<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
( ) Confidential, for use of the Commission only (as permitted by Rule
14a-b(e)(2)
(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)
----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
( ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-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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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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(X) Fee paid previously with preliminary materials.
( ) 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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<PAGE> 2
THE BUREAU OF NATIONAL AFFAIRS, INC.
Cynthia J. Bolbach (202) 452-4580
Corporate Secretary Fax: (202) 452-4226
E-mail: [email protected]
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 pre-
siding 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 num-
ber 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 nom-
inees. 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
Jack Jenc 52 Treasurer 20,240 (0.59)
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>
* 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 bene-
ficially 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 manage-
ment 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 RESOLUTION SUBMITTED BY THE BOARD OF DIRECTORS
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
Employee Ownership Structure
----------------------------
BNA is one of the oldest and largest employee-owned corporations in the
United States, having been owned almost exclusively by its employees and re-
tirees since 1947. Employee ownership is achieved through the BNA Stock Pur-
chase and Transfer Plan (the "Stock Purchase Plan") and the Deferred Stock Pur-
chase Plan (the "DSPP" and, together with the Stock Purchase Plan, the "Plans").
While the Board realizes that most of the shareholders are familiar with the
Company's employee ownership structure and the operation of the Plans, the
following discussion briefly describes the Plans and discusses why the Board
believes that approval of the Proposed Resolution is in the best interests of
the Company and its shareholders.
<PAGE> 8
Participation in the Plans
--------------------------
Only current employees may purchase the Company's Class A voting stock
through the Stock Purchase Plan or the DSPP. Retired employees and, for limited
time periods, their heirs and legatees may exchange shares of Class A stock for
shares of the Company's Class B stock, which is essentially identical to Class
A stock except that it is non-voting stock. Employees of a BNA subsidiary which
is sold may convert their Class A stock into shares of the Company's Class C
stock, which must be resold to BNA after a limited period of time. Like Class
B stock, Class C stock is identical to Class A stock except that it does not
carry voting rights.
Upon termination of the employment of any employee other than through
retirement or as a result of death, the Company has the right for 90 days after
the termination to require the shareholder to sell his or her stock back to the
Company. However, under the Bylaws, employees are permitted to enter into an
"Optional Agreement" with the Company, which permits the employee to retain his
or her stock for up to three years after termination of employment.
Participation in the Plans is effectively the only way to purchase BNA
stock since there are a number of restrictions embodied in the Certificate of
Incorporation and the Bylaws that limit the marketability of the stock. Because
of these restrictions, BNA stock is not publicly traded on any exchange and
there is no "market price" for BNA stock. Pursuant to the Certificate of In-
corporation and the Bylaws, the price for purchases and sales of BNA stock is
established by the Board of Directors twice a year and is based on earnings,
trends in earnings, comparative analysis of stock price and related financial
data available for companies engaged in BNA's line of business, and prospects
and plans of the Company's ongoing business. The share price may not be set be-
low the book value per share determined from the most recent financial statement
available to the Board at the time that the value is set.
Limitations on Purchases
------------------------
Employees purchase stock through "offers to buy" and payroll deductions. To
avoid concentration of ownership among a relatively small number of employees,
weekly payroll deductions for the purchase of stock are limited to an amount
equal to eighty times the current share price. In addition, no employee may
purchase more than 3,200 shares in any six-month period through offers to buy.
Every share of BNA stock is paid for at the full current price. There are no
BNA stock options or dividend plans. Stock is available to all employees on
exactly the same terms.
<PAGE> 9
Exchange of Class A Shares
--------------------------
Retired employees and, for limited time periods, their heirs and legatees
may exchange shares of Class A stock for shares of the Company's Class B stock,
which is essentially identical to Class A stock except that it is non-voting
stock. Employees of a BNA subsidiary which is sold may convert their Class A
stock into shares of the Company's Class C stock, which must be resold to BNA
after a limited period of time. Like Class B stock, Class C stock is identical
to Class A stock except that it does not carry voting rights.
Anti-Takeover Protection
------------------------
The BNA Certificate of Incorporation provides that a shareholder may not
transfer his or her stock to any person (other than the Stock Purchase Plan)
without first offering the stock to the Company at a price determined by a
formula set forth in the Certificate. Under another provision of the
Certificate, an amendment of the Certificate to permit the purchase of BNA stock
by any non-employee would, under most circumstances, require a 90 percent vote
of the Class A shareholders. This provision would make it very difficult for a
potential acquiror to purchase BNA without the approval of the Board of
Directors.
Purpose and Effect of Proposed Resolution
-----------------------------------------
The Board has historically been of the view that the shareholders prefer
continued employee ownership of BNA. However, shareholders have occasionally
questioned whether the Board should consider a sale of the Company or should
take steps to determine what amount a potential acquiror might pay for BNA. The
Board has been advised by counsel that it does not have a duty to solicit offers
for the Company; nonetheless, in light of a request from a shareholder this year
to take such an action, the Board decided to seek guidance from the shareholders
as to whether the shareholders wish to retain BNA's employee ownership struc-
ture. Hence, the Proposed Resolution would reaffirm the shareholders' commit-
ment to employee ownership and, more specifically, would request that the Board
not actively solicit offers for the Company.
The Proposed Resolution does not in any way add to the anti-takeover
provision of the Certificate of Incorporation described above. That provision
is aimed at preventing a "hostile" party from acquiring control of the Company
without the approval of the Board, while the Proposed Resolution is intended to
provide guidance to the Board as to whether it should take affirmative steps to
initiate a "friendly" acquisition of BNA.
The Proposed Resolution would not limit the Board's ability to respond to an
unsolicited offer for the Company from a third party or to negotiate with such
a potential acquiror. (Of course, under Delaware law and the Certificate of
Incorporation, any transaction negotiated by the Board would have to be approved
by the shareholders.) Moreover, the Proposed Resolution is merely a request by
<PAGE> 10
the shareholders that is not legally binding on the Board. Circumstances may
arise in which it would be appropriate for the Board to "shop" the Company
notwithstanding the adoption of the Proposed Resolution, and the Board would be
free to actively solicit offers for the Company under those circumstances. If,
for example, the Board determined that BNA was unlikely to survive as a stand-
alone entity, it would be free to initiate a bidding process or negotiate a
strategic alliance with another company (subject, as noted above, to shareholder
approval).
Absent a significant change in circumstances, the Board is not likely to
actively solicit offers for the Company if the Proposed Resolution is adopted.
However, the Board might at some future point decide to re-submit to the
shareholders the question of whether this employee-ownership structure should be
continued. If the Board did not seek such guidance from the shareholders of its
own volition, a shareholder who thought the issue should be re-examined could
raise the issue by means of the Securities and Exchange Commission's shareholder
proposal mechanism. In this regard, the BNA proxy statement for each year's
annual meeting specifies the deadline for submitting a shareholder proposal for
consideration at the following year's annual meeting.
Board's View Regarding the Merits of the Proposed Resolution
------------------------------------------------------------
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.
Employee ownership comes about through the company's Articles of
Incorporation and Bylaws,which effectively restrict stock ownership to employees
and retirees. Any sale of the stock of the company could occur only if those
Articles of Incorporation and Bylaws were changed. This resolution does not
affect that process or add in any way to the provisions regarding stock
ownership, but it does reaffirm the employee ownership concept underlying the
Articles of Incorporation and Bylaws.
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. The Board, in setting the stock price, has tried to fix a price
that conservatively reflects the trend of earnings and the future outlook of the
company. 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.
As a result of the conservative pricing philosophy followed by the Board,
BNA stock might bring a higher price from a buyer who wants to acquire full
ownership and control of the company. If the proposed shareholder resolution is
adopted, the Board will not take any affirmative steps to arrange a sale of the
<PAGE> 11
company. Consequently, by approving the proposed resolution, the shareholders
may be foregoing an opportunity to realize the one-time capital gain that would
likely result from a sale of BNA. However, the Board believes that focusing
only on that potential one-time capital 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 15 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 belong-
ing to an employee-owned company. THE BOARD STRONGLY RECOMMENDS THAT SHARE-
HOLDERS VOTE FOR THE PROPOSED RESOLUTION.
---
Vote Required For Adoption
--------------------------
The Proposed Resolution will be adopted if a majority of the Class A shares
entitled to vote at the annual meeting votes in its favor.
<PAGE> 12
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.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND -----------------------------
PRINCIPAL POSITION YEAR SALARY (a) BONUS (b)
------------------------------------------------------------------------------
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
(a) Based upon 26 pay periods in 1994, 25 1/2 pay periods in 1993, and
27 pay periods in 1992.
(b) Cash Profit Sharing
(c) Ms. Gill was not an executive officer during 1992.
<PAGE> 13
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 concern-
ing 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 sub-
sidiary 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 compen-
sation plans for any corporate officers. Instead, the salaries for all execu-
tive 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 Compen-
sation 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 com-
panies 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 per-
formance 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 exec-
utive officers, a merit increase "pool" consisting of 4 percent of total exec-
utive 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 re-
lationship between an officer's current salary and his/her current level of re-
sponsibility.
<PAGE> 14
No formula is utilized by the Chief Executive Officer in evaluating any exec-
utive 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 de-
termined 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> 15
<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 Point-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> 16
E. DIRECTORS' COMPENSATION. The directors who are employees of the Corp-
oration 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> 17
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.
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> 18
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, com-
pletion 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 and Jack B. Lord II have been designated by the Board of
Directors as the inspectors and judges 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> 19
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> 20
BIOGRAPHICAL SKETCHES OF NOMINEES
WILLIAM A. BELTZ (65), 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 since 1967, and prior to
his election as an officer of the corporation served as
photo of chairman of the board's budget committee. He became a
William A. director of Fisher-Stevens, Inc., in 1978, a member of the Tax
Beltz 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 career in 1984 as
photo of a labor relations specialist. She was appointed assistant to
Jacqueline the president for labor relations in 1986, and she became
Blanchard 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> 21
JACK BOYLAN (55), vice president for administration and
president, BNA Washington, Inc. Boylan joined BNA 20 years
ago as corporate manager of data processing. In 1986 he was
appointed vice president for administration, assuming
photo of responsibility for the consolidation of the various
Jack Boylan 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 de-
gree 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
photo of at BNA in 1974 as a district sales representative and since
Robert B. then, has held increasingly responsible positions in product
Brooks 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> 22
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
photo of the Distinguished Sales Award every year since. Curtis earned
Christopher the designation of Senior Representative in 1987 and has been
R. Curtis 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
photo of 1981 and the BNA board of directors since 1990. She has also
Sandra C. served on the boards for two other BNA subsidiaries.
Degler 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 adver-
tising 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 develop-
ment 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> 23
KATHLEEN D. GILL (48), was named vice president and executive
editor in February 1993, after having served as associate
photo of editor of business and human resources services for six years.
Kathleen D. She has been a member of BNA's board of directors since 1986.
Gill 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
photo of since April 1994. Harris is responsible for formulating,
Anthony A. administering, and communicating employee relations policy for
Harris 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 intern-
ship 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> 24
JACK JENC (52), joined BNA in 1981 as controller, a
position he held until 1990 when he was appointed
treasurer. He has served on various corporate
photo of management committees and is currently a member of
Jack Jenc the board of The McArdle Printing Co., Inc.; the
DSPP administrative committee and ex-officio member
of the corporate and retirement plan investment
committees. Jenc has been president and vice
president of the BNA Federal Credit Union for the
past six 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.
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 senior editor. Appointed to
Eileen Z. management in 1976, she was in charge of the division's new
Joseph 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.
<PAGE> 25
GEORGE J. KORPHAGE (48), vice president and chief financial
officer, joined BNA in 1972. He has been a member of BNA's
board of directors since 1988. A CPA, he was in public
photo of accounting for three years before coming to BNA. He served in
George J. several accounting and finance management positions at BNA
Korphage 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 mem-
ber of the American Institute of Certified Public Accountants and the District
of Columbia Institute of CPAs.
DAVID P. MCFARLAND (40), 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 efforts on
David P. advertising and promotion, working with the field sales force,
McFarland 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.
<PAGE> 26
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 on LABOR RELATIONS
photo of REPORTER. In 1958 he became assistant managing editor of
John V. LABOR RELATIONS REPORTER. Subsequently, he served as managing
Schappi 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.
FREDERICK A. SCHENCK (66), served as vice president for
personnel, Cunard Line, Ltd. until December 1992. He
continues to serve the company as a consultant. Over a 20-
photo of year span, he served in a number of administrative and human
Frederick resource-related positions in New Jersey state government,
A. Schenck 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.
<PAGE> 27
GARY C. SELTZER (46), circulation manager, joined BNA in 1973
as a staff accountant. He is a CPA and has served in several
photo of accounting and finance management capacities, including budget
Gary C. manager (1975), accounting systems manager (1976), and
Seltzer 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.
MARY PATRICIA SWORDS (49), is the regional sales manager of
the Mountain Region, based in Denver, Colorado. She has
photo of served on the BNA Board of Directors since 1991, and was a
Mary Patricia member of the Budget Committee in 1994.
Swords 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.
<PAGE> 28
DANIEL W. TOOHEY (55), 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
photo of managing partner, a position he held until January of 1991.
Daniel W. Before joining the law firm, he had been a general attorney
Toohey 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 (52), 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
photo of now consults with information industry firms on product
Loene Trubkin 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.
<PAGE> 29
PAUL N. WOJCIK (46), president and chief operating officer.
Wojcik was elected to BNA's board of directors in 1989 and
photo of serves on the board's executive and budget committees. He
Paul N. also serves as a member of the board of directors of BNA
Wojcik 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> 30
[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 JACK B.
LORD II 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 VOTED ONLY AS DESIGNATED BY ME ON THE Date
ENCLOSED BALLOT, WHICH IS MADE A PART HEREOF,
AND I WTHHOLD AUTHORITY TO VOTE ON ANY OTHER
MATTER BROUGHT BEFORE THE MEETING.
<PAGE> 31
THE BUREAU OF NATIONAL AFFAIRS, INC.
ANNUAL STOCKHOLDERS MEETING
APRIL 15,1995
CLASS "A" BALLOT
INSTRUCTIONS :
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.__ Jenc, Jack 9.__
Blanchard, Jacqueline M.* 2.__ Joseph, Eileen Z. 10.__
Boylan, Jack * 3.__ Korphage, George J.* 11.__
Brooks, Robert B. * 4.__ McFarland, David P. 12.__
Curtis, Christopher R.* 5.__ Schappi, John V.* 13.__
Degler, Sandra C.* 6.__ Seltzer, Gary C. 14.__
Gill, Kathleen D.* 7.__ Swords, Mary Patricia * 15.__
Harris, Anthony A.* 8.__ Wojcik, Paul N.* 16.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 17.__
Toohey, Daniel W.* 18.__
Trubkin, Loene * 19.__
* Member of present Board
--------------------------------------------------------------------------------
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 __ FOR
financial advisor for the purpose of soliciting offers to
acquire the Company by sale or merger, nor ii) otherwise
actively solicit such offers.
INSTRUCTIONS: Specify your vote by marking the appropriate box
with an "X". __ AGAINST
Please note that by abstaining you will effectively be
voting against the Resolution proposed by the Board. If no
choice is indicated, this proxy will be voted "For" the proposal. __ ABSTAIN
THE BOARD STRONGLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR THE PROPOSED RESOLUTION.
--------------------------------------------------------------------------------
BALLOT INSTRUCTIONS
To vote you must:
Complete and fold ballot
Put it in Proxy Envelope
Sign and Date Envelope
-------------
Seal Envelope
