As filed with the Securities and Exchange Commission on March 12, 1996
File No.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
THE BUREAU OF NATIONAL AFFAIRS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 53-0040540
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1231 25th Street, N.W. 20037
Washington, D.C. (Zip Code)
(Address of Principal Executive
Offices)
STOCK PURCHASE AND TRANSFER PLAN
and
THE BNA DEFERRED STOCK PURCHASE PLAN
(Full Title of the Plan)
William A. Beltz, CEO With a copy to:
The Bureau of National Affairs, Inc.
1231 25th Street, N.W. David A. Massey
Washington, D.C. 20037 Sutherland, Asbill
(202) 452-4252 and Brennan
(Name, address and telephone number 1275 Pennsylvania Ave. NW
of agent for service of process) Washington, D.C. 20004
<PAGE>2
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
To Be to be Offering Offering Registration
Registered Registered Per Share (1) Price (1) Fee
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Class A Common
Stock, $1
par value...... 1,000,000 $26.00 $26,000,000 $8,965.52
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(1) In accordance with Rule 457(h) and General Instruction E to Form S-8,
the aggregate offering price and the amount of the registration fee is
computed with respect to the maximum number of the registrant's
securities issuable under the plan that are covered by this registration
statement. The offering price per share of Class A Common Stock, as
determined by the Company's Board of Directors, is $26.00, and such
offering price applies to purchases of such stock under the Deferred
Stock Purchase Plan and to purchases (and sales) of such stock under the
Stock Purchase and Transfer Plan.
In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the BNA Deferred Stock Purchase Plan.
<PAGE>3
The contents of the registrant's registration statement on Form S-8
filed with the Securities and Exchange Commission ("Commission") on September
13, 1990 (Commission file no. 33-36816) are incorporated by reference into
this registration statement.
<PAGE>4
Item 8. Exhibits.
(a) In addition to those Exhibits previously filed in Item 8 to the
registration statement incorporated herein by reference, the following
exhibits are included with this registration statement in accordance
with General Instruction E to form S-8:
5.1 Opinion of Eunice Lin Bumgardner
24.1 Consent of Eunice Lin Bumgardner (contained in Exhibit 5.1)
24.3 Consents of KPMG Peat Marwick LLP.
(b) The undersigned registrant hereby undertakes to submit a copy of The BNA
Deferred Stock Purchase Plan and any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify such plan.
<PAGE>5
SIGNATURES
The Registrant
- --------------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Form
S-8 registration statement (incorporating the contents of its registration
statement filed September 13, 1990, registration number 33-36816), to be
signed on its behalf by the undersigned, thereunto duly authorized, in
Washington, D.C. on the 7th day of March, 1996.
THE BUREAU OF NATIONAL AFFAIRS, INC.
By: s\ William A. Beltz
_________________________________
William A. Beltz
CEO
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities stated in each case as of the 7th day of March, 1996. Each of
the undersigned officers and directors hereby severally constitutes Cynthia J.
Bolbach and Gilbert S. Lavine, and each of them singly, as true and lawful
attorneys-in-fact with full power to them, and each of them singly, to sign
for us and in our names in the capacities indicated below, and to file any and
all further amendments to the Registration Statement filed herewith, making
such changes in the Registration Statement as the registrant deems
appropriate, and generally to do all things in our name and on our behalf as
officers and directors to enable The Bureau of National Affairs, Inc. to
comply with the provisions of the Securities Act of 1933, and all requirements
of the Securities and Exchange Commission.
SIGNATURE TITLE DATE
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s\ William A. Beltz
__________________________ Chairman of the Board, March 7, 1996
William A. Beltz Chief Executive
Officer and Director
s\ George J. Korphage
__________________________ Vice President, Chief March 7, 1996
George J. Korphage Financial Officer
(Principal Accounting
Officer) and Director
s\ Jacqueline M. Blanchard
__________________________ Director March 7, 1996
Jacqueline M. Blanchard
s\ John P. Boylan
__________________________ Director March 7, 1996
John P. Boylan
<PAGE>6
s\ Sandra C. Degler
__________________________ Director March 7, 1996
Sandra C. Degler
s\ Kathleen D. Gill
__________________________ Director March 7, 1996
Kathleen D. Gill
s\ John E. Jenc
__________________________ Director March 7, 1996
John E. Jenc
s\ Eileen Z. Joseph
__________________________ Director March 7, 1996
Eileen Z. Joseph
s\ John V. Schappi
__________________________ Director March 7, 1996
John V. Schappi
s\ Frederick A. Schenck
__________________________ Director March 7, 1996
Frederick A. Schenck
s\ Mary P. Swords
__________________________ Director March 7, 1996
Mary P. Swords
s\ Daniel W. Toohey
__________________________ Director March 7, 1996
Daniel W. Toohey
s\ Loene Trubkin
__________________________ Director March 7, 1996
Loene Trubkin
s\ Paul N. Wojcik
__________________________ Director March 7, 1996
Paul N. Wojcik
The Deferred Plan.
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Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Deferred Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Washington, D.C. on the 7th day of March,
1996.
THE BUREAU OF NATIONAL AFFAIRS, INC.
DEFERRED STOCK PURCHASE PLAN
By: s\ Jacqueline M. Blanchard
_________________________________
Jacqueline M. Blanchard
(Chairman of the Committee)
<PAGE>7
FORM S-8
THE BUREAU OF NATIONAL AFFAIRS, INC.
MARCH 12, 1996
INDEX TO EXHIBITS
Item Sequential Page Number
- ---- ----------------------
5.1 Opinion of Eunice Lin Bumgardner 8
24.1 Consent of Eunice Lin Bumgardner
(contained in Exhibit 5.1) 8
24.3 Consents of KPMG Peat Marwick LLP 9-10
<PAGE>8
EXHIBIT 5.1
The Bureau of National Affairs, Inc.
Eunice Lin Bumgardner
General Counsel
1231 25th Street, N.W.
Washington, D.C. 20037
March 11, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Relating to The Bureau of National Affairs, Inc.
Stock Purchase and Transfer Plan
BNA Deferred Stock Purchase Plan
Ladies and Gentlemen:
As General Counsel of The Bureau of National Affairs, Inc., a
Delaware corporation (the "Company"), I am acting as counsel to the Company
in connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of the one million shares of Common Stock, par value $1.00
per share (the "Common Stock"), issuable under the Stock Purchase and Transfer
Plan (the"SPTP") and The BNA Deferred Stock Purchase Plan (the "DSPP"). I am a
member of the Bars of the District of Columbia and Maryland.
I am generally familiar with the properties and affairs of the Company
(including the SPTP and the DSPP). I have also examined those records I
deemed necessary for the purpose of this opinion. On that basis, I am of the
opinion that the Common Stock, when issued pursuant to the terms of the SPTP and
the DSPP, will be validly issued, fully paid and nonassessable shares of Common
Stock.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Sincerely,
s\ Eunice Lin Bumgardner
-------------------------
Eunice Lin Bumgardner
<PAGE>9
EXHIBIT 24.3
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
The Bureau of National Affairs, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of The Bureau of National Affairs, Inc. of our report dated February
21, 1995, relating to the consolidated balance sheets of The Bureau of National
Affairs, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income,changes in stockholders' equity, and cash
flows and related consolidated statement schedules for each of the years in the
three-year period ended December 31, 1994, which report appears in the December
31, 1994 annual report of Form 10-K of The Bureau of National Affairs, Inc.
s\ KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick
Washington, D.C.
March 11, 1996
<PAGE>10
Consent of Independent Auditors
-------------------------------
The Board of Directors and Stockholders
The Bureau of National Affairs, Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-8 of The Bureau of National Affairs, Inc. of our report dated March 10,
1995, relating to the statements of net assets available for benefits of the BNA
Deferred Stock Purchase Plan as of December 31, 1994 and 1993, and the related
statements of changes in net assets available for benefits for each of the years
in the three-year period ended December 31, 1994, which report appears in the
December 31, 1994 annual report on Form 11-K of The BNA Deferred Stock Purchase
Plan.
s\ KPMG Peat Marwick LLP
------------------------
KPMG Peat Marwick LLP
Washington, D.C.
March 11, 1996
