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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: NOVEMBER 22, 1996
SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
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0-12771 95-3630868
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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10260 CAMPUS POINT DRIVE, SAN DIEGO, CA 92121
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 546-6000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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FORM 8-K
ITEM 5. OTHER EVENTS.
On November 20, 1996, Registrant entered into a definitive acquisition
agreement to purchase Bell Communications Research, Inc. ("Bellcore"), a
global provider of communications software, engineering, and consulting
services. Bellcore currently is owned by the Regional Bell Operating Companies
("RBOCs") which include Ameritech, Bell Atlantic, Bell South, NYNEX, Pacific
Telesis Group, SBC Communications, and US WEST or their affiliates. Registrant
intends to obtain financing to complete the acquisition and will operate
Bellcore as a separate subsidiary of Registrant. The consummation of the
acquisition is subject to certain contingencies, including receipt of
regulatory approvals which are expected to take between 9 and 14 months to
obtain. The transaction is expected to be completed in late 1997.
On November 21, 1996, Registrant issued a press release announcing the
execution of the definitive agreement to purchase Bellcore. The terms of such
press release, which is attached hereto as Exhibit 99, are incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99. Press Release
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.
(Registrant) SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
Date: November 22, 1996 By: /s/ Douglas E. Scott
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Douglas E. Scott
Its: Corporate Vice President
and General Counsel
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EXHIBIT INDEX
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Exhibit No. Description Numbered Page
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99. Press Release
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EXHIBIT 99
Science Applications International Corporation
SAICNEWS
FOR IMMEDIATE RELEASE
Contact: Jane Van Ryan, SAIC
202/628-0304
Barbara McClurken, Bellcore
201/829-2164
REPRESENTATIVES FROM SAIC, BELLCORE, AND THE BELLCORE BOARD OF DIRECTORS WILL
HOLD AN AUDIO PRESS CONFERENCE TO ADDRESS QUESTIONS FROM THE MEDIA ABOUT THE
FOLLOWING MAJOR ANNOUNCEMENT AT 1:00 P.M. EST TODAY, NOVEMBER 21. TO JOIN IN,
CALL 908-336-6000. THE PIN NUMBER IS 2355.
SAIC TO ACQUIRE BELLCORE
(SAN DIEGO, CA) November 21, 1996 - Science Applications International
Corporation (SAIC) announced today that it has agreed to purchase Bell
Communications Research, Inc. (Bellcore), a leading global provider of
communications software, engineering, and consulting services. Bellcore
currently is owned by the Regional Bell Operating Companies (RBOCs) which
include Ameritech, Bell Atlantic, Bell South, NYNEX, Pacific Telesis Group, SBC
Communications, and US WEST or their affiliates. The transaction is expected to
be finalized in late 1997 after Bellcore's owners obtain the requisite
regulatory approvals.
Bellcore's Board of Directors announced early last year that Bellcore's
owners were considering selling the company as a result of changing developments
in the telecommunications industry and the owners' diverging strategies and
business plans.
"Bellcore and SAIC are well positioned for the future," said SAIC
Chairman and CEO Dr. J. Robert Beyster. "We envision serving new markets where
our two companies can combine their considerable skills. These include large
software projects, advanced network designs, secure networks, Internet
technologies, wireless communications, and other advances in telecommunications
software systems and technology."
According to Martin Kaplan, executive vice president of Pacific Bell and
spokesman for the Bellcore Board, "During the 13 years that we have owned
Bellcore, we and our customers have benefited significantly from its in-depth
understanding of emerging
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networks and technologies. Our companies look forward to continuing to do
business with Bellcore as it embarks on the next stage of its successful
evolution as a fully commercialized company."
Kaplan added that to support their commitment to national security and
emergency preparedness the RBOCs will be forming the National Telecommunications
Alliance (NTA) which will be headed by Larry Schumann.
"Bellcore looks forward to joining SAIC, a company that, like Bellcore,
symbolizes technical excellence and customer focus," said Bellcore President
and CEO George Heilmeier. "We will work together to meet the needs of our
current customers, generate growth, and improve competitiveness."
"This acquisition expands the opportunities available to both SAIC and
Bellcore," Beyster added. "Together, we will have the capabilities and resources
not only to continue to support our current customers but also to make our
expertise available to other information and telecommunications customers. Upon
closing, the combined SAIC and Bellcore staff of more than 28,000 science,
engineering, software, and administrative professionals will be a powerful force
in serving this vast international marketplace.
Bellcore, which was formed in 1984 as a research and engineering company
supporting its seven owners, has evolved over the past decade to become a
leading provider of communications software, engineering and consulting
services. Headquartered in Morristown, New Jersey, it has sales offices in the
United States, Canada, Mexico, Australia, and the Philippines, and in the cities
of London, Hong Kong, Tokyo, and Sao Paulo. Bellcore has 5,600 employees and
annual revenues exceeding $1 billion.
Employee-owned SAIC provides high technology products and services to
government and private industry in the areas of information technology, systems
integration, national security, energy, transportation, telecommunications,
health care and environmental science and engineering. With annual revenues
exceeding $2.2 billion, SAIC and its subsidiaries have 22,000 employees in more
than 475 locations worldwide.
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Information about Bellcore and SAIC is attached and also is available on
the World Wide Web. Information about SAIC and its acquisition of Bellcore can
be found at www.saic.com. Bellcore has established a special web site "page"
devoted to the sale at www.bellcore.com. To access the special page, select the
"Bellcore Sale Announced" icon on the initial screen.
