WASHINGTON (MarketWatch) -- Before Alcatel (ALA) reached a deal to buy Lucent Technologies (LU), the two companies outlined terms on the combined companies' structure, location and even its name in order to protect Lucent's prerogatives and create a "merger of equals," according to a regulatory disclosure on Tuesday.

Lucent shareholders will vote on the deal at a special meeting Sept. 7, according to a filing made by French telecommunications company Alcatel with the Securities and Exchange Commission. Alcatel already had scheduled its shareholder vote for that day.

On March 16, more than two weeks before the deal was announced, Lucent and Alcatel sketched out a preliminary agreement on such issues as the location of the headquarters (France), the structure of the board (equal contributions from both companies), and the name of the combined companies (which will consist solely of neither company's name.)

The companies' global research and development headquarters and North American operating headquarters are to be in New Jersey, Lucent's home state.

While negotiations were still in progress Lucent was contacted by a reporter to confirm that merger talks were taking place, Tuesday's filing said. The companies decided to issue a press release stating that they were working to complete "a merger of equals." However, the two sides didn't disclose that they had worked out a non-binding set of principles aimed in part to reinforce Lucent's equality in the buyout by Alcatel.

Those principles included a structure for the board of directors that was described in Tuesday's filing. The new board will consist of Alcatel Chairman and Chief Executive Serge Tchuruk, Lucent Chairman and Chief Executive Patricia F. Russo, five members from each company's board and two independent directors mutually agreed upon.

The two independent directors will be "one French and one European," Tuesday's disclosure said.

The structure of the board ensures that no director will have a tiebreaking vote, the filing said. The companies agreed that Tchuruk will be non-executive chairman of the board of directors of the combined company, and Russo will be chief executive.

The deal is, however, structured as a buyout, as Alcatel will exchange nearly a fifth of an Alcatel American Depositary Receipt for each Lucent share. Lucent closed at $2.71 on Tuesday, and Alcatel ADRs closed at $14.18, making the deal worth about $2.77 a share to Lucent holders.

For a year after the merger is completed, a two-thirds majority vote of the board will be required to fill a board vacancy. For three years after the merger, a two-thirds majority will be required to replace the chairman or the chief executive.

The board also will have four committees with equal representation from Alcatel and Lucent.

The companies even reached an understanding about board meetings. "(T)o the extent practicable, board meetings (will) be split evenly between France and the United States," the Alcatel filing said.

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