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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 3) (Final Amendment)
BBN CORPORATION
(Name of Issuer)
Common Stock, $1.00 Par Value
(Including the Associated Rights)
(Title of Class of Securities)
055283105
(CUSIP Number of Class of Securities)
William P. Barr, Esq.
GTE Corporation
One Stamford Forum
Stamford, Connecticut 06904
(203) 965-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on behalf of Bidders)
Copy to:
Jeffrey J. Rosen, Esq.
O'Melveny & Myers LLP
153 East 53rd Street
New York, New York 10022
212-326-2000
August 15, 1997
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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Schedule 13D
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CUSIP NO. 13D PAGE 2 OF 9 PAGES
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055283105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GTE MASSACHUSETTS INCORPORATED 06-1483073
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCES OF FUNDS
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
MASSACHUSETTS
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
--------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
--------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
--------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON
CO
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Schedule 13D
- -------------------------------------------------------------------------------
CUSIP NO. 13D PAGE 3 OF 9 PAGES
- -------- -----------------
055283105
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GTE CORPORATION 13-1678633
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCES OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES 20,432,435 SHARES OF COMMON STOCK
--------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
--------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 20,432,435 SHARES OF COMMON STOCK
--------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
NONE
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,432,435 SHARES OF COMMON STOCK
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
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14 TYPE OF REPORTING PERSON
CO, HC
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This Amendment No. 3 (Final Amendment) to Schedule 13D amends and supplements
the Schedule 13D originally filed, as amended (the "Schedule 13D"), in
conjunction with the Tender Offer Statement on Schedule 14D-1 on May 12, 1997
(the "Schedule 14D-1") by GTE Massachusetts Incorporated, a Massachusetts
corporation ("Purchaser"), and GTE Corporation, a New York corporation
("Parent"), relating to the tender offer (the "Offer") by Purchaser to purchase
all outstanding shares of common stock, par value $1.00 per share (including the
associated common stock purchase rights) (collectively, the "Shares"), of BBN
Corporation, a Massachusetts corporation (the "Company"), at $29.00 per Share,
net to the seller in cash, on the terms and subject to the conditions set forth
in the Offer to Purchase dated May 12, 1997 and in the related Letter of
Transmittal. Amendment No. 1 to the Schedule 13D, dated June 3, 1997, and
Amendment No. 2 to the Schedule 13D, dated June 9, 1997, were filed in
conjunction with amendments to the Schedule 14D-1. The Offer was made pursuant
to an Agreement and Plan of Merger dated as of May 5, 1997 (the "Merger
Agreement") by and among the Company, Purchaser and Parent. Capitalized terms
not defined herein have the meanings assigned thereto in the Merger Agreement,
which is attached as Exhibit (c)(1) to the Schedule 14D-1.
In connection with the foregoing, Purchaser and Parent hereby amend and
supplement the Schedule 13D as follows:
ITEM 5 INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Items 5(a)-(c) and (e) are hereby amended and supplemented by the addition of
the following paragraphs thereto:
(a)-(b) The information set forth in rows 7 through 11 of each Cover Page of
this Amendment No. 3 (Final Amendment) to Schedule 13D is incorporated herein by
reference.
(c) On August 15, 1997, pursuant to the terms and conditions of the Merger
Agreement, Purchaser was merged with and into the Company such that the Company
became a wholly-owned subsidiary of Parent and Purchaser ceased to exist as an
independent entity (the "Merger"). Each Share issued and outstanding
immediately prior to the Effective Time (other than Shares held in the treasury
of the Company or held by any wholly-owned Subsidiary of the Company, Shares
owned by Parent, Purchaser or any wholly-owned subsidiary of Parent, or Shares
held by dissenting stockholders who properly exercise and perfect their
appraisal rights under Chapter 156B of the General Laws of Massachusetts) was,
by virtue of the Merger, converted into the right to receive $29.00 in cash.
Each Share held in the treasury of the Company or by any wholly-owned Subsidiary
of the Company and each Share held by Parent or any wholly-owned Subsidiary of
Parent immediately prior to the Effective Time was, by virtue of the Merger,
cancelled and retired and ceased to exist. Simultaneously, each share of the
common stock, $0.01 par value, of Purchaser was, by virtue of the Merger,
converted into one share of the common stock of the Company. Accordingly,
Parent owns 20,432,435 shares of the common stock of the Company, which is 100%
of the outstanding common stock thereof. In addition, a Form 15 will be filed
with the Commission as soon as practicable in order to deregister the common
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stock of the Company. A press release relating to the foregoing is filed as
Exhibit (a)(12) to the Schedule 13D and is incorporated herein by reference.
(e) By virtue of the Merger, on August 15, 1997, Purchaser ceased to exist and
so is no longer is a beneficial owner of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and supplemented by the addition of the following
exhibit thereto:
Exhibit (a)(12) Press Release issued by Parent dated August 15, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 19, 1997
GTE Corporation
By: /s/ Marianne Drost
----------------------------------------
Name: Marianne Drost
Title: Secretary
BBN CORPORATION
(as successor in interest
to GTE Massachusetts Incorporated)
By: /s/ Ralph Goldwasser
----------------------------------------
Name: Ralph Goldwasser
Title: Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
Exhibit (a)(12) Press Release issued by Parent dated
August 15, 1997.
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NEWS RELEASE
- ------------
Exhibit 99.(a)(12)
Contact: Peter Thonis, 617-873-3512 (After 6 p.m., 617-237-4163)
Aug. 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.
- more -
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GTE-2
BACKGROUND ON BBN AND GTE
-------------------------
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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