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 (Date of earliest event reported): August 15, 1997
BBN CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts
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(State or other jurisdiction of incorporation)
1-6435 04-2164398
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(Commission File Number) (IRS Employer Identification)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 873-2000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On August 15, 1997, GTE Corporation, a New York corporation ("GTE")
completed its acquisition of BBN Corporation, a Massachusetts corporation
("BBN") pursuant to the Agreement and Plan of Merger, dated as of May 5, 1997
(the "Merger Agreement"), among GTE, GTE Massachusetts Incorporated, a wholly
owned subsidiary of GTE ("GTE Massachusetts"), and BBN. Pursuant to the terms of
the Merger Agreement, on August 15, 1997, following a special meeting of
stockholders of BBN, GTE Massachusetts merged with and into BBN with BBN being
the surviving corporation. As a result of the consummation of the merger, all
shares of common stock of BBN held by stockholders other than GTE and its
affiliates were converted into the right to receive $29.00 in cash and BBN
became a wholly-owned subsidiary of GTE.
The press release issued by GTE in connection with the consummation of
the merger is filed herewith as Exhibit 99 and is incorporated herein by
reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99 Press Release of GTE Corporation issued August 15, 1997.
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SIGNATURE
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 hereunto duly authorized.
Date: August 19, 1997
BBN CORPORATION
/s/ Ralph Goldwasser
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Name: Ralph Goldwasser
Title: Senior Vice President and
Chief Financial Officer
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Exhibit Index
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Exhibit
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99 Press Release of GTE Corporation issued August 15, 1997
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Exhibit 99
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News Release
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Contact: Peter Thonis, 617-873-3512 (After 6 p.m., 617-237-4163)
August 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.
Background on BBN and GTE
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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.
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