<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
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 9, 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)
<PAGE>
TENDER OFFER
This Amendment No. 2 to Tender Offer Statement on Schedule 14D-1 and
Amendment No. 2 to Schedule 13D amends and supplements the Tender Offer
Statement on Schedule 14D-1 and Schedule 13D originally filed on May 12, 1997,
as amended (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 as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6(a)-(b) of the Schedule 14D-1 is hereby amended and supplemented by
adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Monday, June 9,
1997. Based on information provided by the Depositary, The First National Bank
of Boston, approximately 20,492,853 Shares were validly tendered and not
withdrawn as of the expiration of the Offer including 860,084 Shares which were
tendered pursuant to guaranteed delivery procedures. At 12:01 a.m. on June 10,
1997, Purchaser accepted for payment and, therefore, purchased all tendered
Shares at the Offer price of $29.00 per Share. As a result, Purchaser
beneficially owns approximately 20,492,853 of the outstanding Shares of the
Company (approximately 95.78% of outstanding Shares).
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SUBJECT COMPANY'S SECURITIES.
Item 7 of the Schedule 14D-1 is hereby amended and supplemented by adding
thereto the following:
By executing the Letter of Transmittal, each tendering shareholder has
appointed designees of Purchaser as such shareholder's proxies with respect
to the tendered Shares. All such proxies became effective as of Purchaser's
acceptance of payment of the Shares tendered in response to the Offer. Such
proxies are irrevocable and coupled with an interest in the tendered Shares.
ITEM 10. ADDITIONAL INFORMATION
Item 10(f) is hereby amended and supplemented by incorporating by reference
therein the press release issued by Parent on June 10, 1997, a copy of which is
filed as Exhibit (a)(11) to the Schedule 14D-1. As stated in the attached press
release, according to the Depositary, approximately 95.78% of the outstanding
Shares were validly tendered and not withdrawn at the expiration of the Offer.
The press release incorrectly states that the number of Shares so tendered and
not withdrawn was approximately 21,395,837; the actual number was approximately
20,492,853. As stated in the press release, 902,984 Shares were not tendered by
the Offer deadline.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS
(a)(11) Text of Press Release, dated June 10, 1997.
II-1
<PAGE>
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 10, 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
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
EXHIBIT DESCRIPTION
- --------- ------------------------------------------
(a)(11) Text of Press Release, dated June 10, 1997
</TABLE>
II-3
<PAGE>
EXHIBIT(a)(11)
Contact: Sharon Cohen-Hagar, 203/965-3188 (after 6 p.m. 203/849-8728)
June 10, 1997
SUMMARY: GTE COMPLETES BBN TENDER OFFER.
STAMFORD, Conn. -- GTE Corp. today announced that its cash offer for all the
outstanding shares of common stock of BBN Corporation expired, as scheduled, at
12:00 midnight, EDT, on Monday, June 9, 1997. Based on information provided by
the Depositary, a total of approximately 21,395,837 shares of BBN (or
approximately 95.78% of all the outstanding shares of BBN) were validly tendered
and not withdrawn pursuant to GTE's cash offer for all outstanding shares of
BBN. Such share amount includes approximately 860,084 shares subject to
guarantee of delivery. According to the Depositary, approximately 902,984
shares had not been tendered by the tender offer deadline.
GTE Corp., through GTE Massachusetts Incorporated, the wholly owned subsidiary
making the offer, has accepted for purchase all shares validly tendered and not
withdrawn prior to the expiration of the offer.
In the second step of the acquisition, BBN will be merged with GTE
Massachusetts and become a wholly owned subsidiary of GTE. Each BBN share not
previously purchased in the tender offer will be converted into the right to
receive $29 in cash, without interest. The merger will be completed as soon as
practicable following a meeting of BBN stockholders, as required by
Massachusetts law, at which GTE will vote all of its BBN shares in favor of the
merger. Because GTE owns shares representing more than two-thirds of the voting
power of the outstanding BBN stock, the consummation of the merger is assured.
The acquisition of BBN is a key component of GTE's data strategy, one of a
series of steps GTE recently announced to position itself as a market-leading
national provider of integrated telecommunications services.
BACKGROUND ON BBN
-----------------
BBN (www.bbn.com) is one of the nation's leading providers of Internet access
and value-added services for 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 inter-networking innovation and
contract 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.
BACKGROUND ON GTE
-----------------
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 serves over 6.5 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.
