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FORM 10-K/A
Amendment No. 1 to Form 10-K, filed December 27, 1994
Securities and Exchange Commission
Washington, D.C. 20549 Commission File No. 1-6435
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(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, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Transition Period From to
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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)
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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:
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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
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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 9/13/94 of Common Stock held by other than directors and
officers of registrant: $285,863,769
Indicate the number of shares outstanding of each of the registrant's
classes of common stock.
Common Stock, $1.00 par value, outstanding 9/13/94: 16,768,449 shares
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Documents Incorporated by Reference
Portions of the Annual Report to Shareholders for the fiscal year ended
June 30, 1994 are incorporated by reference into Items 1, 5, 6, 7, 8, and
14.
Portions of the definitive Proxy Statement dated September 28, 1994 are
incorporated by reference into Items 10, 11, and 12. <PAGE>
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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. 1
The undersigned registrant hereby amends its Annual Report for the year
ended June 30, 1994 on Form 10-K, as set forth in the pages attached hereto,
By adding 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
BOLT BERANEK AND NEWMAN INC.
By: Ralph A. Goldwasser
Senior Vice President and
Chief Financial Officer
December 27, 1994 <PAGE>
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Exhibit Index
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Exhibit
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23.1 Consent of Independent Accountants
99.1 Form 11-K with respect to the Bolt Beranek and Newman
Inc. Retirement Trust <PAGE>
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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, 1994 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, 1994 and 1993 and related statement of changes in net assets available
for Plan Benefits for the year ended June 30, 1994 which are included on Form
11-K.
COOPERS & LYBRAND
Boston, Massachusetts
December 27, 1994 <PAGE>
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Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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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)
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Pursuant to the requirements of the Securities Exchange Act of 1934, 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
Stephen P. Heinrich
Trustee
Bolt Beranek and Newman Inc.
Retirement Trust
Vice President
Bolt Beranek and Newman Inc.
December 27, 1994 <PAGE>
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BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
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INDEX
Page(s)
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Report of Independent Accountants 2
Financial Statements:
Statements of Net Assets Available for Plan Benefits,
June 30, 1994 and 1993 *
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended June 30, 1994 *
Notes to Financial Statements *
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment Purposes
at June 30, 1994 *
Item 27d - Schedule of Reportable Transactions for the
year ended June 30, 1994 *
NOTE: Certain supplemental schedules required by the Employee Retirement
Income Security Act of 1974 have not been included herein, as they
are not applicable to the Bolt Beranek and Newman Inc. Retirement
Trust.
NOTE: Page references relate solely to this document in its traditional
filing format.
NOTE: * - Financial statements and schedules prepared in accordance with the
financial reporting requirements of ERISA for the Bolt Beranek and
Newman Inc. Retirement Trust are being filed in paper under cover of
Form SE. <PAGE>
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REPORT OF INDEPENDENT ACCOUNTANTS
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To the Board of Trustees and Plan Administrators of
Bolt Beranek and Newman Inc. Retirement Trust:
We have audited the statements of net assets available for plan benefits of
the Bolt Beranek and Newman Inc. Retirement Trust (the "Plan") as of June 30,
1994 and 1993 and the related statement of changes in net assets available
for plan benefits for the year ended June 30, 1994. These financial
statements are the responsibility of the Board of Trustees and the Plan
Administrators. 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, 1994 and 1993, and the changes in net assets available
for plan benefits for the year ended June 30, 1994 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, 1994
