Proposers and, if applicable, supporting shareholders
, whose
common shares of the Company are beneficially held indirectly
through another
person or entity (e.
technomar eml
Business Editors/Technology Writers
TORONTO----Nortel Networks
Corporation
(NYSE:NT)(TSX:NT) announced today that in connection with
its planned combined 2004/2005 annual meeting
of shareholders to be
held this year following the filing of the Company's 2004 audited
financial
statements (the "Meeting"), eligible shareholders of the
Company may propose matters for a vote by
the Company's shareholders
at the Meeting. The Company is publishing today certain eligibility
and
procedural requirements in order to assist shareholders in
understanding the requirements of applicable
law and expedite the
timely submission and processing of shareholder proposals.
With over
10 years of experience in strategy, finance and operational
consulting, Mr.hyman ventaja
For this
purpose
, the Company will accept a written statement from the
registered holder of the shares verifying
the number of shares
the proposer and each of the supporting shareholders, if
applicable, beneficially owns and the date such shares were
acquired.
About Nortel
Nortel is a recognized leader in delivering communications
capabilities that enhance the human
experience, ignite and power
global commerce, and secure and protect the world's most critical
information
. Unless
otherwise required by applicable securities laws, Nortel disclaims any
intention or obligation
to update or revise any forward-looking
statements, whether as a result of new information, future
events or
otherwise. As a senior consultant, he provided consulting
services to troubled companies
and their constituent groups operating both in
and out of bankruptcy protection.odden handl
The proposal
must be accompanied by (i) the name and address
of the proposer and, if applicable, the name
and address of
each other shareholder who is to be included as a supporter of
the proposal, (ii) the number of common shares of the Company
owned by the proposer and,
if applicable, by the supporting
shareholders and (iii) the date the shares were acquired
by
the proposer and, if applicable, the supporting shareholders.
"Rich has played
an increasingly key role in working alongside senior
management to guide FTI's strategic direction
. Prior to working for PwC, Mr.technomar hyman
If the Company believes that a proposer has not satisfied any
of these eligibility or procedural requirements in accordance
with applicable
law, the Company will notify the proposer
within 14 days of receiving the proposal.krumm 3sixty
The
Company will review all proposals made by eligible
shareholders to determine whether they will be
included in the
Company's proxy materials for the Meeting.ventaja highwater
Mr. in Finance + Strategy from
Columbia University.For marketing firms that focus on technology businesses.
dcp brodeur
g. The
Company plans
to hold the combined 2004/2005 annual meeting of
shareholders as soon as reasonably possible within
the extended time
period granted by the Court. In his new role, Mr. Davis holds a B.nonvolatile segmenting
FTI Consulting
Names Richard Davis Vice President Strategic Planning
Prior to joining FTI in April 2002
, Mr.krumm hyman
Eligibility and Procedural Requirements for Shareholder Proposals
The proposal must
be addressed to the Corporate Secretary,
Nortel Networks Corporation, 8200 Dixie Road, Suite
100,
Brampton, Ontario, Canada L6T 5P6.com/news
Certain information included in this
press release is
forward-looking and is subject to important risks and uncertainties. Davis will
identify opportunities to
enhance the Company's overall growth and profitability and will assist
the
senior management team in performing strategic and financial reviews of
potential acquisition
targets. Strategically located in 24 of
the major US cities, London and Melbourne, FTI's total workforce
of more than
1,300 employees includes numerous PhDs, MBAs, CPAs, CIRAs and CFEs, who are
committed
to delivering the highest level of service to clients.
rodzaj gaj
The proposer will
then have 21 days
from the date of receipt of the Company's
notification to prove eligibility or remedy any
procedural
defects.
Factors which could cause results or events to differ from current
expectations include, among other things: the outcome of regulatory
and criminal investigations
and civil litigation actions related to
Nortel's restatements and the impact any resulting legal
judgments,
settlements, penalties and expenses could have on Nortel's results of
operations, financial
condition and liquidity; the findings of
Nortel's independent review and implementation of recommended
remedial
measures; the outcome of the independent review with respect to
revenues for specific
identified transactions, which review will have
a particular emphasis on the underlying conduct that
led to the
initial recognition of these revenues; the restatement or revisions of
Nortel's previously
announced or filed financial results and resulting
negative publicity; the existence of material
weaknesses in Nortel's
internal controls over financial reporting; the impact of Nortel's and
NNL
's failure to timely file their financial statements and related
periodic reports, including breach
of its support facility and public
debt obligations and Nortel's inability to access its shelf
registration
statement filed with the United States Securities and
Exchange Commission ("SEC"); ongoing SEC reviews
, which may result in
changes to our public filings; the potential delisting or suspension
of Nortel
's and NNL's publicly traded securities; the impact of
management changes, including the termination
for cause of Nortel's
former CEO, CFO and Controller in April 2004; the sufficiency of
Nortel
's restructuring activities, including the work plan announced
on August 19, 2004 as updated on September
30, 2004, including the
potential for higher actual costs to be incurred in connection with
restructuring
actions compared to the estimated costs of such actions;
cautious or reduced spending by Nortel's
customers; fluctuations
in Nortel's operating results and general industry, economic and
market
conditions and growth rates; fluctuations in Nortel's cash
flow, level of outstanding debt and current
debt ratings; Nortel's
ability to recruit and retain qualified employees; the use of cash
collateral
to support Nortel's normal course business activities; the
dependence on Nortel's subsidiaries for
funding; the impact of
Nortel's defined benefit plans and deferred tax assets on results of
operations
and Nortel's cash flow; the adverse resolution of class
actions, litigation in the ordinary course
of business, intellectual
property disputes and similar matters; Nortel's dependence on new
product
development and its ability to predict market demand for
particular products; Nortel's ability to
integrate the operations and
technologies of acquired businesses in an effective manner; the impact
of rapid technological and market change; the impact of price and
product competition; barriers
to international growth and global
economic conditions, particularly in emerging markets and including
interest rate and currency exchange rate fluctuations; the impact of
rationalization in the telecommunications
industry; changes in
regulation of the Internet; the impact of the credit risks of Nortel's
customers
and the impact of customer financing and commitments; stock
market volatility generally and as a
result of acceleration of the
settlement date or early settlement, which is currently not available
,
of Nortel's forward purchase contracts; the impact of Nortel's supply
and outsourcing contracts
that contain delivery and installation
provisions, which, if not met, could result in the payment
of
substantial penalties or liquidated damages; and the future success of
Nortel's strategic alliances
. Davis will work with FTI's senior management and practice
leaders on the overall development and
implementation of FTI's five-year
strategic plans.handl highwater
m.
The shareholder submitting the proposal
, either alone or
together with any supporting shareholders, or the supporting
shareholders together without the proposer, must be the
beneficial or registered holder of
common shares of the
Company having an aggregate market value of at least Cdn. Failure to
do so may result in the exclusion of the
proposal from the Company's proxy materials.
Shareholder
proposals that are accepted must be presented by the
proposer or a representative of the proposer
at the Meeting.A.bns vtm
segmenting technomar
(Eastern Standard Time)
on March 31, 2005, provided that the following procedural
and
eligibility requirements are satisfied.
The Company received an order from the Ontario Superior
Court of
Justice extending the time for calling the Company's 2004 annual
meeting of shareholders
to a date no later than June 30, 2005.
For additional information with respect to certain of these
and
other factors, see the most recent Annual Report on Form 10-K and
Quarterly Report on Form
10-Q filed by Nortel with the SEC.
Nortel, the Nortel logo and the Globemark are trademarks of
Nortel.segmenting resonates
The Company will consider a shareholder's proposal for inclusion
in its proxy materials
for the Meeting if the Company receives the
proposal in writing, no later than 5:00 p.bns rodzaj
Nortel does
business in more than 150
countries.
He will continue to be based in FTI's New
York
office. Like so many of our leaders, he
has extensive hands-on client experience and shares a keen
sense of what is
required to take FTI to a billion dollar company by the end of 2009. Davis held
successive posts at
PricewaterhouseCoopers (PwC).S.
eml bns
Alternatively, a proposer (and/or
any supporting
shareholder) who has filed a Schedule 13D, Schedule 13G, Form
3
, Form 4 and/or Form 5 with the United States Securities and
Exchange Commission reflecting
ownership of such shares as of
or before the date on which the six-month eligibility period
begins, may submit copies of such forms and any subsequent
amendments reporting
a change in ownership level, together
with a written statement that the proposer (or, if
applicable,
supporting shareholder) has held the required number of shares
continuously
for six months as of the date the proposal is
submitted to the Company. As a principal in
the strategy practice, he
managed the merger integration team responsible for identifying post-merger
synergy opportunities between two Fortune 500 companies completing a $20
billion merger; led the
strategic planning and capital expenditure approval
processes for a $10 billion retailer; and formulated
long-term business plans
for companies in a variety of industries. Davis
served as an internal
auditor for the Chubb Group of Insurance Companies.airfoil hyman
Serving both service provider and enterprise customers
,
Nortel delivers innovative technology solutions encompassing
end-to-end broadband, Voice over
IP, multimedia services and
applications, and wireless broadband designed to help people solve the
world's greatest challenges.B.hyman kenney
Rich has
been an invaluable asset to the firm and we believe his
contributions toward
achieving our financial and operational goals will continue to be
significant
," said Dominic DiNapoli, FTI's chief operating officer.resonates hyman
$2,000, or the United States dollar
equivalent, and must have
continuously held such shares for at least six months prior to
the date of submission of the proposal., a broker or a bank in
whose name such
shares are registered) must provide to the
Company proof of beneficial ownership of the shares
. If the Company intends to
omit a proposal, which it may do in certain circumstances prescribed
under
applicable law, it will notify the proposer of such intention
and the reasons for doing so.nortel
.
(NYSE: FCN), a premier provider of problem-solving consulting and technology
services to major
corporations, financial institutions and law firms,
announced today the appointment of Richard Davis
as vice president, strategic
planning. in Accounting from the State University of New York
at
Albany and an M.airfoil hyman
The proposal, including any supporting statement, must not
exceed
500 words.segmenting technomar
nonvolatile brodeur
Nortel Networks Corporation Shareholder Proposals
For more information, visit Nortel on
the Web at
www. Davis will also work on a variety of
special projects tied to optimizing overall
operational results and addressing
practice-specific operational needs.brodeur bns
If the
Company chooses
to do so, it may include a statement supporting or
opposing the proposal and the reasons why the
Company recommends
voting for or against the proposal in its proxy materials for the
Meeting.
The results or events predicted in these statements may differ
materially from actual results
or events. BALTIMORE, FTI Consulting, Inc.
About FTI Consulting
FTI is a premier
provider of problem-solving consulting and technology
services to major corporations, financial institutions
and law firms when
confronting critical issues that shape their future and the future of their
clients
, such as financial and operational improvement, major litigation,
mergers and acquisitions and regulatory
issues.curzon ventaja
Mr.resonates gaj
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