SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: JUNE 19, 1997
BBN CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS
(State or other jurisdiction of incorporation)
1-6435 04-2164398
(Commission File Number) (I.R.S. Employer Identification Number)
150 CAMBRIDGEPARK DRIVE, CAMBRIDGE, MASSACHUSETTS 02140
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (617) 873-2000
(Former name or former address, if changed since last report.)
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
(a) Change in Control. On June 10, 1997, GTE Corporation, a New York
Corporation ("GTE"), announced that its wholly-owned subsidiary, GTE
Massachusetts Incorporated, a Massachusetts corporation ("Purchaser"), had
accepted for payment all shares of common stock (the "Common Stock") of BBN
Corporation, a Massachusetts corporation (the "Registrant"), tendered pursuant
to its tender offer (the "Offer") for the Registrant's Common Stock, which
tender offer expired as scheduled at 12:00 midnight, EDT, on Monday, June 9,
1997. An aggregate of approximately 20,432,435 shares of Common Stock had been
tendered pursuant to the Offer, which constitutes approximately 94.66 percent of
the Registrant's Common Stock outstanding. Purchaser will pay consideration in
the approximate amount of $592.5 million for the tendered shares, which
consideration it will obtain from GTE. According to the Schedule 14D-1/ Schedule
13D filed by GTE on May 12, 1997 (i) GTE will obtain the funds from internally
generated funds and short-term borrowings at market interest rates; (ii) GTE
will not make any borrowings under any of its existing credit agreements to
obtain the funds needed to pay for the tendered shares; and (iii) any short term
borrowings made by GTE for the purpose will be repaid by GTE from time to time
from internally generated funds or from the proceeds of other borrowings.
The planned merger of Purchaser into the Registrant (the "Merger"),
pursuant to the Agreement and Plan of Merger dated as of May 5, 1997 among GTE,
Purchaser and the Registrant (the "Merger Agreement"), will occur following a
Special Meeting of Stockholders of Registrant expected to be held in July or
August 1997. Following the Merger, the Registrant will be a wholly-owned
subsidiary of GTE. An information statement relating to the Special Meeting is
expected to be mailed to record holders of the Registrant's Common Stock in
early July 1997.
Arrangements/Understandings with Respect to Election of Directors.
Pursuant to the Merger Agreement, GTE now has the right to designate for
appointment or election to the Board of Directors of the Registrant (the
"Board"), upon written notice to the Registrant, such number of persons so that
the designees of GTE constitute the same percentage (but in no event less than a
majority) of the Board (rounded up to the next whole number) as the percentage
of shares of Common Stock acquired pursuant to the Offer (the "Shares"). The
Merger Agreement provides that the Registrant will increase the size of the
Board or obtain the resignation of such number of directors as is necessary to
enable such number of GTE designees to be so elected. Notwithstanding the
foregoing, the Merger Agreement provides that GTE, Purchaser and the Registrant
shall use their respective reasonable best efforts to ensure that at least two
of the members of the Board shall be, at all times prior to the consummation of
the Merger, Continuing Directors. For these purposes, the term "Continuing
Director" shall mean (i) any member of the Board as of the date of the Merger
Agreement, (ii) any member of the Board who is unaffiliated with, and not a
designee or nominee of GTE or Purchaser, or (iii) any successor of a Continuing
Director who is (A)
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unaffiliated with, and not a designee or nominee, of GTE or Purchaser, and (B)
recommended to succeed a Continuing Director by a majority of the Continuing
Directors then on the Board, and in each case under clause (iii) who is not an
employee of the Registrant. Effective June 10, 1997, the following directors
of the Registrant resigned: John M. Albertine, Lucie J. Fjeldstad, Max D.
Hopper, Regis McKenna, and Roger D. Wellington. Pursuant to the request of GTE,
effective June 19, 1997 the following officers of GTE Corporation or GTE
Service Corporation were elected directors of the Registrant: Kent B. Foster,
Thomas W. White, Gerald K. Dinsmore, Robert C. Calafell, and J. Michael Kelly.
George H. Conrades, Stephen R. Levy, and Andrew L. Nichols remain on the Board
as Continuing Directors.
(b) Arrangements Resulting in Change in Control on Subsequent Date.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BBN CORPORATION
Dated: June 19, 1997 By: /s/ John Montjoy
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John Montjoy
Senior Vice President and
General Counsel
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