<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BBN CORPORATION
(NAME OF SUBJECT COMPANY)
GTE MASSACHUSETTS INCORPORATED
GTE CORPORATION
(BIDDERS)
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
JUNE 3, 1997
(DATE OF EVENT WHICH REQUIRES
FILING STATEMENT ON SCHEDULE 13D)
CALCULATION OF FILING FEE
TRANSACTION VALUATION* $615,672,813
AMOUNT OF FILING FEE $123,135
* Estimated for purposes of calculating the amount of the filing fee only. The
amount assumes the purchase of 21,230,097 shares of common stock, $1.00 par
value, of BBN Corporation (the "Company") (including the associated common
stock purchase rights) (collectively, the "Shares") at a price per Share of
$29.00 in cash (the "Offer Price"). Such number of shares represents all the
Shares outstanding as of May 5, 1997. Such number does not include any
Shares issuable pursuant to the Company's employee stock purchase plan, upon
exercise of employee stock options or upon conversion of any of the
Company's 6% Convertible Subordinated Notes due 2012.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount Previously Paid: $123,135 Schedule No.: Schedule 14D-1/Schedule 13D
Filing Party: GTE Massachusetts Incorporated Date Filed: May 12, 1997
GTE Corporation
(Continued on following pages)
(Exhibit Index is located on Page II-3)
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TENDER OFFER
This Amendment No. 1 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 1 to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D originally filed 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 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. Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Schedule 14D-1. Parent and Purchaser hereby
amend and supplement the Schedule 14D-1/13D as follows:
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented by incorporating by reference
therein the press release issued jointly by Parent and the Company on June 3,
1997, a copy of which is filed as Exhibit (a)(10) to the Schedule 14D-1.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(10) Text of Press Release, dated June 3, 1997.
II-1
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 4, 1997
GTE Corporation
By: /s/ Marianne Drost
-----------------------
Name: Marianne Drost
Title: Secretary
GTE Massachusetts Incorporated
By: /s/ James A. Attwood
-------------------------
Name: James A. Attwood
Title: Vice President and Treasurer
II-2
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(10) Text of Press Release, dated June 3, 1997
====================================================
II-3
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EXHIBIT (a)(10)
Contact: Sharon Cohen-Hagar, 203/965-3188 (after 6 p.m. 203/849-8728)
June 3, 1997
SUMMARY: HART-SCOTT-RODINO WAITING PERIOD EXPIRES FOR GTE'S TENDER OFFER FOR
BBN SHARES.
STAMFORD, Conn. -- GTE Corp. and BBN Corp. today said that the mandatory waiting
period under the Hart-Scott-Rodino Act regarding GTE's tender offer for shares
of BBN expired at 11:59 p.m. on Saturday, May 31, 1997.
On May 12, 1997, GTE Massachusetts, a wholly owned subsidiary of GTE Corp.,
commenced a cash tender offer for all outstanding shares of common stock of BBN
at $29 per share. The offer is conditioned upon, among other things, the tender
of two-thirds of the outstanding shares. The offer and withdrawal right are
scheduled to expire at 12 midnight EDT on Monday, June 9, 1997.
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