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: May 8, 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 5. Other Events.
BBN Corporation ("BBN") and GTE Corp. ("GTE") have entered into an agreement
dated as of May 5, 1997 pursuant to which GTE would acquire BBN. Under the
terms of the transaction, which was approved by the Board of Directors of both
companies, GTE will shortly commence a cash tender offer to acquire all the
outstanding shares of BBN common stock at a price of $29 per share. Based upon
the number of shares of BBN stock currently outstanding, the equity portion
of the transaction is valued at approximately $616 million. As soon as
practicable following the conclusion of the tender offer, GTE would initiate a
merger through which any remaining shares of BBN not otherwise purchased by
GTE in the tender offer would be converted in the merger into the right to
receive cash at the tender offer price.
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: May 8, 1997 By: /s/ Paul F. Brauneis
Paul F. Brauneis
Vice President
and Corporate Controller
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