-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A+IdirindEaBhqIuNRgvj912Cl2wJsAh4nie3I2p1aDnKMQ4xZAuxSxAQ/0nYs33 xdi1iVplAHDs167S+kijuw== 0000013021-96-000034.txt : 19961227 0000013021-96-000034.hdr.sgml : 19961227 ACCESSION NUMBER: 0000013021-96-000034 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19961226 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBN CORP CENTRAL INDEX KEY: 0000013021 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 042164398 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-06435 FILM NUMBER: 96686067 BUSINESS ADDRESS: STREET 1: 150 CAMBRIDGE PARK DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6178732000 MAIL ADDRESS: STREET 1: 150 CAMBRIDGE PARK DR CITY: CAMBRIDGE STATE: MA ZIP: 02640 FORMER COMPANY: FORMER CONFORMED NAME: BOLT BERANEK & NEWMAN INC DATE OF NAME CHANGE: 19920703 10-K/A 1 FORM 10-K/A Amendment No. 1 to Form 10-K, filed December 26, 1996 Securities and Exchange Commission Washington, D.C. 20549 Commission File No. 1-6435 - ------------------------------------------------------------------------------- (Mark One) [X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From to -------------- -------------- - ------------------------------------------------------------------------------- BBN Corporation (formerly Bolt Beranek and Newman Inc.) (Exact name of registrant as specified in its charter) Massachusetts 04-2164398 (State of Incorporation) (IRS Employer Identification Number) 150 CambridgePark Drive, Cambridge, Massachusetts 02140 (Address of principal executive offices) (Zip Code) (6l7) 873-2000 (Registrant's telephone number, including area code) - ------------------------------------------------------------------------------- Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of each exchange on which registered Common Stock, $1.00 par value New York Stock Exchange 6% Convertible Subordinated Debentures New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: - ------------------------------------------------------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. Market value at 9/17/96 of Common Stock held by other than directors and officers of registrant: $387,219,840 Indicate the number of shares outstanding of each of the registrant's classes of common stock. Common Stock, $1.00 par value, outstanding 9/17/96: 20,962,734 shares - ------------------------------------------------------------------------------- Documents Incorporated by Reference Portions of the definitive Proxy Statement dated October 2, 1996 relating to the Annual Meeting held on November 6, 1996 are incorporated by reference into Items 10, 11, 12, and 13 of Form 10-K. AMENDMENT TO APPLICATION OR REPORT Filed Pursuant to Section 12, 13, or 15(d) of The Securities Exchange Act of 1934 BBN Corporation Form 10-K/A Amendment No. 1 The undersigned registrant hereby amends its Annual Report for the year ended June 30, 1996 on Form 10-K, as set forth in the pages attached hereto, By adding Exhibits 23.1, Consent of Independent Accountants, and 99.1 containing information, financial statements, and exhibits required by Form 11- K with respect to the Bolt Beranek and Newman Inc. Retirement Trust. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on behalf of the undersigned, thereunto duly authorized. BBN Corporation By: Paul F. Brauneis Vice President and Corporate Controller December 26, 1996 Exhibit Index ------------- Exhibit - ------- 23.1 Consent of Independent Accountants 99.1 Form 11-K with respect to the Bolt Beranek and Newman Inc. Retirement Trust EX-23.1 2 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS - ---------------------------------- We consent to the incorporation by reference in the registration statement of BBN Corporation on Form S-8 (File No. 33-31385) of our report dated December 12, 1996, on our audits of the statements of net assets available for plan benefits of the Bolt Beranek and Newman Inc. Retirement Trust as of June 30, 1996 and 1995 and related statement of changes in net assets available for plan benefits for the year end June 30, 1996, which report is included on Form 11-K. COOPERS & LYBRAND L.L.P. Boston, Massachusetts December 20, 1996 EX-99.1 3 Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . ---------- ---------- Commission File No. 1-6435 A. BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST (Full title of plan) B. BBN Corporation (formerly Bolt Beranek and Newman Inc.) 150 CambridgePark Drive Cambridge, MA 02140 (Name and address of issuer) Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused the annual report to be signed on its behalf by the undersigned thereunto duly authorized. BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST Bruce L. Haskin Trustee Bolt Beranek and Newman Inc. Retirement Trust Treasurer BBN Corporation December 26, 1996 BOLT BERANEK AND NEWMAN INC. RETIREMENT TRUST FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES ------------------------- INDEX Page(s) ------- Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits, June 30, 1996 and 1995 * Statement of Changes in Net Assets Available for Plan Benefits for the year ended June 30, 1996 * Notes to Financial Statements * Supplemental Schedules: Item 27a - Schedule of Assets Held for Investment Purposes at June 30, 1996 * Item 27d - Schedule of Reportable Transactions for the year ended June 30, 1996 * NOTE: Certain supplemental schedules required by the Employee Retirement Income Security Act of 1974 have not been included herein, as they are not applicable to the Bolt Beranek and Newman Inc. Retirement Trust. NOTE: Page references relate solely to this document in its traditional filing format. NOTE: * - Financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA for the Bolt Beranek and Newman Inc. Retirement Trust are being filed in paper under cover of Form SE. REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Trustees and Plan Administrators of Bolt Beranek and Newman Inc. Retirement Trust: We have audited the accompanying statements of net assets available for plan benefits of the Bolt Beranek and Newman Inc. Retirement Trust (the "Plan") as of June 30, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended June 30, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of June 30, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended June 30, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, as listed in the accompanying index, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. Coopers & Lybrand L.L.P. Boston, Massachusetts December 12, 1996 -----END PRIVACY-ENHANCED MESSAGE-----