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FORM 10-K/A
Amendment No. 1 to Form 10-K, filed December 26, 1996
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, 1996
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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BBN Corporation (formerly 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 9/17/96 of Common Stock held by other than directors
and officers of registrant: $387,219,840
Indicate the number of shares outstanding of each of the registrant's classes
of common stock.
Common Stock, $1.00 par value, outstanding 9/17/96: 20,962,734 shares
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Documents Incorporated by Reference
Portions of the definitive Proxy Statement dated October 2, 1996 relating to
the Annual Meeting held on November 6, 1996 are incorporated by reference into
Items 10, 11, 12, and 13 of Form 10-K.
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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
BBN Corporation
Form 10-K/A
Amendment No. 1
The undersigned registrant hereby amends its Annual Report for the year ended
June 30, 1996 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 behalf of the
undersigned, thereunto duly authorized.
BBN Corporation
By: Paul F. Brauneis
Vice President and
Corporate Controller
December 26, 1996
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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
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
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We consent to the incorporation by reference in the registration statement
of BBN Corporation on Form S-8 (File No. 33-31385) of our report dated December
12, 1996, on our audits of the statements of net assets available for plan
benefits of the Bolt Beranek and Newman Inc. Retirement Trust as of June 30,
1996 and 1995 and related statement of changes in net assets available for plan
benefits for the year end June 30, 1996, which report is included on Form 11-K.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
December 20, 1996
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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, 1996
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. BBN Corporation (formerly 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
Bruce L. Haskin
Trustee
Bolt Beranek and Newman Inc.
Retirement Trust
Treasurer
BBN Corporation
December 26, 1996
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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, 1996 and 1995 *
Statement of Changes in Net Assets Available for
Plan Benefits for the year ended June 30, 1996 *
Notes to Financial Statements *
Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes at June 30, 1996 *
Item 27d - Schedule of Reportable Transactions for the
year ended June 30, 1996 *
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.
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Trustees and Plan Administrators of
Bolt Beranek and Newman Inc. Retirement Trust:
We have audited the accompanying statements of net assets available for plan
benefits of the Bolt Beranek and Newman Inc. Retirement Trust (the "Plan") as
of June 30, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended June 30, 1996. These financial
statements are the responsibility of the Plan's management. 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, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended June 30, 1996, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, as listed
in the accompanying index, 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 Fund Information in the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits 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 L.L.P.
Boston, Massachusetts
December 12, 1996
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