<PAGE>
<PAGE>
FORM 10-K/A
Amendment No. 2 to Form 10-K, filed April 4, 1994
Securities and Exchange Commission
Washington, D.C. 20549 Commission File No. 1-6435
- ----------------------------------------------------------------------------
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended June 30, 1992
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period From to
-------------- --------------
- ----------------------------------------------------------------------------
BOLT BERANEK AND NEWMAN INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2164398
(State of Incorporation) (IRS Employer Identification Number)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
(Address of principal executive offices) (Zip Code)
(6l7) 873-2000
(Registrant's telephone number, including area code)
- ----------------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
Common Stock, $1.00 par value New York Stock Exchange
6% Convertible Subordinated
Debentures New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Warrants to Purchase Common Stock issued in connection with BBN Advanced
Computer Partners, L.P.
- ----------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
------- -------
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in the definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
Market value at 9/9/92 of Common Stock held by other than directors and
officers of registrant: $64,152,449
Indicate the number of shares outstanding of each of the registrant's
classes of common stock.
Common Stock, $1.00 par value, outstanding 9/9/92: 15,596,978 shares
- ----------------------------------------------------------------------------
Documents Incorporated by Reference
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1992 are incorporated by reference into Items 1, 5, 6, 7, 8, and
14.
Portions of the definitive Proxy Statement dated September 24, 1992 are
incorporated by reference into Items 10, 11, 12 and 13. <PAGE>
<PAGE>
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15(d) of
The Securities Exchange Act of 1934
BOLT BERANEK AND NEWMAN INC.
Form 10-K/A
Amendment No. 2
The undersigned registrant hereby amends its Annual Report for the year
ended June 30, 1992 on Form 10-K, as set forth in the pages attached hereto,
By deleting Exhibits 24.2, Consent of Independent Accountants, and 28.1
containing information, financial statements, and exhibits required by
Form 11-K with respect to the Bolt Beranek and Newman Inc. Retirement
Trust and replacing them in their entirety by Exhibits 23.1, Consent of
Independent Accountants, and 99.1 containing information, financial
statements, and exhibits required by Form 11-K with respect to the Bolt
Beranek and Newman Inc. Retirement Trust attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on behalf of the
undersigned, thereunto duly authorized.
BOLT BERANEK AND NEWMAN INC.
By: George H. Conrades
President
April 4, 1994 <PAGE>
<PAGE>
Exhibit Index
-------------
Exhibit
- -------
23.1 Consent of Independent Accountants
99.1 Form 11-K with respect to the Bolt Beranek and Newman
Inc. Retirement Trust <PAGE>
<PAGE>
<PAGE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Bolt Beranek and Newman Inc. on Form S-8 (File No. 33-31385) of our report
dated December 21, 1992 on our audits of the statement of net assets available
for plan benefits of the Bolt Beranek and Newman Inc. Retirement Trust as of
June 30, 1992 and 1991 and related statement of changes in net assets available
for Plan Benefits for the year ended June 30, 1992 which are included on Form
11-K.
COOPERS & LYBRAND
Boston, Massachusetts
April 4, 1994 <PAGE>
<PAGE>
<PAGE>
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTON 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1992
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
for the transition period from ____________ to ____________.
Commission File No. 1-6435
A. BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST
(Full title of plan)
B. Bolt Beranek and Newman Inc.
150 CambridgePark Drive
Cambridge, MA 02140
(Name and address of issuer)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1933, the
trustees have duly caused the annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
BOLT BERANEK AND NEWMAN INC.
RETIREMENT TRUST
Ralph A. Goldwasser
Trustee
Bolt Beranek and Newman Inc.
Retirement Trust
Senior Vice President and Chief
Financial Officer
Bolt Beranek and Newman Inc.
April 4, 1994
<PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
----------------------------
INDEX
Page(s)
-------
Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
June 30, 1992 and 1991 3
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended June 30, 1992 4
Notes to Financial Statements 5-10
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at June 30, 1992 11
Schedule of Loans or Fixed Income Obligations 12
Schedule of Leases in Default or Classified as
Uncollectible 13
Schedule of Reportable Transactions for the year ended
June 30, 1992 14
Schedule of Nonexempt Transactions 15
Note: Page references relate solely to this document in its traditional
filing format.
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
----------------------------
To the Board of Trustees and Plan Administrators of
Bolt Beranek and Newman Inc. Retirement Plan:
We have audited the statements of net assets available for plan benefits
of the Bolt Beranek and Newman Inc. Retirement Plan (the "Plan") as of June
30, 1992 and 1991 and the related statement of changes in net assets
available for plan benefits for the year ended June 30, 1992. These
financial statements are the responsibility of the Plan Administrators and
the Board of Trustees. Our responsibility is to express an opinion on
these financial 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 financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of June 30, 1992 and 1991, and the changes in net
assets available for plan benefits for the year ended June 30, 1992 in
conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules
are presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
are fairly stated in all material respects, in relation to the basic
financial statements taken as a whole.
Coopers & Lybrand
Boston, Massachusetts
December 21, 1992
<PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
June 30, 1992 and 1991
----------------------------
ASSETS 1992 1991
------------ ------------
Investments at fair value (Notes B, D, E and F) $158,882,916 $144,630,826
Employer contributions receivable 2,178,274 131,388
Interest and dividends receivable 13,787 24,464
------------ ------------
TOTAL ASSETS $161,074,977 $144,786,678
============ ============
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Accrued administrative expenses $ 19,006 $ 27,344
------------ ------------
TOTAL LIABILITIES 19,006 27,344
------------ ------------
Net assets available for plan benefits (Note I) $161,055,971 $144,759,334
============ ============
The accompanying notes are in integral
part of the financial statements. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
For the year ended June 30, 1992
----------------------------
Additions:
Employer contributions (Note B) $ 6,534,633
Employee contributions (Note B) 781,787
Investment income (Notes B and D) 10,343,530
Net appreciation in fair value of
investments (Notes B and K) 8,237,162
------------
25,897,112
------------
Deductions:
Termination and death benefits paid
to participants 6,474,739
Net depreciation in fair value of investments 3,087,558
Administrative expenses (Note H) 38,178
------------
9,600,475
------------
Net additions 16,296,637
Net assets available for plan benefits,
beginning of year 144,759,334
------------
Net assets available for plan benefits,
end of year $161,055,971
============
The accompanying notes are an integral
part of the financial statements. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
----------------------------
A. Plan Description:
-----------------
The Bolt Beranek and Newman Inc. Retirement Plan is a qualified defined
contribution plan established in 1954 to provide retirement benefits
for domestic employees of Bolt Beranek and Newman Inc. and its
subsidiaries (hereinafter Bolt Beranek and Newman Inc. and its
participating subsidiaries are referred to as the "Company") who have
completed one year of service, as defined.
B. Summary of Significant Accounting Policies:
-------------------------------------------
Investments Valuation
---------------------
Investments in mutual and money market fund shares are valued based on
reported net asset values. Investments in common stocks are carried at
quoted market values. The investment in the John Hancock Venture
Capital Fund, a limited partnership, is carried at the Plan's
proportionate share of the Fund's net asset value. The Plan's limited
partnership interest is not readily marketable.
The Plan presents in the statement of changes in net assets available
for Plan benefits the net appreciation (depreciation) in the fair value
of its investments which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
Contributions
-------------
Employer contributions are recorded for each plan year in such amounts
as have been voted by the Company pursuant to the provisions of the
Plan and include amounts paid directly to participants as elective cash
options, if any.
Employee contributions are recorded in the period when received from
the participant directly or in which the Company makes payroll
deductions from those Plan participants who have authorized voluntary
contributions to be withheld. Employee contributions are subject to
certain limitations imposed by the Internal Revenue Code and may
require the subsequent return of a portion of the contributions made
during the previous plan year.
Other
-----
Purchases and sales of securities are reflected on a trade-date basis.
Gains or losses on sales of investments are determined based on the
average cost method.
Investment income includes dividends, capital gains distributions and
interest income and are reinvested as earned. Dividends and capital
gains distributions are recorded on the ex-dividend date. Interest
income is recorded as earned. The management and service fees of the
Fidelity Group of Funds are charged to operations of the respective funds.
<PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------
C. Benefits and Vesting:
---------------------
The Plan receives contributions as voted annually by the Company
according to the terms of the Plan. Voluntary contributions by a
participating employee may be made in any amounts up to those permitted
under the Internal Revenue Code. A participating employee may withdraw
their voluntary contributions up to the lesser of the then current
value of their contributions or the actual amount contributed by the
participating employee.
Plan participants are 100% vested (benefits to which the participant is
entitled regardless of future service with the Company) in the portion
of the annual employer contribution credited to their account which
exceeds 7 1/2% of their credited compensation, as defined. The
remaining portion of the participants' account balance vest at the rate
of 2 1/12% per month; thus upon completion of four years of
participation, employees become fully vested. Upon disability,
retirement at age 65 or death, an employee is 100% vested with respect
to all of the employer contributions.
Forfeitures of nonvested employer credits are allocated to the
remaining plan participants as provided by the plan.
D. Investment Funds of the Trust:
------------------------------
A description of the investment funds of the Plan at June 30, 1992 is
as follows:
- Retirement Government Money Market Portfolio (a portfolio of
Fidelity Money Market Trust) is generally intended for investors in
tax-saving retirement plans. The Portfolio seeks as high a level
of current income as is consistent with the preservation of capital
and liquidity by investing in obligations issued or guaranteed as
to principal and interest by the U.S. government, its agencies or
instrumentalities, and in repurchase agreements secured by these
obligations. The Portfolio's objective is to be a conservative,
low-risk investment.
- Fidelity Puritan Fund is a growth and income fund. The Fund's
investment objective emphasizes income by investing in a broadly
diversified portfolio of high-yielding securities. These
securities include common stock, preferred stock, and bonds. The
Fund seeks to achieve capital growth in addition to regular
quarterly dividends. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------
D. Investment Funds of the Trust, continued:
-----------------------------------------
- Fidelity Equity-Income Fund is a growth and income fund. The Fund
seeks a yield that exceeds the composite yield of the Standard and
Poor's 500 Index, and considers the potential for capital
appreciation when selecting fund investments. The Fund invests
primarily in common and preferred stocks, but can also invest in
bonds and convertible securities. Dividend amounts will vary,
depending on the yields of the securities held in the portfolio.
- Fidelity Magellan Fund is a growth fund. The Fund seeks long-term
capital appreciation by investing in stocks of both well-known and
lesser-known companies with above-average growth potential and a
correspondingly higher level of risk. Securities may be of foreign
and domestic companies. On August 31, 1989, $16,637,000 was
transferred to Fidelity Magellan Fund from the Fidelity Freedom
Fund which was discontinued as an investment option.
- Fidelity U.S. Equity Index Portfolio (a portfolio of Fidelity
Institutional Trust) seeks to provide investment results that
correspond to the total return performance of the companies
comprising the Standard & Poor's
500 index.
- Trustees' Fund investments include the remaining investments of a
former investment option and a money market fund account to
accumulate interim employer contributions. The investments consist
of qualifying employer securities within the meaning of Section
407(d) of ERISA, money market funds and a venture capital fund.
- On November 1, 1989, the BBN Stock Fund was added an an investment
option. Participants may allocate up to 15% of the value of their
accounts in this Fund which consists solely of Bolt Beranek and
Newman Inc. common stock.
- On July 1, 1990, the Fidelity Europe Fund was added as an
investment option. The Fund is a growth fund which seeks long-term
capital appreciation by investing in securities of issuers that
have their principal activities in Western Europe. The Fund
invests primarily in foreign securities, including common stock,
securities convertible into common stock, and debt instruments. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------
D.Investment Funds of the Trust, continued:
-----------------------------------------
Participants may reallocate their individual accounts among the
available investment options once each month. No allocations are
allowed to or from the Trustees' Fund. Proceeds from investments
maturing or sold in this fund will be invested in the Fidelity Group
Mutual Funds in accordance with the participants selected fund
allocations.
E.Loans:
------
With the approval of the Plan Administrators, participants may borrow an
amount up to one-half of the vested interest in their accounts, with the
maximum amount loaned not to exceed $50,000. Interest is charged at a
reasonable fixed rate established by the Administrators of the Plan to
approximate market interest rates (10% as of January 6, 1992). The loan
must be repaid in substantially equal installments, payable not less
frequently than quarterly, within a reasonable period specified by the
Administrators, not to exceed five years.
F.Investments:
------------
Investments held by the Plan at June 30, 1992 and 1991 in each fund are
summarized as follows:
1992 1991
------------------------- -------------------------
Cost Market Cost Market
------------ ------------ ------------ ------------
Fidelity Retirement
Govmnt. Money Market
Portfolio $ 40,770,986 $ 40,770,986 $ 40,677,236 $ 40,677,236
Fidelity Puritan Fund 41,888,925 46,920,053 39,312,759 40,170,528
Fidelity Magellan Fund 34,017,903 34,611,072 27,928,446 28,360,378
Fidelity Equity
Income Fund 23,059,017 24,371,337 22,672,720 21,091,770
Fidelity US Equity
Index Fund 2,767,926 3,053,854 2,773,765 2,884,383
Fidelity Europe Fund 2,370,491 2,389,237 2,422,419 2,006,055
Trustees' Fund 5,118,027 5,442,666 7,368,950 7,894,477
BBN Stock Fund 811,959 637, 040 848,039 1,017,168
------------ ------------ ------------ ------------
$150,805,234 158,196,245 $144,004,334 144,101,995
============ ============
Loans to Participants 686,671 528,831
------------ ------------
$158,882,916 $144,630,826
============ ============
At June 30, 1992 and 1991, Fidelity Puritan Fund, Fidelity Equity-Income
Fund, Fidelity Magellan Fund, and Fidelity Retirement Government Money
Market Portfolio each exceeded 5% of the net assets available for plan
benefits. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------
G.Tax Status:
-----------
The Internal Revenue Service has determined that the Plan is a qualified
plan under Section 401(a) of the Internal Revenue Code and is therefore
exempt from federal income taxes under the provisions of Section 501(a).
The most recent amendment, primarily related to the BBN Stock Fund (see
Note D) and to effect certain changes in the Internal Revenue Code, was
made to the Plan during fiscal 1989. Additional amendments are
expected, within the period prescribed by the Internal Revenue Service,
to conform the Plan to other changes in law.
H.Administrative Expenses:
------------------------
Administrative expenses consist primarily of those costs associated with
the independent audit and charges assessed by the Plan's recordkeeper.
Certain other administrative expenses of the Plan are absorbed directly by the
Company.
I.Termination Priorities:
-----------------------
While the Company has established the Plan with the intention and
expectation that contributions will continue indefinitely, the Company
may terminate the Plan at any time without any liability whatsoever for
such discontinuance or termination. In the event that the Board of
Directors of the Company votes to terminate the Plan, the Plan would be
discontinued as of the date specified in the notice of termination
directed to the Trustees. Upon such termination of the Plan, each
participating employee's interest in employer credits would become fully
vested and nonforfeitable. After payment of proper expenses by the
Trustees, the Trust would be liquidated and each participating employee
(or beneficiary of a deceased participating employee) would be entitled
to receive their interest in the Trust fund, as of the date of
liquidation, in cash or in kind, in a single payment. Net assets
available for Plan benefits at June 30, 1992 do not reflect any
provision for liquidation expenses or for costs related to disposition
of investments. Participants remaining at the time of liquidation would
bear all such costs.
J.Subsequent Event:
-----------------
Effective October 1, 1991, the Company sold an 80% interest in Acentech
Incorporated to that subsidiary's senior management. In connection with
the disposition of Acentech Incorporated, the Trustees of the Plan
directed Fidelity Institutional Retirement Services Company to transfer
all assets in respect of all Acentech participants in the Plan to the
Acentech Incorporated Retirement Trust. The transfer totalled
$3,087,557 relating to 38 participants. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS, Continued
----------------------------
K.Net Appreciation (Depreciation) in the Fair Value of Investments:
-----------------------------------------------------------------
The net appreciation (depreciation) of investment funds for the year
ended June 30, 1992 are as follows:
Fidelity Puritan Fund $4,673,404
Fidelity Equity - Income Fund 2,919,015
Fidelity Magellan Fund 587,462
Fidelity Europe Fund 334,969
Fidelity U.S. Equity Index Fund 263,755
Trustees' Fund (198,065)
BBN Stock Fund (343,378)
----------
TOTAL $8,237,162
========== <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
ITEM 30A - SCHEDULE OF ASSETS HELD
FOR INVESTMENT PURPOSES
At June 30, 1992
----------------------------
Description Cost Market
----------- ------------ ------------
Number of Shares (S),
Number of Loans (L),
or Amount (A)
Mutual Funds
- ------------
3,176,713 (S) Fidelity Puritan Fund $ 41,888,925 $ 46,920,053
892,723 (S) Fidelity Equity Income Fund 23,059,017 24,371,337
539,618 (S) Fidelity Magellan Fund 34,017,903 34,611,072
198,948 (S) Fidelity U.S. Equity Index
Portfolio 2,767,926 3,053,854
139,152 (S) Fidelity Europe Fund 2,370,491 2,389,237
Money Market Funds
- ------------------
4,416,934 (S) Fidelity Money Market Trust 4,416,934 4,416,934
195,892 (S) Fidelity Daily Income Trust 195,892 195,892
88,643 (S) Fidelity Cash Reserves 88,643 88,643
40,770,986 (S) Fidelity Retirement Government
Money Market Portfolio 40,770,986 40,770,986
Partnerships
- ------------
370,460 (A) John Hancock Venture Capital Fund 370,460 359,012
Common Stock
- ------------
218,198 (S) Bolt Beranek and Newman Inc. 858,057 1,019,225
Loans to Participants
- ---------------------
130 (L) Loans to Participants
Various principal amounts maturing
through 6/30/97 with interest rates
from 8% to 13% 686,671
------------ ------------
$150,805,234 $158,882,916
============ ============ <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
ITEM 30B - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
----------------------------
This schedule is non-applicable. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
ITEM 30C - SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE
----------------------------
This schedule is non-applicable. <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
ITEM 30D- SCHEDULE OF REPORTABLE TRANSACTIONS
For the year ended June 30, 1992
----------------------------
The following schedule itemizes those securities for which the
aggregate amount of purchase or sale transactions, or for which a single
transaction, was in excess of 5% of the current fair value of the Plan's
net assets at July 1, 1991.
Aggregate Reportable Transactions
---------------------------------
Gain
Description of Security Purchases Sales (Loss)
- ----------------------- ----------- ----- --------
Fidelity Retirement Government
Money Market Portfolio 14,133,168 14,039,418
Fidelity Puritan Fund 9,264,987 (1) 500,044
Fidelity Magellan Fund 14,153,008 8,489,777 426,228
Single Reportable Transactions
------------------------------
There were no single transactions in excess of 5% of the current fair
value of the Plan's net assets at July 1, 1991.
(1) Transaction value less than 5% of Plan assets <PAGE>
<PAGE>
BOLT BERANEK AND NEWMAN INC. RETIREMENT PLAN
ITEM 30E - SCHEDULE OF NONEXEMPT TRANSACTIONS
----------------------------
This schedule is non-applicable. <PAGE>
<PAGE>
