-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HUBW6lH3KoSqTqDmethbYc+4BLE6ft31rWZ0YoZXlpCtfgeYGqRw8zBTpYgRwE7Z buxNb1ilIAzbvjxLbr00sg== 0000940180-97-000723.txt : 19970820 0000940180-97-000723.hdr.sgml : 19970820 ACCESSION NUMBER: 0000940180-97-000723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970819 SROS: NYSE GROUP MEMBERS: GTE CORP GROUP MEMBERS: GTE CORPORATION GROUP MEMBERS: GTE MASSACHUSETTS INCORPORATED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BBN CORP CENTRAL INDEX KEY: 0000013021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042164398 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10403 FILM NUMBER: 97666323 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGE PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6178732000 MAIL ADDRESS: STREET 1: 150 CAMBRIDGE PARK DR CITY: CAMBRIDGE STATE: MA ZIP: 02640 FORMER COMPANY: FORMER CONFORMED NAME: BOLT BERANEK & NEWMAN INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GTE CORP CENTRAL INDEX KEY: 0000040858 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 131678633 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE STAMFORD FORUM CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2039652000 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TELEPHONE & ELECTRONICS CORP DATE OF NAME CHANGE: 19820816 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN INVESTMENT PROGRAMS COMMON STOC DATE OF NAME CHANGE: 19700209 SC 13D/A 1 AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D under the Securities Exchange Act of 1934 (Amendment No. 3) (Final Amendment) BBN CORPORATION (Name of Issuer) Common Stock, $1.00 Par Value (Including the Associated Rights) (Title of Class of Securities) 055283105 (CUSIP Number of Class of Securities) William P. Barr, Esq. GTE Corporation One Stamford Forum Stamford, Connecticut 06904 (203) 965-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Bidders) Copy to: Jeffrey J. Rosen, Esq. O'Melveny & Myers LLP 153 East 53rd Street New York, New York 10022 212-326-2000 August 15, 1997 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note. Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) Schedule 13D - ------------------------------------------------------------------------------- CUSIP NO. 13D PAGE 2 OF 9 PAGES - -------- ----------------- 055283105 - --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON GTE MASSACHUSETTS INCORPORATED 06-1483073 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCES OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES NONE -------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED NONE -------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING NONE -------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 2 Schedule 13D - ------------------------------------------------------------------------------- CUSIP NO. 13D PAGE 3 OF 9 PAGES - -------- ----------------- 055283105 - --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON GTE CORPORATION 13-1678633 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCES OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 20,432,435 SHARES OF COMMON STOCK -------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED NONE -------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 20,432,435 SHARES OF COMMON STOCK -------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,432,435 SHARES OF COMMON STOCK - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO, HC - -------------------------------------------------------------------------------- 3 This Amendment No. 3 (Final Amendment) to Schedule 13D amends and supplements the Schedule 13D originally filed, as amended (the "Schedule 13D"), in conjunction with the Tender Offer Statement on Schedule 14D-1 on May 12, 1997 (the "Schedule 14D-1") by GTE Massachusetts Incorporated, a Massachusetts corporation ("Purchaser"), and GTE Corporation, a New York corporation ("Parent"), relating to the tender offer (the "Offer") by Purchaser to purchase all outstanding shares of common stock, par value $1.00 per share (including the associated common stock purchase rights) (collectively, the "Shares"), of BBN Corporation, a Massachusetts corporation (the "Company"), at $29.00 per Share, net to the seller in cash, on the terms and subject to the conditions set forth in the Offer to Purchase dated May 12, 1997 and in the related Letter of Transmittal. Amendment No. 1 to the Schedule 13D, dated June 3, 1997, and Amendment No. 2 to the Schedule 13D, dated June 9, 1997, were filed in conjunction with amendments to the Schedule 14D-1. The Offer was made pursuant to an Agreement and Plan of Merger dated as of May 5, 1997 (the "Merger Agreement") by and among the Company, Purchaser and Parent. Capitalized terms not defined herein have the meanings assigned thereto in the Merger Agreement, which is attached as Exhibit (c)(1) to the Schedule 14D-1. In connection with the foregoing, Purchaser and Parent hereby amend and supplement the Schedule 13D as follows: ITEM 5 INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Items 5(a)-(c) and (e) are hereby amended and supplemented by the addition of the following paragraphs thereto: (a)-(b) The information set forth in rows 7 through 11 of each Cover Page of this Amendment No. 3 (Final Amendment) to Schedule 13D is incorporated herein by reference. (c) On August 15, 1997, pursuant to the terms and conditions of the Merger Agreement, Purchaser was merged with and into the Company such that the Company became a wholly-owned subsidiary of Parent and Purchaser ceased to exist as an independent entity (the "Merger"). Each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or held by any wholly-owned Subsidiary of the Company, Shares owned by Parent, Purchaser or any wholly-owned subsidiary of Parent, or Shares held by dissenting stockholders who properly exercise and perfect their appraisal rights under Chapter 156B of the General Laws of Massachusetts) was, by virtue of the Merger, converted into the right to receive $29.00 in cash. Each Share held in the treasury of the Company or by any wholly-owned Subsidiary of the Company and each Share held by Parent or any wholly-owned Subsidiary of Parent immediately prior to the Effective Time was, by virtue of the Merger, cancelled and retired and ceased to exist. Simultaneously, each share of the common stock, $0.01 par value, of Purchaser was, by virtue of the Merger, converted into one share of the common stock of the Company. Accordingly, Parent owns 20,432,435 shares of the common stock of the Company, which is 100% of the outstanding common stock thereof. In addition, a Form 15 will be filed with the Commission as soon as practicable in order to deregister the common 4 stock of the Company. A press release relating to the foregoing is filed as Exhibit (a)(12) to the Schedule 13D and is incorporated herein by reference. (e) By virtue of the Merger, on August 15, 1997, Purchaser ceased to exist and so is no longer is a beneficial owner of the Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and supplemented by the addition of the following exhibit thereto: Exhibit (a)(12) Press Release issued by Parent dated August 15, 1997. 5 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 19, 1997 GTE Corporation By: /s/ Marianne Drost ---------------------------------------- Name: Marianne Drost Title: Secretary BBN CORPORATION (as successor in interest to GTE Massachusetts Incorporated) By: /s/ Ralph Goldwasser ---------------------------------------- Name: Ralph Goldwasser Title: Senior Vice President and Chief Financial Officer 6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ---------- ----------- Exhibit (a)(12) Press Release issued by Parent dated August 15, 1997. 7 EX-99.(A)(12) 2 PRESS RELEASE ISSUED BY PARENT DATED 08/15/1997 NEWS RELEASE - ------------ Exhibit 99.(a)(12) Contact: Peter Thonis, 617-873-3512 (After 6 p.m., 617-237-4163) Aug. 15, 1997 SUMMARY: GTE COMPLETES ACQUISITION OF BBN. STAMFORD, Conn. -- GTE Corp. today announced that it has completed its acquisition of BBN Corporation, which has become a wholly owned subsidiary of GTE. The acquisition was completed following a meeting today of BBN stockholders, as required by Massachusetts law, at which the BBN stockholders, including GTE, approved the merger of a GTE subsidiary with BBN. At the time of the meeting, GTE owned shares representing approximately 94 percent of the voting power of the outstanding BBN stock. In the merger, each BBN share not owned by GTE was converted into the right to receive $29 in cash, without interest. The acquisition of BBN is a key component of GTE's data strategy, one of a series of steps GTE is taking to be a market-leading national provider of voice, video and data services. BBN is part of GTE Internetworking, the business unit responsible for the implementation of GTE's data strategy. George H. Conrades, CEO and president of BBN, also was named corporate executive vice president and president of GTE Internetworking on July 9. - more - 8 GTE-2 BACKGROUND ON BBN AND GTE ------------------------- BBN (www.bbn.com) is one of the nation's leading providers of Internet access and valued-added services of businesses. It offers Fortune 1000 companies a complete set of managed Internet services, including high-speed and dial-up access, systems development and electronic-commerce support, network security, and Web hosting services. BBN also provides internetworking innovation and funded research and development for government and commercial customers. BBN's Internet customers include many of the world's top information technology, manufacturing and financial services companies. With revenues of more than $21 billion in 1996, GTE (www.gte.com) is one of the largest publicly held telecommunications companies in the world. In the United States, GTE offers local and wireless service in 29 states and long-distance service in all 50 states. GTE was the first among its peers to offer "one-stop shopping" for local, long-distance and Internet access services. Outside the United States, where GTE has operated for more than 40 years, the company services approximately 7 million customers. GTE is also a leader in government and defense communications systems and equipment, directories and telecommunications-based information services, and aircraft-passenger telecommunications. # # # 9 -----END PRIVACY-ENHANCED MESSAGE-----