<PAGE>
As filed with the Securities and Exchange Commission on September 13, 1994
File No.
- --------------------------------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
THE BUREAU OF NATIONAL AFFAIRS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 53-0040540
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1231 25th Street, N.W. 20037
Washington, D.C. (Zip Code)
(Address of Principal Executive
Offices)
STOCK PURCHASE AND TRANSFER PLAN
and
THE BNA DEFERRED STOCK PURCHASE PLAN
(Full Title of the Plan)
William A. Beltz, President With a copy to:
The Bureau of National Affairs, Inc.
1231 25th Street, N.W. David A. Massey
Washington, D.C. 20037 Sutherland, Asbill
(202) 452-4252 and Brennan
(Name, address and telephone number 1275 Pennsylvania Ave. NW
of agent for service of process) Washington, D.C. 20004
<PAGE>
CALCULATION OF REGISTRATION FEE
Stock Purchase and Transfer Plan
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
To Be to be Offering Offering Registration
Registered Registered Per Share (1) Price (1) Fee
==============================================================================
Class A Common
Stock, $1
par value...... 50,000 $22.00 $1,100,000 $379.31
==============================================================================
Deferred Stock Purchase Plan
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
To Be to be Offering Offering Registration
Registered Registered Per Share (1) Price (1) Fee
==============================================================================
Class A Common
Stock, $1
par value...... 85,000 $22.00 $1,870,000 $644.83
==============================================================================
(1) In accordance with Rule 457(h) and General Instruction E to Form S-8,
the aggregate offering price and the amount of the registration fee is
computed with respect to the maximum number of the registrant's
securities issuable under the plan that are covered by this registration
statement. The offering price per share of Class A Common Stock, as
determined by the Company's Board of Directors, is $22.00, and such
offering price applies to purchases of such stock under the Deferred
Stock Purchase Plan and to purchases (and sales) of such stock under the
Stock Purchase and Transfer Plan.
In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the BNA Deferred Stock Purchase Plan.
<PAGE>
The contents of the registrant's registration statement on Form S-8
filed with the Securities and Exchange Commission ("Commission") on September
13, 1990 (Commission file no. 33-36816) are incorporated by reference into
this registration statement.
<PAGE>
Item 8. Exhibits. In addition to those Exhibits previously filed in
Item 8 to the registration statement incorporated herein by reference, the
following exhibits are included with this registration statement in accordance
with General Instruction E to form S-8:
5.1 Opinion of Paul N. Wojcik
5.2 Opinion of McDermott, Will & Emery.
24.1 Consent of Paul N. Wojcik (contained in Exhibit 5.1)
24.2 Consent of McDermott, Will & Emery (contained in Exhibit 5.2).
24.3 Consents of KPMG Peat Marwick, LLP.
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Form
S-8 registration statement (incorporating the contents of its registration
statement filed September 13, 1990, registration number 33-36816), to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C. on the 8th day of September, 1994.
THE BUREAU OF NATIONAL AFFAIRS, INC.
By: s\ William A. Beltz
---------------------------------
William A. Beltz
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities stated in each case as of the 8th day of September, 1994. Each of
the undersigned officers and directors hereby severally costsutes Paul N. Wojcik
and Gilbert S. Lavine, and each of them singly, as true and lawful attorneys-
in-fact with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, and to file any and all
further amendments to the Registration Statement filed herewith, making such
changes in the Registration Statement as the registrant deems appropriate, and
generally to do all things in our name and on our behalf as officers and
directors to enable The Bureau of National Affairs, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission.
SIGNATURE TITLE DATE
- ---------------------------------------------------------------------------
s\ William A. Beltz
- --------------------------- Chairman of the Board, September 8, 1994
William A. Beltz President, Chief
Executive Officer
and Director
s\ George J. Korphage
- --------------------------- Vice President, Chief September 8, 1994
George J. Korphage Financial Officer
(Principal Accounting
Officer) and Director
s\ Jacqueline M. Blanchard
- --------------------------- Director September 8, 1994
Jacqueline M. Blanchard
s\ Christopher R. Curtis
- -------------------------- Director September 8, 1994
Christopher R. Curtis
s\ Sandra C. Degler
- -------------------------- Director September 8, 1994
Sandra C. Degler
<PAGE>
s\ Kathleen D. Gill
- -------------------------- Director September 8, 1994
Kathleen D. Gill
s\ Anthony Harris
- -------------------------- Director September 8, 1994
Anthony Harris
s\ John V. Schappi
- -------------------------- Director September 8, 1994
John V. Schappi
s\ Frederick A. Schenck
- -------------------------- Director September 8, 1994
Frederick A. Schenck
s\ Mary P. Swords
- -------------------------- Director September 8, 1994
Mary P. Swords
s\ Daniel W. Toohey
- -------------------------- Director September 8, 1994
Daniel W. Toohey
s\ Loene Trubkin
- -------------------------- Director September 8, 1994
Loene Trubkin
s\ Paul N. Wojcik
- -------------------------- Director September 8, 1994
Paul N. Wojcik
The Deferred Plan.
Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Deferred Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Washington, D.C. on the 8th day of September,
1994.
THE BUREAU OF NATIONAL AFFAIRS, INC.
DEFERRED STOCK PURCHASE PLAN
By: s\ Paul N. Wojcik
----------------------------------
Paul N. Wojcik
(Chairman of the Committee)
<PAGE>
FORM S-8
THE BUREAU OF NATIONAL AFFAIRS, INC.
SEPTEMBER 13, 1994
INDEX TO EXHIBITS
Item
5.1 Opinion of Paul N. Wojcik
5.2 Opinion of McDermott, Will & Emory
24.1 Consent of Paul N. Wojcik
(contained in Exhibit 5.1)
24.2 Consent of McDermott, Will & Emory
(contained in Exhibit 5)
24.3 Consents of KPMG Peat Marwick, LLP
<PAGE>
EXHIBIT 5.1
The Bureau of National Affairs, Inc.
Paul N. Wojcik
1231 25th Street, N.W.
Washington, D.C. 20037
September 13, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Relating to The Bureau of National Affairs, Inc.
Stock Purchase and Transfer Plan
BNA Deferred Stock Purchase Plan
Ladies and Gentlemen:
As Vice President, Secretary, and General Counsel of The Bureau of
National Affairs, Inc., a Delaware corporation (the "Company"), I am acting as
counsel to the Company in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the shares of Common Stock,
par value $1.00 per share (the "Common Stock"), issuable under the Stock
Purchase and Transfer Plan (the SPTP") and The BNA Deferred Stock Purchase
Plan (the "DSPP"). I am a member of the Bar of the Commonwealth of Virginia.
I am generally familiar with the properties and affairs of the Company
(including the SPTP and the DSPP). I have also examined those records I
deemed necessary for the purpose of this opinion. On that basis, I am of the
opinion that the 135,000 shares of Common Stock, when issued pursuant to the
terms of the SPTP and the DSPP, will be validly issued, fully paid and
nonassessable shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Sincerely,
s\ Paul N. Wojcik
------------------
Paul N. Wojcik
<PAGE>
EXHIBIT 5.2
McDermott, Will & Emory
Larry E. Shapiro, P.C.
1850 K Street N.W.
Washington, D.C. 20006-2296
September 6, 1994
BY MESSENGER
- ------------
The Bureau of National Affairs, Inc.
1231 25th Street, N.W.
Washington, D.C. 20037
Attention: Deferred Stock Purchase Plan Committee
--------------------------------------
In connection with the Registration Statement which relates, among other
things, to the registration and offering of Class A common stock and the
purchase of such stock by the BNA Deferred Stock Purchase Plan, originally
adopted on April 17, 1982, and effective as of January 1, 1983 (the "Plan"),
we have examined the Plan and Trust Agreement thereunder (the "Trust
Agreement") and the amendments thereto (collectively the "Plan documents").
The "Instructions as to Exhibits" to Form S-8 require an opinion of
counsel which confirms compliance of the provisions of the written documents
constituting the Plan with the requirements of the Employee Retirement Income
Securities Act of 1974 ("ERISA") pertaining to such provisions. Our opinion
relates only to the Plan's tax status under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Plan's status under the
applicable provisions of ERISA, and further relates to the Plan's form and not
to its operation. We are, on the basis of such review, of the opinion that
the current status of the Plan with respect to compliance of the Plan
documents with the requirements of the Code and ERISA is as follows:
The Plan is subject to certain requirements of the Code and ERISA. The
Bureau of National Affairs, Inc. ("BNA") has received a determination letter
dated April 2, 1986 from the IRS, a copy of which letter is attached, to the
effect that the Plan as adopted on April 17, 1982 and effective as of January
1, 1983 and as amended on July 11, 1985 but effective as of January 1, 1985,
qualifies under Section 401(a) of the Code. Subsequent to such determination
letter, the Plan has been amended in certain respects, generally effective as
of January 1, 1987, although certain amendments are effective at later dates.
<PAGE>
To date only certain final and proposed regulations have been issued by
the IRS and the U.S. Department of Labor with respect to the requirements of
the Code, as amended by the Tax Reform Act of 1986, and ERISA. Accordingly,
our opinion concerning compliance of the Plan documents with Section 401(a) of
the Code and the portion of ERISA not amendatory of the Code is necessarily
based on our present understanding of the applicable requirements of the Code
and ERISA. BNA intends to request that a determination letter from the IRS be
issued stating that the Plan, as amended, continues to meet the requirements
of a qualified stock bonus plan under Section 401(a) of the Code and of a
qualified cash or deferred arrangement under Section 401(k) of the Code. If
the IRS requires certain changes to the amended Plan as a condition to the
issuance of a determination letter, BNA has represented that such changes will
be made. On the basis of the above, it is our opinion that (i) the amended
provisions of the Plan, adopted subsequent to the IRS determination, were
drafted with the intention of complying with the requirements of Section
401(a) of the Code and (ii) that the IRS should issue the requested
determination that the Plan continues to meet such requirements.
Subject to the foregoing, it is also our opinion that the Plan documents
substantially comply with the applicable portions of ERISA which are not
amendatory of the Code.
We hereby consent to the use of this opinion in connection with the
Registration Statement filed with the Securities and Exchange Commission to
register the shares of Class A common stock to be offered as aforesaid.
Very truly yours,
MCDERMOTT, WILL & EMERY
By: s\ Larry E. Shapiro
-----------------------
Larry E. Shapiro, P.C.
Enclosure
<PAGE>
Internal Revenue Service refer to: 52110033
Baltimore, MD April 02, 1986 LTR 835C
53-0040541P
01733
Bureau of National Affairs, Inc.
1231 25th Street N.W.
Washington, D.C. 20037
District Office Code and
Case Serial Number: 525266083 EP
Name of Plan: BNA Deferred Stock Purchase Plan
Application Form: 5301
Date Amended: July 11, 1985
Employer Identification Number: 53-0040541
Plan Number: 002
File Number: 520012911
Dear Applicant:
Based on the information supplied, we have made a favorable determination on
your application identified above. Please keep this letter in your permanent
records.
Continued qualification of the plan will depend on its effect in operation
under its present form. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) The status of the plan in operation will be reviewed
periodically.
The enclosed document describes some events that could occur after you receive
this letter that would automatically nullify it without specific notice from
us. The document also explains how operations of the plan may affect a
favorable determination letter, and contains information about filing
requirements.
This letter relates only to the status of your plan under the Internal Revenue
Code. It is not a determination regarding the effect of other Federal or
local statutes.
This plan also satisfies the provisions of sec 401(k) of the Code.
We have sent a copy of this letter to your representative as indicated in the
power of attorney.
If you have any questions, please contact R D Morris at 962-2590.
Sincerely yours,
s\ Teddy R. Kern
-----------------
Teddy R. Kern
District Director
Enclosure(s):
Publication 794
Publication OPWBP-515
<PAGE>
EXHIBIT 24.3
Consent of Independent Auditors
-------------------------------
We consent to the incorporation by reference in the registration statement on
Form S-8 of The Bureau of National Affairs, Inc. of our report dated February
22, 1994, relating to the consolidated balance sheets of The Bureau of
National Affairs, Inc. and subsidiaries as of December 31, 1993 and 1992, and
the related consolidated statements of income, changes in stockholders'
equity, and cash flows and related consolidated financial statement schedules
for each of the years in the three-year period ended December 31, 1993, which
report appears in the December 31, 1993 annual report on Form 10-K of The
Bureau of National Affairs, Inc.
s\ KPMG Peat Marwick, LLP
--------------------------
KPMG Peat Marwick, LLP
Washington, D.C.
September 12, 1994
<PAGE>
Consent of Independent Auditors
-------------------------------
The Administrative Committee of
The Bureau of National Affairs, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of The Bureau of National Affairs, Inc. of our report dated March 11,
1994, relating to the statements of net assets available for benefits of the
BNA Deferred Stock Purchase Plan as of December 31, 1993 and 1992, and the
related statements of changes in net assets available for benefits for each of
the years in the three-year period ended December 31, 1993, which report
appears in the December 31, 1993 annual report on Form 11-K of the BNA
Deferred Stock Purchase Plan.
s\ KPMG Peat Marwick, LLP
--------------------------
KPMG Peat Marwick, LLP
Washington, D.C.
September 12, 1994
