /s/ DREW LEWIS
                                                 ------------------------------
                                                 Name: Drew Lewis
                                                 Title: Director
<PAGE>   7
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of October, 1997.



                                      By:      /s/ PAUL H. O'NEILL
                                               --------------------------------
                                               Name: Paul H. O'Neill
                                               Title: Director
<PAGE>   8
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 5th day of October, 1997.



                                      By:      /s/ DONALD S. PERKINS
                                               --------------------------------
                                               Name: Donald S. Perkins
                                               Title: Director
<PAGE>   9
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 21st day of October, 1997.


                                     By:      /s/ HENRY B. SCHACHT
                                              ---------------------------------
                                              Name: Henry B. Schacht
                                              Title: Chairman of the Board
<PAGE>   10
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 4th day of October, 1997.



                                     By:      /s/ FRANKLIN A. THOMAS
                                              ---------------------------------
                                              Name: Franklin A. Thomas
                                              Title: Director
                                  
                                
<PAGE>   11
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

         WHEREAS, Lucent Technologies Inc., a Delaware corporation (hereinafter
referred to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement or registration statements with respect to the issuance
of common shares, par value $.01 per share, of the Company (including the
related Preferred Share Purchase Rights), in connection with the proposed merger
of the Company or a subsidiary of the Company and Livingston Enterprises, Inc.;
and


         WHEREAS, the undersigned is a director and/or officer of the Company,
as indicated below his or her signature:


         NOW, THEREFORE, the undersigned hereby constitutes and appoints Donald
K. Peterson, Florence L. Walsh, and James S. Lusk and each of them, as attorneys
for and in the name, place and stead of the undersigned, and in the capacity of
the undersigned as a director and/or officer of the Company, to execute and file
any such registration statement with respect to the above-described common
shares and thereafter to execute and file any amended registration statement or
statements with respect thereto or amendments or supplements to any of the
foregoing, hereby giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully, to all
intents and purposes, as the undersigned might or could do if personally present
at the doing thereof, hereby ratifying and confirming all that said attorneys
may or shall lawfully do, or cause to be done, by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
this 5th day of October, 1997.



                                       By:      /s/ JOHN A. YOUNG
                                                -------------------------------
                                                Name: John A. Young
                                                Title: Director



<PAGE>   1
                                                                Exhibit 99.1

          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                        OF LIVINGSTON ENTERPRISES, INC.
                        SPECIAL MEETING OF SHAREHOLDERS

        The undersigned shareholder of Livingston Enterprises, Inc., a
California corporation, hereby acknowledges receipt of the Notice of Special
Meeting of Shareholders and Proxy Statement/Prospectus each dated November   ,
1997 and hereby appoints Steven M. Willens and Steven A. Hess or either of
them, proxies and attorneys-in-fact, with full power to each of substitution,
on behalf and in the name of the undersigned to represent the undersigned at
the Special Meeting of Shareholders of Livingston Enterprises, Inc. to be held
on December   , 1997 at 10:00 a.m., local time, at the Company's principal
executive offices located at 4464 Willow Road, Pleasanton, California 94588 and
at any postponement or adjournment thereof, and to vote all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:

[SEE REVERSE SIDE]
<PAGE>   2
[X] Please mark your votes as in this example.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:

1.  Approval and adoption of the
    Agreement and Plan of Merger
    pursuant to which the Company
    will become a wholly owned            FOR      AGAINST      ABSTAIN
    subsidiary of Lucent                  [ ]        [ ]          [ ]
    Technologies Inc.


                                    THIS PROXY WILL BE VOTED AS DIRECTED OR, IF
                                    NO CONTRARY DIRECTION IS INDICATED, WILL BE
                                    VOTED AS FOLLOWS: FOR APPROVAL AND ADOPTION
                                    OF THE AGREEMENT AND PLAN OF MERGER, AND AS
                                    THE PROXY HOLDERS DEEM ADVISABLE ON SUCH
                                    OTHER MATTERS AS MAY COME BEFORE THE
                                    MEETING.

                                    PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
                                    HEREON. IF THE STOCK IS REGISTERED IN THE
                                    NAMES OF TWO OR MORE PERSONS, EACH SHOULD
                                    SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
                                    GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD
                                    THEIR TITLES. IF SIGNER IS A CORPORATION,
                                    PLEASE GIVE FULL CORPORATE NAME AND HAVE A
                                    DULY AUTHORIZED OFFICER SIGN, STATING TITLE.
                                    IF SIGNER IS A PARTNERSHIP, PLEASE SIGN IN
                                    PARTNERSHIP NAME BY AUTHORIZED PERSON.

                                    PLEASE SIGN, DATE AND PROMPTLY RETURN THIS
                                    PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH
                                    IS POSTAGE PREPAID IF MAILED IN THE UNITED
                                    STATES.


SIGNATURE(S)____________________________________________ DATE________________

SIGNATURE(S)____________________________________________ DATE________________

NOTE: (This Proxy should be marked, signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)




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