<PAGE>1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.)
Filed by the Registrant ( X )
Filed by a Party other than the registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
(X) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
The Bureau of National Affairs, Inc.
- ----------------------------------------------------
(Name of Registrant as Specified in its Charter)
The Bureau of National Affairs, Inc.
- ----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j(2).
( ) $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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Set forth the amount on which the filing fee is calculated and state how it
was determined.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>2
The Bureau of National Affairs, Inc.
Paul N. Wojcik Direct Dial: (202) 452-5739
Vice President, General Counsel, Fax Number: (202) 452-4226
and Secretary
March 25, 1994
TO THE STOCKHOLDERS OF
THE BUREAU OF NATIONAL AFFAIRS, INC.
You are cordially invited to attend the annual meeting of the
Corporation's stockholders on April 16, 1994, at 10:00 a.m., at the ANA
(Westin) Hotel, 2445 M Street, N.W., Washington, D.C., to elect 15 directors
to serve until the next annual meeting, and to transact such other business as
may properly come before the meeting.
An annual report, which includes financial statements for the year
ended December 31, 1993, is enclosed for your information. Also enclosed are
a proxy statement and a proxy form/envelope and ballot. The number of shares
of Class A common stock held directly by you and held in your name in the BNA
Deferred Stock Purchase Plan is indicated on both the proxy form/envelope and
ballot. Please follow the instructions on the proxy form/envelope and ballot
carefully.
The Board of Directors has asked, and the Secretary of the Corporation
has designated, KPMG Peat Marwick to conduct the balloting, tabulate the
results, and seal and store the ballots afterwards. This means that all proxy
form/envelopes and ballots will be sent directly to KPMG Peat Marwick, rather
than to the Corporate Secretary. A business reply envelope is enclosed for
this purpose.
The Board of Directors requests the participation either in person or
by proxy of each stockholder at the forthcoming annual meeting.
Cordially,
s\ Paul N. Wojcik
------------------
PNW:df
Enclosures
<PAGE>3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 16, 1994
THE BUREAU OF NATIONAL AFFAIRS, INC.
1231 25th Street, N.W.
Washington, D.C. 20037
GENERAL INFORMATION
Solicitation of the enclosed proxy (which incorporates a ballot for
the election of directors) is made by and on behalf of The Bureau of National
Affairs, Inc. (the "Corporation") for use at the annual meeting of stockholders
to be held at 10:00 a.m., local time, at the ANA (Westin) Hotel, 2445 M Street,
N.W., Washington, D.C. on Saturday, April 16, 1994, and at any adjournments of
such meeting. The expense of this solicitation will be paid by the Corporation.
Officers, directors, and employees of the Corporation may make solicitations of
proxies by telephone, telegraph, or in person. This proxy statement and proxy
form were first mailed to stockholders of the Corporation on or about March 25,
1994. An annual report, including financial statements for the year ended
December 31, 1993, is enclosed with this proxy statement.
The Corporation has 6,700,000 authorized shares of Class A voting
common stock ($1.00 par value), 5,300,000 authorized shares of Class B non-
voting common stock ($1.00 par value), and 1,000,000 authorized shares of Class
C non-voting common stock ($1.00 par value). Only holders of Class A common
stock of record at the close of business on March 26, 1994, are entitled to vote
at the meeting or any adjournment thereof. On such date, there were
3,262,706 shares of Class A common stock outstanding. Holders of Class A
common stock will vote as a single class at the annual meeting, and each
outstanding Class A share will entitle the holder thereof to one vote. All
shares represented by properly executed and delivered proxies will be voted at
the meeting or any adjournments thereof in accordance with the instructions
given thereon, if any. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE
MEETING. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
AND RETURN THE ENCLOSED PROXY FORM/ENVELOPE AS SOON AS POSSIBLE. You may,
nevertheless, vote in person if you attend the meeting since the proxy is
revocable, at any time before the presiding officer's call for a vote at the
meeting, upon your filing of a written notice of revocation with the
Corporation's Secretary.
I. ELECTION OF DIRECTORS
Fifteen directors of the Corporation are to be elected at the 1994
Annual Meeting to serve until their successors are elected at the next annual
meeting. As provided in the Corporation's Bylaws, the 12 nominees among all the
nominees who are Corporation stockholders, and the three nominees among all the
nominees who are not Corporation stockholders, who in each case receive the
highest number of votes cast for nominees in that category, shall comprise the
15-member Board of Directors. Class A shares represented by properly executed
proxies on the enclosed form will be voted in accordance with the directions
indicated on the ballot portion of the proxy. If no directions are indicated
on the ballot, the stockholder shall be deemed to have withheld authority to
vote for any nominees. The Class A shares represented by any such ballot will
be counted for purposes of determining whether a quorum is present at the 1994
Annual Meeting.
<PAGE>4
<TABLE>
NOMINATIONS FOR 12 "INSIDE" DIRECTORSHIPS
(FURTHER INFORMATION ABOUT THE NOMINEES IS CONTAINED IN THE
BIOGRAPHICAL SKETCHES SECTION OF THIS PROXY STATEMENT)
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1994, and % of
applicable, year Offices with the outstanding shares of
first served as Corporation or class (All shares are
a Director Age its subsidiaries Class A except as indicated)
- ------------------- ---- ---------------------- ----------------------------
<S> <C> <C> <C> <C>
* William A. Beltz 64 Chairman of the Board, 61,212 (1.90)
1967 President and Chief
Executive Officer
* Jacqueline M. Blanchard 44 Director of Employee and 15,729 (0.49)
1993 Labor Relations
Jack Boylan 54 Vice President for 9,691 (0.30)
Administration and
President, BNA Washington
Robert B. Brooks 43 Vice President and 13,033 (0.41)
Director of Sales & Marketing
* Christopher R. Curtis 42 Senior Sales Representative 23,548 (0.73)
1993
* Sandra C. Degler 54 President, 47,757 Class A
1990 Tax Management Inc. (1.49)
60,209 Class B
(1.22)(a)
* Kathleen D. Gill 47 Vice President and 17,532 (0.55)
1986 Executive Editor
Anthony A. Harris 38 Managing Editor, 1,040 (0.03)
Government Employee Relations
Report, Construction Labor
Report, The Government Manager
U. Joseph Hecker 42 President, Pike & Fischer, Inc. 1,951 (0.06)
Jack Jenc 51 Treasurer 19,038 (0.59)
* John A. Jenkins 43 General Manager, 34,456 (1.07)(a)
1992 Electronic Media Division, and
Managing Director, BNA Ventures
* George J. Korphage 47 Vice President and 36,114 (1.12)
1988 Chief Financial Officer
Bernard Lott 48 Director, Equal Employment 348 (0.01)
Opportunity, Affirmative Action
<PAGE>5
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1994, and % of
applicable, year Offices with the outstanding shares of
first served as Corporation or class (All shares are
a Director Age its subsidiaries Class A except as indicated)
- -------------------- ---- ------------------------------ ----------------------------
<S> <C> <C> <C> <C>
Donald A. Masters 37 Senior Information Specialist 105 (0.003)
David P. McFarland 39 General Manager, BNA Software 1,849 (0.06)
Toby J. McIntosh 44 Managing Editor, 2,927 (0.09)
Daily Report for Executives
Mark E. Mooney 41 Director, Information Systems 379 (0.01)
Deanne E. Neuman 48 Associate Editor, Business and 5,925 (0.18)
Employment Relations Division
* John V. Schappi 64 Vice Chairman of the Board, 26,980 (0.84)
1977 Vice President for
Human Resources
Nancy J. Sedmak 42 Managing Editor, 3,001 (0.09)
Labor Relations Reporter
* Mary Patricia Swords 48 Regional Sales Manager, 17,142 (0.53)
1991 Mountain Sales Region
* Paul N. Wojcik 45 Vice President, 13,231 (0.41)(a)
1989 General Counsel, and
Secretary
NOMINATIONS FOR THREE "OUTSIDE" DIRECTORS
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1994, and % of
applicable, year outstanding shares of
first served as class (All shares are
a Director Age Principal Occupation Class A except as indicated)
- ---------------------- --- -------------------- ----------------------------
<S> <C> <C> <C> <C>
* Frederick A. Schenck 65 Consultant -0-
1991
* Daniel W. Toohey 54 Senior Partner, -0-
1991 Dow, Lohnes & Albertson
* Loene Trubkin 51 Chartered -0-
1985 Financial Analyst
* Member of Present Board
<PAGE>6
<FN>a
(a) The shares of Ms. Degler and Messrs. Jenkins and Wojcik include 60,209
Class B shares, 6,871 Class A shares, and 726 Class A shares
respectively, owned by their spouses. These shares may be deemed to
be beneficially owned by such nominees under the rules and regulations
of the Securities and Exchange Commission. These nominees, however,
disclaim beneficial ownership of the BNA shares owned by their spouses.
</TABLE>
As of March 1, 1994, all directors and officers as a group beneficially
owned 340,158 shares of Class A common stock, or 10.58 percent of the
outstanding Class A shares, and 60,209 shares of Class B common stock, or 1.22
percent of the outstanding Class B shares. These share totals include 7,597
Class A shares and 60,209 Class B shares held by spouses of persons in the
group, each of whom disclaim beneficial ownership of all such shares.
As of March 26, 1994, 4,926,530 shares of Class B common stock and
442,770 shares of Class C common stock were outstanding.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Based on a review of Statements of Beneficial Ownership of Securities on Forms
3, Forms 4, and Forms 5 (and any amendments thereto), no director, officer, or
any other person subject to Section 16 of the Securities Exchange Act of 1934
failed to file any of the above Forms on a timely basis.
II. INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS
The Board of Directors met 10 times during 1993. No director attended
fewer than 75 percent of the aggregate of 1) the total number of meetings of the
Board; and 2) the total number of meetings held by all committees upon which he
or she served.
AUDIT COMMITTEE. The Board of Directors has an Audit Committee, which
makes recommendations to the Board concerning the selection, retention, or
termination of the independent auditors; reviews accounting principles bearing
upon the financial statements; reviews the proposed audit scope and the final
report of the independent auditors; reviews the schedule of fees covering audit
and nonaudit services performed by the independent auditors; reviews
recommendations with respect to changes in accounting procedures and internal
accounting controls; reviews the audit programs, reports, and recommendations
of the Corporation's internal auditors; and performs such other duties as may be
directed or authorized by the Board from time to time. During 1993, the Audit
Committee met six times. Members of the Audit Committee are Messrs. Schenck,
Toohey, and Ms. Trubkin.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to
exercise all powers of the Board (except as otherwise provided or required by
law) when the Board is not in session, and, during the intervals between Board
meetings, advises and aids the officers of the Corporation in matters
concerning management of the business. During 1993, the Executive Committee met
one time. Its members are Messrs. Beltz, Korphage, Wojcik, and Ms. Gill, and,
until his retirement from the Board of Directors on December 31, 1993, Mr.
Stewart.
EXECUTIVE COMPENSATION COMMITTEE. The Executive Compensation Committee
makes recommendations to the Board of Directors annually concerning the
compensation of the Corporation's President and CEO, and determines the salaries
of presidents of subsidiary companies, department heads and directors of
divisions. During 1993, the Executive Compensation Committee met eight times.
Its members are Ms. Trubkin, and Messrs. Schenck and Toohey, and, until his
retirement from the Board of Directors on December 31, 1993, Mr. Stewart.
<PAGE>7
NOMINATING COMMITTEE. The Nominating Committee consists of three members of
the Board of Directors and two employee-stockholders who are not members of the
Board. A new committee is named each year to nominate candidates for election
to the Board. The Committee met for this purpose in February. The members of
the Nominating Committee for the 1994 election of Directors were Mary Patricia
Swords, Chair, Jacqueline M. Blanchard, Neil R. Froemming, John A. Jenkins, and
Jose R. Recinto. A report of the Committee's selections for nominees, together
with a summary of the Corporation's Bylaw provisions permitting any Class A
stockholder(s) owning at least 2 percent of the outstanding Class A shares to
submit nominations to the Nominating Committee, were delivered to each Class A
stockholder. Stockholder nominations made in accordance with the Bylaws and
received by the Nominating Committee at least 30 days prior to the annual
meeting are included in the final list of nominations in this Proxy Statement.
III. EXECUTIVE COMPENSATION
A. SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. Below is
information concerning cash compensation paid by the corporation and its
subsidiaries as well as other compensation paid or accrued for fiscal years
ended December 31, 1993, 1992, and 1991, to the chief executive officer and the
four most highly compensated executive officers of the Corporation in key
policy-making positions whose total direct cash compensation exceeded $100,000.
<PAGE>8
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and ---------------------------
Principal Position Year Salary (a) Bonus (b)
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
William A. Beltz
President and 1993 $ 328,558 $ 6,006
Chief Executive Officer 1992 $ 329,519 $ 8,152
1991 $ 301,800 $ 9,355
Robert B. Brooks (c)
Vice President and 1993 $ 176,539 $ 3,213
Director of 1992 $ 176,923 $ 4,063
Sales and Marketing 1991 $ not applicable
Jack Boylan
Vice President for 1993 $ 156,923 $ 2,909
Administration 1992 $ 157,654 $ 3,961
1991 $ 143,150 $ 4,524
George J. Korphage
Vice President and 1993 $ 147,116 $ 2,668
Chief Financial Officer 1992 $ 140,770 $ 3,461
1991 $ 123,145 $ 3,857
Paul N. Wojcik
Vice President, 1993 $ 145,615 $ 2,653
General Counsel, and 1992 $ 143,842 $ 3,566
Secretary 1991 $ 130,149 $ 4,040
<FN>a
(a) Based upon 25 1/2 pay periods in 1993, 27 pay periods in 1992,
26 pay periods in 1991.
<FN>b
(b) Cash Profit Sharing
<FN>c
(c) Mr. Brooks was not an executive officer during 1991.
</TABLE>
<PAGE>9
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
During 1993, the members of the Executive Compensation Committee were Messrs.
Schenck and Toohey, and Ms. Trubkin, and, until his resignation as Chairman of
the Board and from the Executive Compensation Committee on December 10, 1993,
and his retirement from the Board of Directors on December 31, 1993, Mr.
Stewart. Mr. Stewart served as President of the Corporation from 1964 to 1979
and retired as an active employee of BNA at the end of 1980. Neither Messrs.
Schenck and Toohey, nor Ms. Trubkin are former or current officers or employees
of the Corporation or any of its subsidiaries. None of the members of the
committee had any interrelationships requiring disclosure in this Proxy
Statement.
C. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. The
Executive Compensation Committee makes a recommendation to the Board of
Directors annually concerning the compensation of the Corporation's Chief
Executive Officer. The Committee also has the responsibility of approving on
behalf of the Board of Directors the proposals of the Chief Executive Officer
concerning the salaries of certain subsidiary company presidents, department
heads, and directors of divisions.
The compensation of executive officers, including the Chief Executive
Officer, is composed of salary and participation in the BNA Employees' Cash
Profit-Sharing Plan. There are no special incentive compensation plans for any
corporate officers. Instead, all executive officers, including the Chief
Executive Officer, have salary levels set, and profit-sharing participation
determined by, the compensation philosophy and plan applicable to all management
and supervisory employees of the Corporation. The salary of the Chief Executive
Officer is recommended by the Executive Compensation Committee and approved by
the Board of Directors. Salaries for all other executive officers of BNA are
established by the Chief Executive Officer, with the approval of the Executive
Compensation Committee.
The Corporation's management compensation program generally is designed
to attract, retain, motivate, and reward a highly qualified, productive
workforce by offering competitive compensation, superior benefits, and a
professional and challenging work environment. Since base salary provides
nearly all of the compensation of executive officers and other managers, base
salaries are set at a level that is intended to be generally competitive with
other progressive companies in the corporation's industry and labor market place
but the committee does not attempt to place base salaries within any particular
strata of salaries paid by competitors. Each officer's compensation is then
based on an evaluation of performance and contribution, including contribution
to departmental and corporate goals. In fiscal year 1993, the Chief Executive
Officer determined salary increases for the executive officers using the same
management compensation structure in place for all management employees. The
Chief Executive Officer allocated, among the executive officers, a merit
increase "pool" consisting of 4 percent of total executive officer salaries.
The factors used in allocating this "pool" are current level of compensation,
accomplishments and results, challenges met, any unusual aspects of an executive
officer's performance in the past year, and the relationship between an
officer's current salary and his/her current level of responsibility. No
formula is utilized by the Chief Executive Officer in evaluating any executive
officer's performance with respect to these factors.
The cash profit-sharing plan is a plan whereby a percentage of the
operating income is distrbuted to full-time employees of the parent corporation
and certain subsidiaries, with the exception of sales representatives who have
their own incentive bonus plans. The amount each employee receives is
<PAGE>10
determined by salary and seniority, with the same formula applied to executive
officers as is applied to all other employees. The profit sharing plan has
historically provided less than 5 percent of total compensation.
The compensation philosophy for executive officers, including the CEO,
is the same as that applicable to the Corporation's managerial employees
generally. The four percent amount of the merit increase "pool" is the same for
executive officers as for other management employees. There are no compensation
programs applicable only to executive officers.
The compensation paid to the CEO during 1993, as well as the
compensation paid during 1994, is based upon the committee's review and
evaluation of how well the CEO met overall objectives agreed upon by both the
committee and the CEO. CEO compensation was based in part on the performance of
the company, but also reflected the committee's subjective evaluation of the
CEO's execution and implementation of the agreed-upon performance goals, which
include planning succession, overseeing the company's financial performance, and
developing strategies for implementing strategic planning and business re-
engineering. No formula or specific weighing mechanism was used by the
committee in evaluating the CEO's overall performance with respect to these
goals.
The only non-salary portion of the CEO's compensation was his
participation in the BNA Employees' Cash Profit-Sharing Plan, which was
determined pursuant to the same formula, based on salary and seniority, applied
to all eligible employees.
The compensation recommendation of the Executive Compensation Committee
was presented to the full Board of Directors and approved by that body.
Frederick A. Schenck, Chairman
John D. Stewart
Daniel W. Toohey
Loene Trubkin
<PAGE>11
E. PERFORMANCE GRAPH
<TABLE>
COMPARISON OF 5-YEAR CUMULATIVE RETURN
ASSUMING REINVESTED DIVIDENDS
<CAPTION>
Measurement Period The Bureau of National S&P 500 S&P Publishing
(Fiscal Year Covered) Affairs, Inc. Index Index
---------------------- -------- ---------------
<S> <C> <C> <C>
Measurement Pt-12/31/88 $100.00 $100.00 $100.00
FYE 12/31/89 $123.10 $131.60 $ 94.80
FYE 12/31/90 $148.20 $127.60 $ 77.50
FYE 12/31/91 $167.70 $166.30 $ 92.50
FYE 12/31/92 $180.90 $178.90 $105.20
FYE 12/31/93 $221.20 $196.90 $130.10
</TABLE>
The above graph compares the performance of the Company's common stock
to Standard and Poor's (S&P) 500 Composite Index and the S&P 500 Publishing
Index (which includes Dun & Bradstreet, McGraw-Hill, Meredith, and Time-Warner)
for the last five years. The comparison of cumulative total return on
investment assumes that the value of the investment in the Company's common
stock and each index was $100 at December 31, 1988, and that all dividends were
reinvested.
<PAGE>12
E. DIRECTOR'S COMPENSATION. The directors who are employees of the
Corporation are not compensated for their services as BNA directors. The
outside directors receive an annual retainer of $12,000, a fee of $1,000 for
each board meeting attended, and $500 for each board committee meeting attended,
plus reimbursement for travel expenses.
Ms. Trubkin serves as a member of the Audit Committee and the Executive
Compensation Committee. Total amounts paid to her in 1993 for these services
and for her services as a director were $29,000.
Mr. Toohey chairs the Audit Committee and serves as a member of the
Executive Compensation Committee. Total amounts paid to him in 1993 for
director's and committee fees were $28,500.
Mr. Schenck chairs the Executive Compensation Committee and serves as a
member of the Audit Committee. Total amounts paid to him in 1993 for director's
and committee fees were $28,000.
Mr. Stewart was paid $75,000 during 1993 for his services as Chairman
of the Board, and member of the Executive Compensation Committee, Executive
Committee, Corporate Investment Committee, and BNA Employees' Retirement Plan
Investment Committee, and as Assistant Trustee of both the BNA Stock Purchase
and Transfer Plan, and the BNA Deferred Stock Purchase Plan through December 31,
1993.
F. CERTAIN RELATIONSHIPS AND TRANSACTIONS. During 1993, the
corporation, on a limited number of occasions, engaged the services of Dow,
Lohnes, and Albertson, the firm of which Mr. Toohey is a senior partner, to
provide legal counsel.
IV. EMPLOYEE BENEFIT PLANS
EMPLOYEES' RETIREMENT PLAN. The above summary compensation table does
not include contributions to the BNA Employees' Retirement Plan ("Retirement
Plan") to the named individuals or group, since contributions are computed on an
actuarial basis and the amount expended by the Corporation under the Retirement
Plan for a particular participant cannot be readily separated or individually
calculated.
The Retirement Plan is a non-contributory defined benefit plan that
covers all full-time employees and all part-time employees who work at least
1,000 hours a year. The amount of each employee's retirement benefit is
determined by a specific formula based on average annual compensation and years
of service with the Corporation (computed using the highest paid five years out
of the last ten calendar years of employment). The benefits paid under the
Retirement Plan are not subject to any deduction for Social Security or other
offset amounts.
<PAGE>13
The Internal Revenue Code limits the annual retirement benefit that may
be paid from a qualified retirement plan and the amount of compensation that may
be recognized by the retirement plan. To the extent that the annual retirement
benefit exceeds limits imposed by the Code, the difference will be paid from
general operating funds.
The following table illustrates the estimated annual benefits payable
upon retirement under the Retirement Plan upon normal retirement, age 65 or Rule
of 85 (age plus years of service total 85 or more) and are based on a straight
life annuity, notwithstanding the availability of joint survivorship options.
Years of Service
Average Annual ---------------------------------------------
Compensation* 10 20 30 40
-------------- ---------------------------------------------
$100,000 $12,000 $24,000 $36,000 $48,000
150,000 18,000 36,000 54,000 72,000
200,000 24,000 48,000 72,000 96,000
250,000 30,000 60,000 90,000 120,000
300,000 36,000 72,000 108,000 144,000
350,000 42,000 84,000 126,000 168,000
* Average annual compensation is the average of the employee's cash
compensation in each of the highest paid five years during the employee's
last ten years of employment.
The years of credited service under the Retirement Plan for the
employees named in the table above are as follows: Mr. Beltz, 37; Mr. Boylan,
31; Mr. Brooks, 20; Mr. Korphage, 21; and Mr. Wojcik, 21.
V. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1992, 1993, and
the current year are KPMG Peat Marwick. A representative of that firm will be
present at the annual meeting of stockholders, with the opportunity to make a
statement, if desired, and to respond to appropriate questions.
VI. VOTING PROCEDURES
Enclosed is a ballot and proxy form/envelope to be used in voting for
directors. Instructions for the use of the ballot appear on the ballot.
Please note that the ballot lists the number of shares you are entitled
to vote. Class A stockholders who are participants in the DSPP will find all
their shares listed on their ballots. Thus, completion of the ballot will
effectively vote shares held in the DSPP as well as shares acquired through the
Purchase Plan.
IF YOU WILL VOTE IN PERSON AT THE ANNUAL MEETING, PLEASE BRING THIS
BALLOT AND THE ENVELOPE WITH YOU. Use of this particular ballot will expedite
the counting of the votes during the course of the meeting.
Deborah W. Embrey and Jeffrey A. Kiser have been designated by the
Board of Directors as inspectors and judges of the election and of any other
vote which may be taken at the annual meeting.
<PAGE>14
The votes for directors will be tallied by KPMG Peat Marwick, certified
public accountants, Washington, D.C. Immediately after the tallying and
certification of the vote by the judges, the auditors will seal and store the
ballots.
Announcement of the vote for directors will be made and the successful
candidates will be declared elected as members of the Board of Directors for the
ensuing year immediately after the report and certification of the vote by the
judges.
VII. 1995 STOCKHOLDER PROPOSALS
Except for stockholder proposals relating to nominations for director
governed by the Corporation's Bylaws, Stockholder proposals which are the proper
subject for inclusion in the proxy statement and for consideration at the 1995
Annual Meeting must be received by the Corporation no later than November 24,
1994. Such proposals should be directed to the Secretary of the Corporation at
its principal office in Washington, D.C.
VIII. OTHER BUSINESS
The Board of Directors does not know of any matters to be presented for
action at the meeting other than the election of directors. The enclosed proxy
does not confer discretionary authority to vote with respect to any other
matters that may properly come before the meeting. If any other matters are
brought before the meeting, they will be decided by the vote of persons in
actual attendance, subject to the requirement in the Corporation's Bylaws that
all matters brought before any meeting of stockholders be decided by a vote of
the holders of a majority of the Corporation's Class A common stock entitled to
vote at such meeting, unless a different vote is required by the Corporation's
Certificate of Incorporation or Bylaws, and subject to any additional
requirements imposed by applicable law.
The attached biographical sketches of nominees for the Board of
Directors are incorporated by reference into this Proxy Statement.
By Order of the Board of Directors,
s\ Paul N. Wojcik
-------------------------------------
Paul N. Wojcik
Vice President, General Counsel,
and Corporate Secretary
March 25, 1994
<PAGE>15
Attachment
BIOGRAPHICAL SKETCHES OF NOMINEES
WILLIAM A. BELTZ (64), chairman of the board, chief
executive officer, and editor in chief, joined BNA in
1956. He has been a member of BNA's board of directors
photo of since 1967, and prior to his election as an officer of the
William A. corporation served as chairman of the board's budget
Beltz committee. He became a director of Fisher-Stevens, Inc.,
in 1978, a member of the Tax Management Inc. board in
1979, a director of BNA Communications Inc. in 1980, and
a director of BNA International Inc. in 1982. Also, since
January 1985, he has been chairman of the board of The
McArdle Printing Co., Inc. He also serves as chairman
of the Tax Management, BNA Communications, and BNA
International boards.
His BNA career began as a staff editor assigned to the vertical
labor services (CONSTRUCTION LABOR REPORT, WHITE COLLAR REPORT, RETAIL
SERVICES LABOR REPORT, and GOVERNMENT EMPLOYEE RELATIONS REPORT). In
1964 he became managing editor of the four vertical services and
COLLECTIVE BARGAINING NEGOTIATIONS AND CONTRACTS. In January 1970 he was
named associate editor for labor services and in July 1972 he succeeded
Edward H. Donnel as vice president and executive editor. He was elected
president in December 1979 and chief executive officer in December 1980.
Beltz is a graduate of Tufts University, Medford, Mass., and did
graduate work at The American University, Washington, D.C. He has served
on the board of directors of the Information Industry Association, and as
a member of the executive council of the Professional and Scholarly
Publishing Division of the Association of American Publishers.
Beltz also is president of the Washington Theatre Awards Society,
which sponsors the Helen Hayes Awards for excellence in theatre arts, and
is a trustee of The Shakespeare Theatre. He also is a trustee of the
Federal City Council, and a member of the Economic Club of Washington.
JACQUELINE M. BLANCHARD (44), director of employee and
labor relations, started her BNA career in 1984. She has
served as BNA's chief negotiator and administrator of
BNA's contracts with the Newspaper Guild since mid-1986.
photo of In this capacity, Blanchard has responsibility for
Jacqueline developing, implementing, and monitoring employment
M. Blanchard policy. She led the 1990-91 health insurance design and
negotiation effort which has resulted in decreased health
care claims costs and future FASB liability, while still
maintaining a premium package of employee and retiree
health care benefits.
In 1991, Blanchard was promoted from director of
labor relations to her current post, taking on additional
responsibilities in the areas of exempt employment policy, retirement and
pension, recruiting and employment, HR records and information, and
corporate employee assistance and work & family programs.
Blanchard has served on a number of BNA internal committees,
including the United Way, CBNC audit group, and joint health care
committee. She is a member of several professional associations, and
currently serves as president of the D.C. chapter of the Industrial
Relations Research Association--being the second BNA'er (John Stewart in
<PAGE>16
1951-52) and second woman to hold this office in the chapter's 45-year
history.
Before coming to BNA, Blanchard worked as an editor and manager of
labor and employee relations services at the National Association of
Broadcasters. She holds a B.A. in English from the University of
Wisconsin and a B.S. (summa cum laude) in personnel and industrial
relations from the University of Maryland.
JACK BOYLAN (54), vice president for administration
and president, BNA Washington, Inc. Boylan joined
BNA 19 years ago as corporate manager of data
processing. In 1986 he was appointed vice
photo of president for administration, assuming
Jack Boylan responsibility for the consolidation of the various
administration operational activities including
information systems, telecommunications, purchasing
and delivery services. Subsequently in 1988 he was
appointed president of BNA Washington, Inc., BNA's
subsidiary responsible for the management of BNA's
real estate and providing building and facility
management services.
Boylan currently is a member of the management planning
committee, publishing systems steering committee (PSSC), electronic
publishing strategy committee, and the BNAW board of directors. He
chairs the business systems plan (BSP) development steering
committee and the facility strategic planning steering committee.
Boylan is a graduate of Rutgers University with a bachelor of
science degree in business administration. Prior to BNA, he held
various data processing and management positions with ITT, Morgan
Guaranty Trust Company and Fisher-Stevens. Boylan was transferred
to BNA after its acquisition of Fisher-Stevens.
ROBERT B. BROOKS (43), vice president and director
of Sales and Marketing, began his career at BNA in
1974 as a district sales representative in Atlanta.
He has served on the board of directors for two
subsidiaries previously owned by BNA. Brooks is a
photo of member of BNA's management planning committee,
Robert B. electronic publishing strategies committee, product
Brooks launch committee, and new product development
strategy committee.
Brooks was appointed director of Sales and
Marketing in December 1991. Prior to that, Brooks
served in a number of positions in sales, product
management, product development, marketing management, and overall
general management of a profit center.
In 1975, he was Rookie-of-the-Year Runner-Up and in 1976 was
a top ten qualifier in the field sales force. In 1977, he became
product manager of Tax Management Inc., and in 1980 became TM's
marketing manager. Two years later, he was named marketing manager
for BNA. In 1984, when BNA Software was created, Brooks was
appointed as general manager of the division.
Brooks is a graduate of Clemson University (B.A.) where he
majored in economics.
<PAGE>17
CHRISTOPHER R. CURTIS (42), senior representative,
joined BNA as a district representative in Oklahoma
City in 1976. In 1977 he won the Rookie-of-the-
photo of Year Award and has qualified for the Distinguished
Christopher Sales Award every year since. Curtis earned the
R. Curtis designation of Senior Representative in 1987 and
has been a member of the top ten sales performers
five times. He has sold over 1.5 million dollars
of BNA services and is among the top ten career
sales performers.
Curtis was appointed to the legal market
advisory group in 1988 and in 1992 was named the
labor product specialist for the Mountain Region. He has worked
with product management and editorial in the design of labor, tax,
legal, and environmental services. He was a member of the board of
directors nominating committee in 1990 and was elected to the board
of directors in 1993.
Curtis is a member of the Oklahoma Safety Council, Oklahoma
Payroll Association, Oklahoma City Human Resources Society,
International Trade Council, Oklahoma Hazardous Materials
Association and the Central Oklahoma Hospital Safety Personnel
Exchange.
He received a bachelors degree in marketing from the
University of Central Oklahoma in 1973. He resides in Edmond,
Oklahoma, with his wife, Cheryl, and son, Andrew.
SANDRA C. DEGLER (54), president, Tax Management
Inc., has been a member of the Tax Management board
of directors since 1981 and the BNA board of
directors since 1990. She has also served on the
boards for two other BNA subsidiaries.
photo of Over her 27-year career with BNA, she has
Sandra C. served as BNA marketing manager, labor product
Degler manager, and managing editor of two publications,
and was the first managing editor of OCCUPATIONAL
SAFETY AND HEALTH REPORTER. As president of Tax
Management Inc., she oversaw the development of the
first personal computer software product for BNA
and the first CD-ROM service. Previously she was public relations
and advertising manager for Blue Cross of Virginia. The author of
books and articles on OSHA and environmental issues, she has been
published by BNA Books and in New Engineer.
She is a member of the BNA board's budget committee, the
corporate and retirement plan investment committee, the corporate
management planning committee, financial performance subcommittee,
and new product subcommittee and has served on various corporate
audit committees.
Educated at Goucher College, Towson, Md., she also studied
marketing and management at the University of Wisconsin. She is a
member of the International Fiscal Association, the Information
Industry Association, and the Advisory Board of Queens College
Center for the New American Workforce.
<PAGE>18
KATHLEEN D. GILL (47), was named vice president and
executive editor in February 1993, after having
served as associate editor of business and human
resources services for six years. She has been a
member of BNA's board of directors since 1986. She
photo of was the first managing editor of BNA PENSION
Kathleen D. REPORTER, and was responsible for the development
Gill of EMPLOYEE BENEFITS CASES and BENEFITS TODAY.
During her years as PEN's managing editor, she
wrote extensively about developments under ERISA
and was an editor of the BNA book ERISA: THE LAW
AND THE CODE.
Prior to her work on BNA PENSION REPORTER, she served as
reporter and later as managing editor of ENVIRONMENT REPORTER. She
was named chairman of the publishing systems steering committee in
September 1993.
Gill chaired the budget committee for five years and is a
member of the board's executive committee. She also served as a
member of the board of directors of The McArdle Printing Co., Inc.,
for two years. In 1982 she helped found WEB, Inc., a network of
employee benefits professionals that now is a nationwide
association of 2,000 members in 18 chapters. Before joining BNA,
Gill worked as a reporter and editor in Detroit. She holds a
degree in journalism from Marquette University in Milwaukee.
ANTHONY A. HARRIS (38), has been the managing
editor of BNA's GOVERNMENT EMPLOYEE RELATIONS
REPORT and CONSTRUCTION LABOR REPORT since 1987.
Harris currently is on a temporary assignment to
photo of BNA's Human Resources Department to look at
Anthony A. EEO/Diversity issues.
Harris Harris began his career at BNA in 1977 as a
proofreader in the Internal Composition Department.
In 1979, he joined the staff of BNA PENSION
REPORTER. He was the senior reporter and copy
editor for that service from November 1982 until
August 1987, when he moved into his current
position. Harris edited the 1987 and 1988 editions of ERISA: THE
LAW AND THE CODE, published by BNA Books, and was an associate
producer of a 1984 BNAC documentary film on health care cost
containment.
Harris also served on the advisory board of the Executive
Telecom System International Division from February 1991 until it
was sold by BNA. Harris now serves on the advisory board of the
Center For The New American Workforce, a not-for-profit
organization within Queens College of The City University of New
York.
As a faculty member for BNA's Managers In Transition (MIT)
program, Harris instructs new managers at BNA on writing job
descriptions and job tests. Harris served on the committee that
developed the pilot workforce diversity training program that was
conducted for several groups of employees in the Sales and
Marketing Department in 1992. Harris presently is a member of the
traineeship committee.
Harris holds a degree in journalism from the University of
Maryland.
<PAGE>19
U. JOSEPH HECKER (42), president of Pike & Fischer,
Inc., has been a member of its board of directors
since 1988.
Before assuming operating responsibility for
Pike & Fischer in 1992, Hecker served as that
company's vice president and general manager. In
photo of that capacity his duties included both editorial
U. Joseph and business systems development and oversight of
Hecker the printing and distribution of all Pike & Fischer
publications. Hecker was also Pike & Fischer's
first marketing manager.
Prior to moving into general administration
and sales and marketing, Hecker was the managing editor of two Pike
& Fischer publications, ADMINISTRATIVE LAW and SHIPPING REGULATION
REPORTS. He began his career as a legal editor writing on federal
civil procedure and the federal rules of evidence.
Hecker has served on BNA service audit and marketing
committees and is active in the Newsletter Publishers Association.
Hecker is a member of the District of Columbia Bar. He
received his law degree in 1976 from George Washington University's
National Law Center. Before joining Pike & Fischer in 1977, he was
in private practice in Washington, D.C. Hecker's undergraduate
degree is from Washington University (St. Louis), where he majored
in history.
JACK JENC (51), joined BNA in 1981 as controller, a
position he held until 1990 when he was appointed
treasurer. He has served on various corporate
management committees and is currently a member of
the board of The McArdle Printing Co., Inc.; the
photo of DSPP administrative committee and ex-officio member
Jack Jenc of the corporate and retirement plan investment
committees. Jenc has been president and vice
president of the BNA Federal Credit Union for the
past five years and has been a member of the Credit
Union board of directors since 1985.
Prior to joining BNA, Jenc had 17 years of
diversified government and industry experience in the following
positions: operational auditor with the U.S. General Accounting
Office; accountant and auditor with the public accounting firm of
Arthur Andersen & Co.; Peoples Drug Stores, Inc. as internal audit
manager, assistant controller, and then controller; controller and
chief financial officer of Burton Parson & Co. a pharmaceutical
manufacturer.
Jenc is an accounting graduate of the University of Gannon,
Erie, Pennsylvania. He is a CPA and is a member of the American
Institute of Certified Public Accountants, the District of Columbia
Institute of CPAs and the Financial Executive Institute.
<PAGE>20
JOHN A. JENKINS (43), a member of the BNA board of
directors since 1992, is general manager of the
Electronic Media Division, responsible for more
than 290 online products that deliver news and
photo of information to customers' computer screens. He
John A. also recently assumed the additional position of
Jenkins managing director of BNA Ventures, a new corporate
enterprise formed to pursue acquisitions and joint
ventures. He started at BNA as an intern on the
staff of the DAILY REPORT FOR EXECUTIVES in 1971.
In 1976, he assumed the managing editorship of the
weekly that now is called BNA'S BANKING REPORT. In
1979, he became the managing editor of the DAILY REPORT FOR
EXECUTIVES and DAILY TAX REPORT.
Since 1981, Jenkins has developed BNA's electronic news
business, first as director of the BNA Video Group, and, beginning
in 1984, as general manager of EMD. Among other things, he
negotiates contracts and business arrangements with electronic
distributors and oversees online product creation and marketing.
In addition, he has served as chairman or a member of six BNA
service audit committees, and is a member of the budget committee
and the management planning committee.
Jenkins served from 1982 to 1991 as a member of the board of
BNA Communications Inc., and from 1983 to 1987 as a member of the
board and the executive committee of the Information Industry
Association, where he remains a member of the public policy
council. He was appointed to the advanced publishing advisory
committee of the congressional Office of Technology Assessment and
is also on the Association of American Publishers' electronic
publishing committee. Jenkins is an honors graduate of the
University of Maryland journalism school. He and his wife, Susan,
the managing editor of SECURITIES REGULATION AND LAW REPORT, have
three children and live in Washington, D.C., where he is active in
city politics and has four times been elected an advisory
neighborhood commissioner.
GEORGE J. KORPHAGE (47), vice president and chief
financial officer, joined BNA in 1972. He has been
a member of BNA's board of directors since 1988. A
photo of CPA, he was in public accounting for three years
George J. before coming to BNA. He served in several
Korphage accounting and finance management positions at BNA
before being elected to his present position in
1988. He is a member of the BNA board's executive
committee, budget committee, and the corporate and
retirement plan investment committees. In
addition, he is an officer and a member of the
board of directors of BNA International Inc., and
BNA Washington Inc, and a director of Pike & Fischer, Inc.
Korphage is an accounting graduate of Emporia (Kansas) State
University, and he did graduate work in finance at the University
of Maryland. He is a member of the American Institute of Certified
Public Accountants and the District of Columbia Institute of CPAs.
<PAGE>21
BERNARD LOTT (48), director of equal employment
opportunity and affirmative action, began his BNA
career in 1969 working in the production
department. Several years later, having learned
photo of the complete operations of the department, Lott
Bernard joined the management team in production. In 1979
Lott and 1980 he was one of the initial group members to
be trained on the ATEX system. While in
production, he attended George Washington
University.
In December of 1984, Lott was promoted to the
position of EEO compliance officer. During this
period, he completed his studies at Cornell University - School of
Industrial Relations. In 1988, with additional duties, his job
title was changed to assistant to the president for EEO, and he is
currently the director of EEO/AA. He has seen the company through
two major government audits, one in 1989/90 and the present audit
of January 1994.
In addition to belonging to various professional
organizations, Lott is on the board of directors of BNA
Communications Inc., Training Inc. Washington, and the National
Institute for Employment Equity (NIFEE). He is serving a second
term as president of NIFEE.
Lott is currently working with other EEO/AA professionals
throughout the country developing a blueprint for a National Summit
on Affirmative Action. This summit will have the endorsement and
participation of the White House, Federal and State governments and
national EEO/AA organizations.
DONALD A. MASTERS (37), joined BNA in 1990 as a
senior marketing information specialist for the
Sales & Marketing Department. In this position, he
performed sales analysis for internal staff. Other
responsibilities were information support for the
photo of telemarketing operation, which included the
Donald A. district campaigns and clamp programs. With the
Masters automation of the telemarketing processes, he was
key in conversion of the prior paper processes into
computer format. In 1993, Masters, along with the
Marketing Information Unit, was transferred to the
Information Systems Department. In his new role as
part of the Business Systems Re-engineering Project, he is
responsible for converting existing data processing reports used by
various departments into a new form that will be produced on the
new corporate system.
Masters presently serves on the Joint Health Care Committee.
Prior to BNA, Masters was marketing information analyst at the
Washington Gas Light Company, responsible for all computer and
information needs of the department including analysis, design,
coordination of efforts with corporate systems, and related
budgetary matters. He received commendation for development and
implementation of an automated sales contract system, and received
two promotions in the three and one half years he was at WGL.
Previous related experience was also gained in retail sales,
customer service, and quality control in the service arena.
He was born and educated in Northern Virginia, and attended
the University of Virginia in Charlottesville, majoring in
Mechanical Engineering. He is married and lives in Arlington,
Virginia.
<PAGE>22
DAVID P. MCFARLAND (39), general manager of BNA
Software, began his career with BNA in 1985 as
product manager for BNA Software managing product
development, customer support, and documentation
operations at BNA Software. In 1989 he became
photo of marketing manager for BNA Software focusing his
David P. efforts on advertising and promotion, working with
McFarland the field sales force, and establishing strategic
relationships with key industry partners. He also
authored the BNA TAX SOFTWARE ALERT, a tax
oriented news column appearing monthly in most
major accounting and tax publications.
McFarland has been involved in the software publishing
industry for over 12 years, having spent three years as the
financial software product manager for General Electric Information
Services Company, just previous to joining BNA.
Early in his career, McFarland worked for a number of years as
an auditor for a large regional public accounting firm, performing
audits and tax work for companies in a variety of industries.
McFarland is a CPA, a member of the American Institute of
CPAs, and past treasurer of the Virginia Beach Jaycees. He holds
a B.S. in Commerce and an M.B.A. from the University of Virginia.
TOBY J. MCINTOSH (44), managing editor of DAILY
REPORT FOR EXECUTIVES has been at BNA for almost 18
years.
As BNA's White House reporter for six years,
McIntosh covered Reagan, Bush and Clinton. He
photo of began working at BNA in 1975 on the Legal News
Toby J. Unit, covering antitrust and securities. After
McIntosh extensive reporting on government information
policies, McIntosh wrote a BNA special report
called Federal Information In the Electronic Age.
McIntosh's journalism honors include 1992
prizes from the National Press Association and the
Newsletter Publishers Foundation and the 1990 Joseph Brechner
Freedom of Information Award from the University of Florida. He
also has received journalism awards from the American Library
Association, the Washington-Newspaper Guild, and the Business
Council for the Reduction of Paperwork. He was chosen by the
National Endowment for the Humanities to spend an academic year
(1980-81) as a journalism fellow at the University of Michigan.
McIntosh is a member of the joint equal employment opportunity
committee. In the past, he has served on joint committees on child
care, health care cost containment, and recycling. He chaired the
BNA computer-assisted journalism task force.
A graduate of Oberlin College (1971) with a major in
government, McIntosh worked at the Lawrence (Kansas) Daily Journal
World from 1971-1974.
<PAGE>23
MARK E. MOONEY (41), director of information systems,
joined BNA in 1991. In this newly created capacity, he
has responsibility for developing and implementing all
information systems and policy. He is currently leading
photo of the efforts of the business systems project (BSP) with
Mark E. assistance from circulation, sales and marketing, and
Mooney accounting. This major project is addressing BNA's
customer service, marketing, and accounting systems for
responsiveness and data availability. He is responsible
for the production of CD-ROM products and corporate CD-ROM
technical support and was directly involved in the
introduction and launch of BNA's CD-ROM services in 1993.
Mooney is currently a member of the publishing systems project (PSP)
management team. His role is to provide technical expertise as well as
project management guidance for this project that will replace and
enhance all of BNA's editorial systems over the next five years. Mooney
created corporate network services (CNS) in early 1993, which has the
strategic and operational charter for supporting the current and future
information systems.
Prior to BNA, Mooney served as the vice president of operations and
information systems for Interactive Marketing Services, and as a project
manager for General Electric. He was also selected as a member of Who's
Who in the Computing Industry in 1989.
Mooney is a graduate of the U.S. Naval Academy with a degree in
engineering, and served on active duty as a marine corps officer. Mooney
completed a master of science degree from The Johns Hopkins University
where he was also a Fellow, and is awaiting final approval of his
dissertation towards his Ph.D. He is an editorial reviewer for the
Society of Information Management (SIM). Mooney with his wife, Sally,
and their three children, reside in Edgewater, Maryland.
DEANNE E. NEUMAN (48), associate editor for business and
employment relations services, began her BNA career in
1967 on the staff of INTERNATIONAL TRADE REPORTER. She
became managing editor of ITR in 1968 and served in that
photo of position throughout the extensive editorial changes and
Deanne E. additions to the ITR product group. In June 1991, she was
Neuman named assistant associate editor for business and human
resources services, a position she held until she was
promoted to associate editor in February 1993.
Neuman has served on several BNA committees,
including the editorial style committee, and as chairman
of the index advisory committee. She was a member of the
BNA Federal Credit Union board of directors from 1975 to 1992, serving
several terms as president, and also as supervisory committee chairman.
From March through August of last year she was a full-time member of
the business process re-engineering team, part of the ongoing publishing
systems project to plan BNA's next generation of publishing systems. The
BPR effort focused on developing new procedures for managing the
information BNA gathers and creates and taking advantage of new
technology to provide more efficient ways to deliver electronic and print
products.
Neuman is the author of the world trade updates in several of the
Encyclopedia Year Books published by Grolier Inc. While managing editor
of ITR, she was invited to participate in study trips sponsored by
Japan's Foreign Press Center and by South Korea's Information Ministry,
where she met with government and industry trade officials. She is a
1967 honors graduate of the University of Iowa with a B.A. in journalism
and political science.
<PAGE>24
JOHN V. SCHAPPI (64), vice president for human
resources, joined BNA 39 years ago as a staff
editor on LABOR RELATIONS REPORTER. In 1958 he
became assistant managing editor of LABOR RELATIONS
photo of REPORTER. Subsequently, he served as managing
John V. editor for the revamped BNA POLICY & PRACTICE
Schappi SERIES and UNION LABOR REPORT. He also has filled
in as acting managing editor of DAILY LABOR REPORT
and for the vertical labor services (CONSTRUCTION
LABOR REPORT, RETAIL SERVICES LABOR REPORT, and
GOVERNMENT EMPLOYEE RELATIONS REPORT.) He was
associate editor for labor services from 1972 to
1987 . He was named vice president for human resources in July
1987. Schappi served on BNA's board of directors from 1977 to 1979
and has been a member of the board since 1981. He currently is
vice chair of the board.
He is author of the BNA book, Improving Job Attendance.
Schappi is a member of Leadership Washington, Class of 1989-90, and
is currently on its board of directors. He also is a member of the
board of directors of the Pastoral Counseling and Consultation
Centers and is a member of the vestry for St. John's Church,
Lafayette Square.
A graduate of the New York State School of Labor and
Industrial Relations, Schappi also studied at the Cornell Law
School.
FREDERICK A. SCHENCK (65), served as vice president
for personnel, Cunard Line, Ltd. until December
1992. He continues to serve the company as a
consultant. Over a 20-year span, he served in a
number of administrative and human resource-related
photo of positions in New Jersey state government, from
Frederick A. personnel officer to director of the agency that
Schenck provides services to children and families. In
1977 he moved to federal government service and in
1978 became deputy under secretary of commerce,
with responsibility for field coordination of
Commerce's programs and delivery of resources and
services to state and local governments and the private sector in
areas of economic development, domestic and international trade,
and business development.
In 1979, Schenck became senior vice president, administration,
for Resorts International Casino Hotel, with executive
responsibilities for personnel management, industrial relations,
staff development and training, affirmative action, compensation
and benefits.
He continues to serve on the boards of many civic and
charitable organizations.
Schenck studied Business Administration at Howard University
and holds BS and MA degrees from Rider College.
<PAGE>25
NANCY J. SEDMAK (42), has been the managing editor
of LABOR RELATIONS REPORTER (LRR) since 1985. She
joined BNA in 1977 as a legal index editor and
became manager of the Labor Indexing Unit in 1981.
While she was managing editor, LRR launched two
photo of successful new services--INDIVIDUAL EMPLOYMENT
Nancy J. RIGHTS and AMERICANS WITH DISABILITIES CASES.
Sedmak Sedmak has served on a variety of internal
committees such as: audit committees whose
recommendations ranged from editorial and cost
improvements, to automating the editorial
processes, to ceasing publication; an editorial
quality committee; a total quality committee that addressed the
timeliness of producing bound case volumes; and a committee that
coordinates the editorial intern program. She also chaired the 1992
United Way campaign. While a member of the bargaining unit, Sedmak
was a member of The Baltimore-Washington Newspaper Guild and a
member of the organizing committee.
Sedmak is co-author of PRIMER OF EQUAL EMPLOYMENT OPPORTUNITY,
and contributing author to LABOR ARBITRATION: A PRACTICAL GUIDE FOR
ADVOCATES, both published by BNA Books.
Sedmak has participated in a variety of civic and volunteer
activities. She chaired the board of directors of a drug and
alcohol rehabilitation program for over four years. She also was
chairman of the Arlington Civil Service Commission. She currently
is a member of the Arlington Human Services Commission which is
completely reviewing the county's human-service offerings. She also
was a member of two condominium boards of directors.
Before coming to BNA, Sedmak worked as a legal editor for
Aspen Systems Corporation. While in college, she had an internship
position with Congresswoman Bella Abzug.
Sedmak, a native of McMurray, Pennsylvania, is a graduate of
Chatham College in Pittsburgh and Catholic University's Columbus
School of Law. She received an LL.M. in labor law from Georgetown
University Law Center in 1982. Sedmak is a member of the
Pennsylvania Bar.
MARY PATRICIA SWORDS (48), a member of BNA's board
of directors since 1991, is the regional sales
manager of the Mountain Region, based in Denver,
Colorado.
Her BNA career began in 1977, when she became
a field sales representative in Denver. During the
photo of eight years that she was a district representative,
Mary Patricia she qualified for the DSA every year that she was
Swords eligible.
Then, in 1985, Swords was promoted to regional
manager of the new Mountain Region. She oversees
the operation of 16 sales districts encompassing 11
states and Mexico. The Mountain Region has placed among the top
three regions for the past four years and has exceeded quota every
year since 1986.
Swords is a native of West Texas. She attended Stephens
College in Columbia, Missouri, where she majored in social
sciences. After graduation, she was hired as a social worker in
the Aid to Families with Dependent Children Program. She spent
five years working with AFDC mothers. In 1975 she entered sales,
when she joined the sales team at Moore Business Forms.
Swords has first-hand knowledge about and contact with our
sales representatives and our subscribers. She lives in Denver
with her husband, Art.
<PAGE>26
DANIEL W. TOOHEY (54), is a senior partner of the
Washington, D.C.-headquartered firm of Dow, Lohnes
& Albertson, where he has practiced since 1966. In
1984, he was appointed its managing partner, a
photo of position he held until January of 1991. Before
Daniel W. joining the law firm, he had been a general
Toohey attorney with the Federal Communications
Commission.
He is general counsel to the Greater
Washington Area Board of Trade, a trustee and
executive committee member of the Federal City
Council, vice chairman of the board of the
Shakespeare Theatre, and past-president of the Legal Aid Society.
He is a graduate of St. Louis University (A.B., 1961; J.D.,
1964) and has co-authored the book Legal Problems in Broadcasting
(1974) and several articles. He is a frequent lecturer at many
universities. He is admitted to practice in the District of
Columbia, and the states of New York and Missouri.
LOENE TRUBKIN (51), founded Data Courier, Inc., a
leading database publishing firm, in 1972 and was
its president for more than a decade. An expert on
database economics, Trubkin now consults with
photo of information industry firms on product development
Loene and marketing strategies. She has served on the
Trubkin boards of directors of Data Courier, Inc.; Sedgwick
Printout Systems Corporation; the Information
Industry Association; and such BNA subsidiaries as
Fisher-Stevens, Inc. and Executive Telecom System
International.
Trubkin joined the BNA board of directors in
1985. She serves on the executive compensation and audit
committees.
A chartered financial analyst, Trubkin is a Phi Beta Kappa
graduate of the University of California at Berkeley, with a B.A.
in economics.
A native California, she and her husband Sid recently returned
to residence in Southern California after a 21-year absence; the
6.6 Northridge earthquake has not shaken their resolve to continue
enjoying the sunshine there.
<PAGE>27
PAUL N. WOJCIK (45), vice president, general
counsel, and corporate secretary. In September
1993 he was named Executive Director of the
Publishing Systems Project, a five-year project to
photo of design, build, and implement a new publishing
Paul N. system able to efficiently produce BNA products in
Wojcik a variety of media. He was elected to BNA's board
of directors in 1989 and serves on the board's
executive and budget committees. He also serves as
a member of the board of directors of BNA
Communications Inc., BNA International Inc., BNA
Washington Inc., and The McArdle Printing Co., Inc.
Wojcik first joined BNA in 1972 as an editor for U.S. LAW WEEK
and was named managing editor of that service in 1979. In 1984, he
became corporate counsel, and in June 1988, he became vice
president and general counsel. He is currently a member and vice-
chairman of the administrative committee for the BNA pension plan
and a member of BNA's insurance committee, its investment
committee, and its deferred stock plan administrative committee.
Wojcik is a graduate of Washington and Lee University and
Catholic University's Columbus School of Law. He is active in the
Information Industry Association, serving as that organization's
treasurer, and as a member of its board of directors and executive
committee.
Appendix to attachment
Photos of nominees are included with their respective biographical sketches.
<PAGE>28
[INTERIOR ENVELOPE]
THE BUREAU OF NATIONAL AFFAIRS, INC.
CLASS A COMMON STOCK PROXY FORM -------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS Signature of Shareholder
(Sign exactly as shown on label)
I HEREBY APPOINT DEBORAH W. EMBRY OR JEFF
KISER AS PROXY TO REPRESENT ME AND TO VOTE ALL
THE SHARES OF CLASS A COMMON STOCK HELD BY ME
ON MARCH 26, 1994, AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 16, 1994, -------------------------------
OR ANY ADJOURNMENTS THEREOF. MY SHARES ARE Date
TO BE VOTED ONLY AS DESIGNATED BY ON THE
ENCLOSED BALLOT, WHICH IS MADE A PART HEREOF,
AND I WITHHOLD AUTHORITY TO VOTE ON ANY OTHER
MATTER BROUGHT BEFORE THE MEETING.
<PAGE>29
THE BUREAU OF NATIONAL AFFAIRS, INC.
ANNUAL STOCKHOLDERS MEETING
April 16, 1994
CLASS "A" BALLOT
INSTRUCTIONS: BOARD OF DIRECTORS
SHARES OWNED
Place an X in the box after the
name of the candidates for whom you
wish your proxy to cast your votes. REGULAR
You are entitled to vote for not more
than three outside candidates and DEFERRED
for not more than 12 stockholder
candidates.
- -------------------------------------------------------------------------------
STOCKHOLDER CANDIDATES
Beltz, William A.* 1.__ Korphage, George J.* 12.__
Blanchard, Jacqueline M.* 2.__ Lott, Bernard 13.__
Boylan, Jack 3.__ Masters, Donald A 14.__
Brooks, Robert A. 4.__ McFarland, David P. 15.__
Curtis, Christopher R.* 5.__ McIntosh, Toby J. 16.__
Degler Sandra C.* 6.__ Mooney, Mark E. 17.__
Gill, Kathleen D.* 7.__ Neuman, Deanne E. 18.__
Harris, Anthony A. 8.__ Schappi, John V.* 19.__
Hecker, U. Joseph 9.__ Sedmak, Nancy J. 20.__
Jenc, Jack 10.__ Swords, Mary Patricia* 21.__
Jenkins, John A.* 11.__ Wojcik, Paul N.* 22.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 23.__
Toohey, Daniel W.* 24.__
Trubkin, Loene* 25.__
* Member of present Board
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
BALLOT INSTRUCTIONS
To vote you must:
Complete and fold Ballot Sign and Date Envelope
-------------
Put it in Proxy Envelope Seal Envelope
