<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:
(X) Preliminary Proxy Statement
( ) Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2)
( ) Definitive Proxy Statement
( ) 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)
- ----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or14a-6(j(2) or
Item 22(a)(2) of Schedule 14A.
( ) $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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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
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<PAGE> 2
THE BUREAU OF NATIONAL AFFAIRS, INC.
Cynthia J. Bolbach 202-452-4580
Corporate Secretary
NOT A PROXY SOLICITATION
PRELIMINARY -- SUBJECT TO REVISION
March 24, 1995
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 15, 1995, at 10:00 a.m., at the
ANA (Westin) Hotel, 2445 M Street, N.W., Washington, D.C., for
the following purposes: (i) electing the 15 members of the Board
of Directors; (ii) voting on a Proposed Resolution submitted by the
Board of Directors reaffirming the commitment to employee
ownership (the "Proposed Resolution"); and (iii) transacting such
other business as may properly be brought before the meeting.
An annual report, which includes financial statements for the
year ended December 31, 1994, 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 LLP 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 LLP, 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. It is unfortunate that the date of this year's annual
meeting conflicts with Passover and Easter holidays. However, the
Corporation's bylaws specify that the annual meeting be held on the
third Saturday in April, and a number of deadlines leading up to the
meeting are dependent on the scheduled date. Therefore, it was not
feasible to change the April 15 date. Stockholders who are unable
to attend are urged to participate by proxy.
Cordially,
s\ Cynthia J.Bolbach
---------------------
Enclosures
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 15, 1995
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 15, 1995, 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 24, 1995. An
annual report, including financial statements for the year ended
December 31, 1994, 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 25, 1995, are entitled to vote at
the meeting or any adjournment thereof. On such date, there were
3,398,707 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
1995 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 1995 Annual Meeting.
<PAGE> 4
<TABLE>
STOCK OWNERSHIP OF EXECUTIVE OFFICERS AND NOMINEES 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, 1995, 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 65 Chairman of the Board 63,120 (1.84)
1967 and Chief Executive Officer
* Jacqueline M. Blanchard 45 Vice President for 17,657 (0.52)
1993 Human Resources
* Jack Boylan 55 Vice President for 9,950 (0.29)
1994 Administration and
President, BNA Washington
* Robert B. Brooks 44 Vice President and 14,602 (0.43)
1994 Director of Sales & Marketing
* Christopher R. Curtis 43 Senior Sales Representative 24,042 (0.70)
1993
* Sandra C. Degler 55 President, 49,664 Class A
1990 Tax Management Inc. (1.45)
60,209 Class B
(1.25)(a)
* Kathleen D. Gill 48 Vice President and 20,039 (0.59)
1986 Executive Editor
* Anthony A. Harris 39 Employment Relations/ 1,389 (0.04)
1994 Diversity Manager
Eileen Z. Joseph 47 Associate Editor, 3,979 (0.12)
Environment & Safety
* George J. Korphage 48 Vice President and 37,802 (1.10)
1988 Chief Financial Officer
<PAGE> 5
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1995, 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>
David P. McFarland 40 General Manager, BNA Software 2,344 (0.07)
* John V. Schappi 65 Vice Chairman of the Board 27,779 (0.81)
1977
Gary C. Seltzer 46 Manager, 2,887 (0.08)
Circulation Department
* Mary Patricia Swords 49 Regional Sales Manager, 19,137 (0.56)
1991 Mountain Sales Region
* Paul N. Wojcik 46 President and 15,261 (0.45)(a)
1989 Chief Operating Officer
STOCK OWNERSHIP OF NOMINEES FOR THREE "OUTSIDE" DIRECTORS
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1995, 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 66 Consultant -0-
1991
* Daniel W. Toohey 55 Senior Partner, -0-
1991 Dow, Lohnes & Albertson
* Loene Trubkin 52 Chartered -0-
1985 Financial Analyst
* Member of Present Board
<PAGE> 6
<FN> a
(a) The shares of Mrs. Degler and Mr. Wojcik include 60,209
Class B 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, 1995, all directors and executive officers as
a group beneficially owned 326,004 shares of Class A common stock,
or 9.52 percent of the outstanding Class A shares, and 60,209 shares
of Class B common stock, or 1.25 percent of the outstanding Class
B shares. These share totals include 726 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 25, 1995, 4,819,666 shares of Class B common
stock and 430,888 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 11 times during 1994. 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 1994, the
Audit Committee met four 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 1994, the Executive
Committee met two times. Its members are Messrs. Beltz,
Korphage, Wojcik, Ms. Gill, and Mrs. Degler.
EXECUTIVE COMPENSATION COMMITTEE. The
Executive Compensation Committee makes recommendations to the
Board of Directors annually concerning the compensation of the
Corporation's Chairman and CEO, and determines the salaries of
presidents of subsidiary companies, department heads and directors
of divisions. During 1994, the Executive Compensation Committee
met nine times. Its members are Ms. Trubkin, and Messrs. Schenck
and Toohey.
<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 1995 election
of Directors were Jacqueline M. Blanchard, Chair, Christopher R.
Curtis, Sandra C. Degler, Balraj K. Palli, and Stanley S. Pond. 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. PROPOSED STOCKHOLDER RESOLUTION
The Company's Board of Directors hereby submits to the
Company's Class A stockholders the following Proposed Resolution:
RESOLVED, That the stockholders hereby reaffirm
their commitment to employee ownership. Accordingly, they
request that the Board of Directors neither (i) retain any
broker or other financial advisor for the purpose of soliciting
offers to acquire the Company by sale or merger, nor (ii)
otherwise actively solicit such offers.
THE BOARD BELIEVES THAT THE FOREGOING RESOLUTION IS IN THE BEST
INTEREST OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT
STOCKHOLDERS VOTE FOR APPROVAL OF THE RESOLUTION.
DISCUSSION
Since 1947, employee ownership has both defined BNA as a
company and resulted in many advantages to the company's
shareholders. Three generations of BNA employee/owners have
worked for themselves, at jobs that have paid good salaries and
benefits, and have received a steady return on their investment.
The Board's stock pricing philosophy is, and always has been,
to value the stock in a way that will ensure stable and steady growth
in the price of the shares we hold. This approach has provided
shareholders with a secure investment that has yielded a return
significantly better than the Standard & Poor's averages while never
experiencing a decline, in marked contrast to the price volatility
often associated with stock that is traded on the open market. This
approach also has given us the freedom to make business decisions
that are in the best long-term interests of shareholders and
employees without outside influence or interference.
<PAGE> 8
BNA stock might bring a higher price from a buyer who
wants to acquire full ownership and control of the company. The
Board recognizes that shareholders would most likely realize a one-
time capital gain if the company were to be sold. However,
focusing only on that one-time gain is short-sighted.
First, a sale of the company might imperil some or all of the
substantial employee and retirement benefits now available. The
Board has been advised by counsel that if it initiated an active
bidding process for the company, the Board would be subject to a
duty to obtain the best value reasonably available to stockholders.
Accordingly, in evaluating offers and determining which offer to
submit to shareholders, the Board could not legally take into
account the interests of employees and retirees in continuing
employment or in maintaining existing benefits.
Second, shareholder/employees are active participants in the
management of the company. At every annual meeting, there are
more candidates for directors than there are seats on the Board.
Any shareholder who obtains the signatures of shareholders who
collectively own two percent of the outstanding Class A stock can
run for the Board. A number have done so successfully. This
election procedure is very different from that used by most large
corporations, which as a rule offer shareholders a slate of candidates
consisting of the same number of nominees as there are open slots
for directors. BNA shareholders have an unusually strong ability to
influence and become involved in the management of the company,
an ability that would be lost if BNA were sold.
Third, BNA has provided a stable and favorable return to its
shareholders. The performance graph included at page 12 of this
proxy statement demonstrates that point. Our financial performance
in 1994, as documented in the annual report, established a new high
in revenues and net income, and reflected a 13.5% increase in
operating profit. Although past results do not guarantee future
performance, the Board believes that BNA stock will continue to
provide BNA employees and retirees with a secure and productive
investment in the years to come.
This company's visionary founders foresaw the great potential
of an employee-owned company. They were right. We have
prospered as a company and as individual employee/owners.
Employee ownership has worked, and BNA is a success story in
which we have all shared. The Board's resolution calls for an
endorsement of employee ownership that will enable current and
future employee-owners to continue to share in that vision, and to
reap the benefits of belonging to an employee-owned company.
THE BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE PROPOSED
RESOLUTION.
The proposed shareholder resolution will be adopted if a
majority of the Class A shares entitled to vote at the annual meeting
votes in its favor. Abstentions will be treated as a vote against the
Proposed Resolution.
<PAGE> 9
IV. 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, 1994, 1993, and 1992, 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.
<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 1994 $ 346,539 $ 5,676
Chief Executive Officer 1993 $ 328,558 $ 6,006
1992 $ 329,519 $ 8,152
Robert B. Brooks
Vice President and 1994 $ 187,692 $ 3,066
Director of 1993 $ 176,539 $ 3,213
Sales and Marketing 1992 $ 176,923 $ 4,063
Jack Boylan
Vice President for 1994 $ 164,615 $ 2,741
Administration 1993 $ 156,923 $ 2,909
1992 $ 157,654 $ 3,961
Kathleen D. Gill (c)
Vice President and 1994 $ 164,615 $ 2,666
Executive Editor 1993 $ 138,753 $ 2,419
1992 Not Applicable
Paul N. Wojcik
Senior Vice President, 1994 $ 164,615 $ 2,678
General Counsel, and 1993 $ 145,615 $ 2,653
Secretary 1992 $ 143,842 $ 3,566
<FN> a
(a) Based upon 26 pay periods in 1994, 25 1/2 pay periods in 1993, and
27 pay periods in 1992.
<FN> b
(b) Cash Profit Sharing
<FN> c
(c) Ms. Gill was not an executive officer during 1992.
<PAGE> 10
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
During 1994, the members of the Executive Compensation Committee were
Messrs. Schenck and Toohey, and Ms. Trubkin. The members of the Committee serve
as the Board's outside directors, and none 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 made a recommendation to the Board of Directors
concerning the compensation of the Corporation's Chief Executive
Officer. The Committee, acting for the Board, also had the
responsibility of approving 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 during 1994, including
the Chief Executive Officer, was composed of salary and
participation in the BNA Employees' Cash Profit-Sharing Plan.
There were no special incentive compensation plans for any
corporate officers. Instead, the salaries for all executive officers,
including the Chief Executive Officer, were set and profit-sharing
participation was determined by the compensation philosophy and
plan applicable to all management and supervisory employees of the
Corporation. The salary of the Chief Executive Officer was
recommended by the Executive Compensation Committee and
approved by the Board of Directors. Salaries for all other executive
officers of BNA were 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. Because base salary provides nearly all 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.
In 1994, the Committee began the process of examining the
competitiveness of BNA's salary structure for executive officers, as
compared to other publishing companies, but that process has not
been completed.
Each officer's compensation is based on an evaluation of his
or her performance and contribution to departmental and corporate
goals. In fiscal year 1994, the Chief Executive Officer determined
salary increases for the executive officers by 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
<PAGE> 11
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 distributed 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 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 Chief Executive Officer, 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.
In determining the compensation paid to the Chief Executive
Officer in 1994, the Committee evaluated how well the CEO met
objectives set during 1993. The Committee and the CEO also
mutually developed objectives during 1994 that will serve as the
basis for determining the CEO's compensation for 1995. CEO
compensation was based in part on the performance of the
company, but also reflected the Committee's subjective evaluation
of how well the CEO met the specific goals for 1994, which included
succession planning and overseeing the company's financial
performance. No specific 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 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 it.
Frederick A. Schenck, Chairman
Daniel W. Toohey
Loene Trubkin
<PAGE> 12
</TABLE>
<TABLE>
D. PERFORMANCE GRAPH
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-12/31/89 $100.00 $100.00 $100.00
FYE 12/31/90 120.40 96.90 81.70
FYE 12/31/91 136.20 126.30 97.60
FYE 12/31/92 146.90 135.90 111.00
FYE 12/31/93 179.70 149.60 137.20
FYE 12/31/94 200.70 151.60 132.10
</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, 1989, and that all
dividends were reinvested.
<PAGE> 13
E. DIRECTORS' 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 1994 for these services and for her services as a director were
$37,000.
Mr. Toohey chairs the Audit Committee and serves as a
member of the Executive Compensation Committee. Total amounts
paid to him in 1994 for director's and committee fees were $37,000.
Mr. Schenck chairs the Executive Compensation Committee
and serves as a member of the Audit Committee. Total amounts
paid to him in 1994 for director's and committee fees were $36,000.
F. CERTAIN RELATIONSHIPS AND TRANSACTIONS.
During 1994, 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.
V. 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.
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.
<PAGE> 14
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.
<TABLE>
<CAPTION>
Years of Service
Average Annual
Compensation* 10 20 30 40
-------------- ------- -------- -------- --------
<S> <C> <C> <C> <C>
$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
</TABLE>
* 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.
For the named executive officers, the compensation included
in the calculation of benefits under the Retirement Plan are those
set forth in Columns (a) and (b) of the Summary Compensation
Table. The years of credited service under the Retirement Plan for
the employees named in the table above are as follows: Mr. Beltz,
38; Mr. Boylan, 32; Mr. Brooks, 21; Ms. Gill, 25; and Mr. Wojcik,
22.
VI. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1993,
1994, and the current year are KPMG Peat Marwick LLP. 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.
VII. VOTING PROCEDURES
Enclosed is a ballot and proxy form/envelope to be used in
voting for directors and with respect to the Proposed Resolution.
Instructions for the use of the ballot appear on the ballot.
<PAGE> 15
Please note that the ballot lists the number of shares you are
entitled to vote. Class A stockholders who are participants in the
Deferred Stock Purchase Plan (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
Stock Transfer and 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 has been designated by the Board of
Directors as the inspector and judge of the election and of any other
vote which may be taken at the annual meeting.
The votes for directors and on the Proposed Resolution will
be tallied by Peat Marwick LLP, 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 and on the Proposed
Resolution will be made. 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.
VIII. 1996 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 1996 Annual Meeting must
be received by the Corporation no later than November 30, 1995.
Such proposals should be directed to the Secretary of the
Corporation at its principal office in Washington, D.C.
IX. 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 and voting on the Proposed Resolution. 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.
<PAGE> 16
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\ Cynthia J.Bolbach
-----------------------------------
Cynthia J. Bolbach
Corporate Secretary
March 24, 1995
<PAGE> 17
Attachment
BIOGRAPHICAL SKETCHES OF NOMINEES
WILLIAM A. BELTZ (65), chairman of
the board, chief executive officer, and
editor in chief, joined BNA in 1956. He
Photo of has been a member of BNA's board of
William A. Beltz directors since 1967, and prior to his
election as an officer of the corporation
served as chairman of the board's budget
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 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 (45),
appointed vice president for human
resources in July 1994, began her BNA
Photo of career in 1984 as a labor relations
Jacqueline M. Blanchard specialist. She was appointed assistant to
the president for labor relations in 1986,
and she became director of labor
relations in 1987. In 1988 the labor
relations office and the then personnel
office were merged into a new human
resources department. Jackie's duties
were expanded beyond labor-management
relations in 1991 to encompass broader
responsibilities involving employee
relations generally, and in 1992 she took
on additional operational oversight
responsibilities within the department.
She has served as a member of the
BNA Board of Directors since April 1993.
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 on the employee relations standing
committee of the Newspaper Association of America, the advisory
board of Manchester, Inc., and is an ex officio member of the board
of the D.C. chapter of the Industrial Relations Research
Association, where she served as president in 1993-1994.
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.
<PAGE> 18
JACK BOYLAN (55), vice president for
administration and president, BNA
Washington, Inc. Boylan joined BNA 20
years ago as corporate manager of data
Photo of processing. In 1986 he was appointed
Jack Boylan vice president for administration,
assuming 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 BNA's board of
directors, the management planning committee, publishing systems
steering committee, electronic publishing strategy committee, and
the BNAW board of directors. He chairs the business systems plan
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 (44), has been
vice president and director of Sales and
Marketing since December 1991. He
began his career at BNA in 1974 as a
Photo of district sales representative and since
Robert B. Brooks then, has held increasingly responsible
positions in product and marketing
management. He is currently a member
of the BNA board of directors and has
served on the board of directors for two
subsidiaries previously owned by BNA.
Brooks is a member of BNA's
management planning committee and
BNA's new corporate development
committee. He also serves on steering
committees for electronic publishing,
business systems, publishing systems, and new product development.
Brooks was Rookie-of-the-Year Runner-Up in 1975
and in 1976 his sales ranked him in the top ten of 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 appointed marketing manager for the parent company.
In 1984, Brooks started BNA Software as a separate division where
he served as general manager for seven years.
Brooks earned his B.A. in economics from Clemson
University.
<PAGE> 19
CHRISTOPHER R. CURTIS (43), senior
representative, joined BNA as a district
representative in Oklahoma City in 1976.
In 1977 he won the Rookie-of-the-Year
Award and has qualified for the
Photo of Distinguished Sales Award every year
Christopher R Curtis since. Curtis earned the designation of
Senior Representative in 1987 and has
been a member of the top ten sales
performers five times. He has sold over
1.7 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 1995, and elected to
the board of directors in 1993.
Curtis is a member of the Oklahoma Safety Council,
Oklahoma Payroll Association, Oklahoma City Human Resource
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 (55), president,
Tax Management Inc., has been a
member of the Tax Management board
of directors since 1981 and the BNA
Photo of board of directors since 1990. She has
Sandra C. Degler also served on the boards for two other
BNA subsidiaries.
Over her 28-year career with BNA,
she has served as BNA marketing
manager, labor product 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 executive
committee, budget committee, the corporate and retirement plan
investment committee, the corporate development committee, the
corporate management planning committee, 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, has served on the Advisory Board
of Queens College Center for the New American Workforce, and
is a member of Who's Who Executive Club.
<PAGE> 20
KATHLEEN D. GILL (48), was named
vice president and executive editor in
February 1993, after having served as
associate editor of business and human
Photo of resources services for six years. She has
Kathleen D. Gill been a member of BNA's board of
directors since 1986. She was the first
managing editor of BNA PENSION
REPORTER, and was responsible for the
development 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 (39), has been
the employee relations/diversity manager
in the Human Resources Department
since April 1994. Harris is responsible
for formulating, administering, and
Photo of communicating employee relations policy
Anthony A. Harris for BNA employees. Harris also has
primary departmental responsibility for
workforce diversity initiatives.
From 1987 until moving to the
Human Resources Department, Harris
was the managing editor of BNA's
GOVERNMENT EMPLOYEE
RELATIONS REPORT and
CONSTRUCTION LABOR REPORT.
Harris began his career at BNA in 1977
as a proofreader in the Production
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.
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 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 has instructed new managers at
BNA on writing job descriptions and job tests, and on interviewing
techniques. 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 is the chairman of the joint traineeship committee.
He is a member of the internship committee, testing committee, and
career development and diversity awareness subcommittees of the
joint EEO committee.
Harris holds a degree in journalism from the
University of Maryland.
<PAGE> 21
EILEEN Z. JOSEPH (47), associate
editor, environment and safety services,
began her 24 years with BNA as an entry-
level reporter on the staff of
OCCUPATIONAL SAFETY & HEALTH
Photo of REPORTER, ultimately becoming its
Eileen Z. Joseph senior editor. Appointed to management
in 1976, she was in charge of the
division's new products and developed
JOB SAFTEY AND HEALTH. She
continued to develop all the services in
the environment, safety and health series
including LOSS PREVENTION AND
CONTROL, WATER POLLUTION
CONTROL, AIR POLLUTION
CONTROL, CHEMICAL SUBSTANCES
CONTROL, and "INSURANCE AND
RISK MANAGEMENT," for all of which she
served as managing editor. In 1987, following passage of the Superfund
amendments, she developed BNA's RIGHT-TO-KNOW PLANNING GUIDE and was
also its managing editor.
Joseph created, developed, and edited a book,
CHEMICAL SAFETY DATA GUIDE. She has also participated in
many BNA conferences and chaired a conference on lawsuits under
SARA Title III. She has written magazine articles and spoken
before many groups on environment and safety regulatory and
compliance topics.
Two years ago she was made coordinator of the inter-
departmental group which developed Environment Library on CD
which was launched in June of 1993, and Safety Library on CD
which was launched in September 1994.
She has served for three years as a member of the
Board of BNA Communications Inc.
Joseph graduated from George Washington University
and did graduate work at GW and American Universities while she
was a licensed real estate sales representative in Washington,
Virginia, and Maryland. She also tutored in English for the then-
Department of Health, Education, and Welfare.
She is active on many committees and in various
charities associated with her two sons' schools. Along with her
husband, Joseph participates in several initiatives involving
education and technology.
GEORGE J. KORPHAGE (48), vice
president and chief financial officer,
joined BNA in 1972. He has been a
Photo of member of BNA's board of directors
George J. Korphage since 1988. A CPA, he was in public
accounting for three years before coming
to BNA. He served in several 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, and is
chairman of the 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 is chairman of the
board 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> 22
DAVID P. MCFARLAND (40), general
manager of BNA Software, began his
career with BNA in 1985 as product
manager for BNA Software managing
Photo of product development, customer support,
David P. McFarland and documentation operations at BNA
Software. In 1989 he became marketing
manager for BNA Software focusing his
efforts on advertising and promotion,
working with 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.
JOHN V. SCHAPPI (65), retired from
active employment at the end of 1994
after nearly 40 years as a BNA employee.
He joined BNA in 1955 as a staff editor
Photo of on LABOR RELATIONS REPORTER.
John V.Schappi In 1958 he became assistant managing
editor of LABOR RELATIONS
REPORTER. Subsequently, he served as
managing editor for the revamped BNA
POLICY & PRACTICE 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 served on its board of directors. He also 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.
<PAGE> 23
FREDERICK A. SCHENCK (66), served
as vice president for personnel, Cunard
Line, Ltd. until December 1992. He
continues to serve the company as a
Photo of consultant. Over a 20-year span, he
Frederick A. Schenck served in a number of administrative and
human resource-related positions in New
Jersey state government, from personnel
officer to director of the agency that
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.
GARY C. SELTZER (46), circulation
manager, joined BNA in 1973 as a staff
accountant. He is a CPA and has served
in several accounting and finance
Photo of management capacities, including budget
Gary C. Seltzer manager (1975), accounting systems
manager (1976), and accounting manager
(1978). In 1984 he was appointed as
circulation manager.
Seltzer is a member of the BNA
Washington Inc. board of directors, the
management planning committee, the
business systems plan (BSP) steering
committee, the publishing systems
(PSP/PS2000) steering committee, and
the cd overview steering
committee. He is a faculty member for BNA's Managers in
Transition (MIT) program, the sponsor for the ETC'S (Emerging
Technology and Customer Service) committee and was the chair for
the sales productivity audit committee.
Seltzer is an accounting graduate of the Pennsylvania
State University. He is a member of the American Institute of
Certified Public Accountants and the International Customer
Service Association. Prior to joining BNA, Seltzer was a staff
accountant for Arthur Andersen & Co. and a manager at Woodward
& Lothrop. He has been active in several community programs,
serving as a board member in various capacities, including treasurer,
president and chairman of the board, with the Jaycees.
<PAGE> 24
MARY PATRICIA SWORDS (49), is the
regional sales manager of the Mountain
Region, based in Denver, Colorado. She
Photo of has served on the BNA Board of
Mary Patricia Swords Directors since 1991, and was a member
of the Budget Committee in 1994.
Her BNA career began in 1977,
when she became a field sales
representative in Denver. During the
eight years that she was a district
representative, she qualified for the DSA
every year that she was eligible.
In 1985, Swords was promoted to
regional manager of the new Mountain
Region. She oversees
the operation of 17 sales districts encompassing 11 states, Mexico
and two provinces of Canada. The Mountain Region has achieved
100% of quota every year since 1986, and has placed among the top
three regions for the past five years.
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.
DANIEL W. TOOHEY (55), is a senior
partner of the Washington, D.C.-
headquartered firm of Dow, Lohnes &
Photo of Albertson, where he has practiced since
Daniel W. Toohey 1966. In 1984, he was appointed its
managing partner, a position he held until
January of 1991. Before joining the law
firm, he had been a general 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.
<PAGE> 25
LOENE TRUBKIN (52), founded Data
Courier, Inc., a leading database
publishing firm, in 1972 and was its
president for more than a decade. An
Photo of expert on database economics, Trubkin
Loene Trubkin now consults with information industry
firms on product development and
marketing strategies. She has served on
the 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, and chairs the management development and
succession committee.
A chartered financial analyst, Trubkin is a Phi Beta
Kappa graduate of the University of California at Berkeley, with a
B.A. in economics.
PAUL N. WOJCIK (46), president and
chief operating officer. Wojcik was
elected to BNA's board of directors in
1989 and serves on the board's executive
Photo of and budget committees. He also serves
Paul N. Wojcik as a member of the board of directors of
BNA Communications Inc., BNA
International Inc., BNA Washington Inc.,
The McArdle Printing Co., Inc., and Tax
Management 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. In September 1993 he was named Executive
Director of the Publishing Systems Project, a five-year project to
design, build, and implement a new publishing system able to
efficiently produce BNA products in a variety of media. In October
1994, he was named senior vice president, and was named president
and chief operating officer in February 1995. He is currently a
member and chair of the equal employment opportunity committee,
and a member of BNA's corporate development committee,
insurance committee, investment committees, management planning
committee, strategic facilities planning committee, deferred stock
plan administrative committee, and a member of the administrative
committee for the BNA pension plan.
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> 26
[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 AS PROXY
TO REPRESENT ME AND TO VOTE ALL THE SHARES
OF CLASS A COMMON STOCK HELD BY ME
ON MARCH 25, 1995, AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL
15, 1995, OR ANY --------------------
ADJOURNMENTS THEREOF. MY SHARES ARE TO BE Date
VOTED ONLY AS DESIGNATED BY ME ON THE
ENCLOSED BALLOT, WHICH IS MADE A PART HEREOF,
AND I WTHHOLD AUTHORITY TO VOTE ON ANY OTHER
MATTER BROUGHT BEFORE THE MEETING.
<PAGE> 27
THE BUREAU OF NATIONAL AFFAIRS, INC.
ANNUAL STOCKHOLDERS MEETING
APRIL 15,1995
CLASS "A" BALLOT
This proxy is being solicited on behalf of the Company's Board of
Directors.
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 DEFERRED
than three outside candidates and for
not more than 12 stockholder candidates.
- -------------------------------------------------------------------------------
STOCKHOLDER CANDIDATES
Beltz, William A.* 1.__ Harris, Anthony A.* 8.__
Blanchard, Jacqueline M.* 2.__ Joseph, Eileen Z. 9.__
Boylan, Jack * 3.__ Korphage, George J.* 10.__
Brooks, Robert B. * 4.__ McFarland, David P. 11.__
Curtis, Christopher R. 5.__ Schappi, John V.* 12.__
Degler, Sandra C.* 6.__ Seltzer, Gary C. 13.__
Gill, Kathleen D.* 7.__ Swords, Mary Patricia *14.__
Wojcik, Paul N.* 15.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 16.__
Toohey, Daniel W.* 17.__
Trubkin, Loene * 18.__
* Member of present Board
- -------------------------------------------------------------------------------
INSTRUCTIONS: PROPOSED STOCKHOLDER RESOLUTION
Place an X in the box labeled "FOR" if you want to vote in favor of
the Proposed Stockholder Resolution relating to continued
employee ownership of the Company, in the box labeled
"AGAINST" if you do NOT want to vote in favor of the Proposed
Stockholder Resolution, or in the box labeled "ABSTAIN" if you do
not wish to vote on the Proposed Stockholder Resolution. PLEASE
NOTE THAT BY ABSTAINING, YOU WILL EFFECTIVELY BE
VOTING AGAINST THE RESOLUTION PROPOSED BY THE
BOARD. The Proposed Stockholder Resolution is not conditioned
upon or related to any other matter to be voted upon at the
meeting. THE BOARD STRONGLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSED
RESOLUTION.
__ FOR
__ AGAINST
__ ABSTAIN
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BALLOT INSTRUCTIONS
To vote you must:
Complete and fold ballot
Put it in Proxy Envelope
Sign and Date Envelope
Seal Envelope
