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 (Date of earliest event reported): August 15, 1997
BBN CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts
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(State or other jurisdiction of incorporation)
1-6435 04-2164398
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(Commission File Number) (IRS Employer Identification)
150 CambridgePark Drive, Cambridge, Massachusetts 02140
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(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 873-2000
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On August 15, 1997, GTE Corporation, a New York corporation ("GTE")
completed its acquisition of BBN Corporation, a Massachusetts corporation
("BBN") pursuant to the Agreement and Plan of Merger, dated as of May 5, 1997
(the "Merger Agreement"), among GTE, GTE Massachusetts Incorporated, a wholly
owned subsidiary of GTE ("GTE Massachusetts"), and BBN. Pursuant to the terms of
the Merger Agreement, on August 15, 1997, following a special meeting of
stockholders of BBN, GTE Massachusetts merged with and into BBN with BBN being
the surviving corporation. As a result of the consummation of the merger, all
shares of common stock of BBN held by stockholders other than GTE and its
affiliates were converted into the right to receive $29.00 in cash and BBN
became a wholly-owned subsidiary of GTE.
The press release issued by GTE in connection with the consummation of
the merger is filed herewith as Exhibit 99 and is incorporated herein by
reference.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
99 Press Release of GTE Corporation issued August 15, 1997.
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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.
Date: August 19, 1997
BBN CORPORATION
/s/ Ralph Goldwasser
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Name: Ralph Goldwasser
Title: Senior Vice President and
Chief Financial Officer
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Exhibit Index
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Exhibit
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99 Press Release of GTE Corporation issued August 15, 1997
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