Exhibit (a)(6)
[LEXENT LETTERHEAD]
August 24, 2001
To: Valued Employee/Option Holder
From: Heather Sisler
Manager of Corporate Services
Re: Amendment and Supplement to the Offer to Exchange, dated August 17, 2001
We have previously sent to you an Offer to Exchange and a Letter of
Transmittal relating to our offer to exchange outstanding options to purchase
shares of our common stock having an exercise price of $13.50 or more for new
options with an exercise price to be determined. This memorandum amends and
supplements information contained in the Offer to Exchange, as follows:
The offer expires at 12:00 midnight on September 14, 2001. Therefore, you
must deliver, before 12:00 midnight, New York, New York time, on September 14,
2001, a properly completed and duly executed Letter of Transmittal and any other
documents required by the letter of transmittal to Lexent Inc., Attention:
Heather Sisler, Manager of Corporate Services, Three New York Plaza, New York,
New York 10004 (facsimile: (212) 981-9417). If the offer is extended by us
beyond September 14, 2001, you must deliver these documents to Ms. Sisler before
the extended expiration of the offer.
You may withdraw your election to tender options at any time before 12:00
midnight, New York, New York time, on September 14, 2001. If we extend the offer
beyond that time, you may withdraw your election to tender options at any time
until the extended expiration of the offer. In addition, you may withdraw at any
time after 12:00 midnight, New York, New York time, on October 15, 2001 if we
have not yet closed the offer and cancelled your tendered options. For purposes
of the offer, the definition of the term "business day" means any day other than
a Saturday, Sunday or U.S. Federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight.
You should be aware that promptly after the expiration of the offer, we
will notify each tendering option holder indicating the number of shares subject
to the options that we have accepted for exchange and cancelled, the
corresponding number of shares that will be subject to the new options and the
expected grant date of the new options.
In addition, please note that the safe harbor under the Private Securities
Litigation Reform Act of 1995 is not available with respect to statements that
are made in connection with the offer.
The Offer to Exchange is further amended to add certain summary financial
information concerning Lexent Inc. as set forth below:
Year Ended December 31, Six Months Ended
---------------------- ----------------
1999 2000 June 30, 2001
---- ---- -------------
Results of Operations: (in thousands, except per share data)
Revenues....................................... $150,862 $295,993 $139,149
Operating income (loss)........................ 16,214 20,561 (19,734)
Net income (loss).............................. $ 7,952 $ 8,576 $(11,050)
======== ======== ========
Net income (loss) per share:
Basic....................................... $ 0.32 $ 0.27 $ 0.27
======== ======== ========
Diluted..................................... $ 0.24 $ 0.22 $ 0.27
======== ======== ========
Weighted average shares:
Basic....................................... 22,721 30,839 41,307
====== ====== ======
Diluted..................................... 33,531 38,266 *
====== ====== ======
As of December 31, As of June 30,
----------------- -------------
1999 2000 2001
---- ---- ----
Financial Position:
Current assets................................. $53,654 $181,702 $60,052
Noncurrent assets.............................. 6,725 17,299 20,987
Current liabilities............................ 27,957 40,891 33,711
Noncurrent liabilities......................... 16,216 $7,629 4,172
Book value per common share.................... $0.16 $3.66 $3.45
*Anti-dilutive, therefore, not presented.
You should consider the information set forth in this Amendment and
Supplement and the previously supplied information contained in the Offer to
Exchange in deciding whether to participate in the offer (or whether to modify
or rescind your election to participate in the offer if you have already made an
election). Any questions or requests for assistance or additional copies of
documents referred to in this Amendment and Supplement may be directed to:
Lexent Inc.
Attention: Heather Sisler
Manager of Corporate Services
Three New York Plaza
New York, New York 10004
Telephone: (212) 981-9429
Facsimile: (212) 981-9417