<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 )
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14a-b(e)(2)
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(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)
- ----------------------------------------------------
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Act Rule 14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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<PAGE> 2
THE BUREAU OF NATIONAL AFFAIRS,ICN.
Cynthia J. Bolbach (202) 452-4580
Corporate Secretary Fax: (202) 452-4226
E-mail: [email protected]
March 29, 1996
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 20, 1996, at 10:00 a.m., at The Four Seasons Hotel, 2800
Pennsylvania Avenue, N.W., Washington, D.C., to elect the 15 members of the
Board of Directors, and to transact such other business as may properly be
brought before the meeting.
An annual report, which includes financial statements for the year ended
December 31, 1995, 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
forms/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.
Please note that The Four Seasons is a new location for the annual meeting.
At the conclusion of the meeting, a light brunch will be served at the hotel.
Valet and garage parking is available at the hotel for the reduced rate of $5
per car; the BNA garage will also be open and available for parking.
The Board of Directors requests the participation either in person or by
proxy of each stockholder at the forthcoming annual meeting.
Cordially,
s\ Cynthia J. Bolbach
----------------------
Cynthia J.Bolbach
Enclosures
<PAGE> 3
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 20, 1996
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 Four Seasons Hotel, 2800
Pennsylvania Avenue, N.W., Washington, D.C. on Saturday, April 20, 1996, 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 29, 1996. An annual report, including financial statements for
the year ended December 31, 1995, 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 23, 1996, are entitled to vote at the
meeting or any adjournment thereof. On such date, there were 3,606,278 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 1996 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
nominees. The Class A shares represented by any such ballot will be counted for
purposes of determining whether a quorum is present at the 1996 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, 1996, 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 66 Chairman of the Board 64,723 (1.80)
1967 and Chief Executive Officer
* Jacqueline M.
Blanchard 46 Vice President for 20,576 (0.57)
1993 Human Resources
Cynthia J. Bolbach 48 Corporate Secretary and 3,432 (0.10)
Director of Publishing Systems
Project
* Jack Boylan 56 Vice President for 10,024 (0.28)
1994 Administration and
President, BNA Washington Inc.
* Sandra C. Degler 56 President and Executive 51,031 Class A
1990 Editor, Tax Management Inc. (1.42)
60,209 Class B
(1.23)(a)
Gerald Egan 49 Director of Marketing 11,098 (0.31)
* Kathleen D. Gill 49 Vice President and 21,601 (0.60)
1986 Executive Editor
* Jack Jenc 53 Treasurer 22,123 (0.62)
1995
* Eileen Z. Joseph 48 Associate Editor, 4,241 (0.12)
1995 Environment and Safety
Services
* George J. Korphage 49 Vice President and 39,516 (1.10)
1988 Chief Financial Officer
<PAGE> 5
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1996, 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>
* John V. Schappi 66 Vice Chairman of the Board 25,535 Class B
1977 (0.52)
* Mary Patricia
Swords 50 Vice President and 21,220 (0.59)
1991 Director of Sales and Marketing
Robert L. Velte 48 Vice President for 4,693 (0.13)
Strategic Development
* Paul N. Wojcik 47 President and 16,696 (0.47)(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, 1996, 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 67 Consultant -0-
1991
* Daniel W. Toohey 56 Senior Partner, -0-
1991 Dow, Lohnes & Albertson
* Loene Trubkin 53 Consultant -0-
1985
* Member of Present Board
<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>
<PAGE> 6
As of March 1, 1996, all directors and executive officers as a group
beneficially owned 300,192 shares of Class A common stock, or 8.37 percent
of the outstanding Class A shares, and 85,744 shares of Class B common
stock, or 1.76 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 disclaims beneficial ownership
of all such shares.
As of March 23, 1996, 4,885,690 shares of Class B common stock and 421,243
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 1995. 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 auditor; and performs such other duties as may be
directed or authorized by the Board from time to time. During 1995, the Audit
Committee met six times. Members of the Audit Committee are Messrs. Schenck,
Toohey, and Ms. Trubkin.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to exercise
all powers of the Board (except as otherwise provided or required by law) when
the Board is not in session, and, during the intervals between Board meetings,
advises and aids the officers of the Corporation in matters concerning manage-
ment of the business. During 1995, the Executive Committee met three 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 Chief Executive Officer, and its
President and Chief Operating Officer, and reviews the salaries of presidents of
subsidiary companies, department heads, and directors of divisions. During
1995, the Executive Compensation Committee met four 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 1996 election of Directors were
Sandra C. Degler, Chair, John P. Boylan, Frances D. Comer, Eileen Z. Joseph, and
Domingo B. Samson. 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.
<PAGE> 8
III. EXECUTIVE COMPENSATION
A. SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. Below is information
concerning compensation provided by the Corporation to the chief executive
officer and the four most highly compensated executive officers of the
Corporation in key policy-making positions serving in those positions on
December 31, 1995.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ---------------------------------
Principal Position Year Salary (a) Bonus (b)
- ----------------------------------------------------------------------
William A. Beltz
Chairman and 1995 $ 366,154 $ 6,899
Chief Executive Officer 1994 $ 346,539 $ 5,676
1993 $ 328,558 $ 6,006
Paul N. Wojcik
President and 1995 $ 228,615 $ 4,126
Chief Operating Officer 1994 $ 164,615 $ 2,678
1993 $ 145,615 $ 2,653
Robert B. Brooks (c)
Vice President and 1995 $ 197,692 $ 3,867
Director of 1994 $ 187,692 $ 3,066
Sales and Marketing 1993 $ 176,539 $ 3,213
Kathleen D. Gill
Vice President and 1995 $ 176,769 $ 3,461
Executive Editor 1994 $ 164,615 $ 2,666
1993 $ 138,753 $ 2,419
Jack Boylan
Vice President for 1995 $ 169,846 $ 3,401
Administration 1994 $ 164,615 $ 2,741
1993 $ 156,923 $ 2,909
(a) Based upon 26 pay periods in 1995 and 1994, and 25 1/2 pay periods in 1993.
(b) Cash Profit Sharing
(c) Resigned January 31, 1996.
<PAGE> 9
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
1995, 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 Chairman and Chief Executive Officer
(CEO) and President and Chief Operating Officer (President). 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 1995, including the CEO and
President, 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 CEO and President, 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 salaries of the CEO and President
were 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.
Each officer's compensation is based on an evaluation of his or her
performance and contribution to departmental and corporate goals. In fiscal
year 1995, 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 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.
<PAGE> 10
The cash profit-sharing plan is a plan whereby a percentage of the
operating profit 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 and President, is the same as that applicable to the
Corporation's managerial employees generally. The 4 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 in 1995 to the CEO and President, the
Committee evaluated how well each met objectives set during 1994. During 1995,
the Committee developed objectives with the CEO and President that will serve as
the basis for determining their compensation for 1996. Compensation paid to the
CEO and President during 1995 was based in part on the performance of the
company, but also reflected the Committee's subjective evaluation of how well
each met their specific goals for 1995, 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 their 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> 11
PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Measurement Period The Bureau of National S&P 500 S&P Publishing
(Fiscal Year Covered) Affairs, Inc. Index Index
- -------------------- ---------------------- ------- --------------
Measurement Point-12/31/90 $100.00 $100.00 $100.00
FYE 12/31/91 113.10 130.30 119.40
FYE 12/31/92 122.10 140.30 135.80
FYE 12/31/93 149.30 154.40 167.90
FYE 12/31/94 166.70 156.40 161.70
FYE 12/31/95 194.70 215.20 200.00
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, assuming $100 was invested in the company's common stock
and each index at December 31, 1990, and that all dividends were reinvested.
<PAGE> 12
E. DIRECTORS' COMPENSATION. The directors who are employees of the
Corporation are not compensated for their services as BNA directors. During
1995, the outside directors received 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 chairs the Committee on Management Development and Succession
and serves as a member of the Audit Committee and the Executive Compensation
Committee. Total amounts paid to her in 1995 for these services and for her
services as a director were $27,500.
Mr. Toohey chairs the Audit Committee and serves as a member of the
Executive Compensation Committee and the Committee on Management Development and
Succession. Total amounts paid to him in 1995 for director's and committee fees
were $29,500.
Mr. Schenck chairs the Executive Compensation Committee and serves as a
member of the Audit Committee and the Committee on Management Development and
Succession. Total amounts paid to him in 1995 for director's and committee fees
were $29,000.
F. CERTAIN RELATIONSHIPS AND TRANSACTIONS. During 1995, the Corporation
engaged the services of Dow, Lohnes, and Albertson, the firm of which Mr. Toohey
is a senior partner, to provide legal counsel. During 1995, total fees paid
were $135,000.
IV. EMPLOYEE BENEFIT PLANS
EMPLOYEES' RETIREMENT PLAN. The 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. 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 corporate funds.
<PAGE> 13
The following table illustrates the estimated annual benefits payable upon
retirement from the Retirement Plan and general corporate funds 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 pension benefits are those set forth in Columns (a) and (b) of
the Summary Compensation Table. The years of credited service under the Retire-
ment Plan for the employees named in the table above are as follows: Mr. Beltz,
39; Mr. Wojcik, 23; Mr. Brooks, 22; Ms. Gill, 26; and Mr. Boylan, 33.
V. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1994, 1995, 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.
VI. VOTING PROCEDURES
Enclosed is a ballot and proxy form/envelope to be used in voting for
directors. Instructions for the use of the ballot appear on the ballot.
<PAGE> 14
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 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 will be tallied by KPMG 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 will be made and the successful
candidates will be declared elected as members of the Board of Directors for the
ensuing year immediately after the report and certification of the vote by the
judges.
VII. 1997 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 1997
Annual Meeting must be received by the Corporation no later than November 29,
1996. Such proposals should be directed to the Secretary of the Corporation at
its principal office in Washington, D.C.
VIII. OTHER BUSINESS
The Board of Directors does not know of any matters to be presented for
action at the meeting other than the election of directors. The enclosed proxy
does not confer discretionary authority to vote with respect to any other
matters that may properly come before the meeting. If any other matters are
brought before the meeting, they will be decided by the vote of persons in
actual attendance, subject to the requirement in the Corporation's Bylaws that
all matters brought before any meeting of stockholders be decided by a vote of
the holders of a majority of the Corporation's Class A common stock entitled to
vote at such meeting, unless a different vote is required by the Corporation's
Certificate of Incorporation or Bylaws, and subject to any additional
requirements imposed by applicable law.
<PAGE> 15
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 29, 1996
<PAGE> 16
BIOGRAPHICAL SKETCHES OF NOMINEES
WILLIAM A. BELTZ (66), 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 (46), 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 became
Blanchard director of labor relations in 1987. 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 human
resources department. She has served as a member of the
BNA Board of Directors since April 1993, and chairs the board's deferred stock
purchase plan administrative committee.
Blanchard has served on a number of BNA internal task forces, including the
CBNC audit, and joint health care committees. She is a currently a member
BNA's management committee, and serves on the publishing systems and facility
planning steering committees. Jackie is a member of several professional
associations, and currently serves on the human resources advisory board of the
American Management Association, 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.S. (summa cum laude) in personnel and industrial relations from the
University of Maryland.
<PAGE> 17
CYNTHIA J. BOLBACH (48), corporate secretary and director,
publishing systems project, began her BNA career in 1972 as a
legal editor on the staff of ENVIRONMENT REPORTER. In 1976 she
helped design the service that became MEDIA LAW REPORTER, and in
photo of 1977 she became its first managing editor. In 1985 she took on
Cynthia J. the additional duties of managing editor of The UNITED STATES
Bolbach PATENTS QUARTERLY, helping in the development of BNA'S
INTELLECTUAL PROPERTY LIBRARY ON CD. In 1994, she was appointed
to serve as the editorial representative on the management team
overseeing the implementation of the publishing systems project,
and in 1995 was named director of the project. She was elected by the board as
assistant corporate secretary in 1989, and was elected corporate secretary in
1995.
Bolbach has been a member of several BNA audit committees, including U.S.
Patents Quarterly, Labor Relations Reporter, Product Safety and Liability
Reporter, and Pike & Fischer's Radio Regulation Reporter. She served for two
terms as chairperson of BNA's United Way Campaign. She is a graduate of
Wittenberg University and the Georgetown University Law Center, and is a member
of the District of Columbia Bar. She has served on the board of directors of
Deborah's Place, a shelter for battered women, and the Cornerstone Housing
Corporation, a non-profit organization.
JACK BOYLAN (56), vice president for administration and
president, BNA Washington, Inc. Boylan joined BNA 21 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 has been a member of BNA's board of directors since 1994. He also
serves on the corporate development committee (CDC), management committee (MC),
publishing systems steering committee, and the business systems plan management
committee. He also is a member of the BNAW board of directors and chairs 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.
<PAGE> 18
SANDRA C. DEGLER (56), president and executive editor, Tax
Management Inc., has been a member of the Tax Management board of
photo of directors since 1981 and the BNA board of directors since 1990.
Sandra C. She has also served on the boards for two other BNA subsidiaries.
Degler Over her 29-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 committees, 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.
GERRY EGAN (49), director of marketing, began his career at BNA
in 1975 as a district representative in Buffalo, where he soon
became the leading sales representative in the New England Region.
photo of In 1980, he was appointed product manager for environment and
Gerry Egan safety services and relocated to Washington, D.C. Subsequently,
he also served as product manager for business and economic
services, and legal services. As legal services product manager,
he formed the legal advisory board which developed into BNA's
product specialist program. In 1988, Egan was designated planning and
development manager for Tax Management Inc. where he played a major part in
developing and executing TM's marketing strategy. Four years later, he returned
to sales and marketing as director of training and support services. He was
appointed director of marketing in September 1993. Egan served on the board of
directors of Pike & Fischer and has served on several service audit committees.
He attended St. Francis Xavier University in Canada and Suffolk Law School in
Boston, MA. Egan served with the 173rd airborne brigade in Vietnam where he was
awarded five combat medals, including the bronze star.
<PAGE> 19
KATHLEEN D. GILL (49), 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 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. She was named chairman of the publishing systems
steering committee in September 1993.
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. 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.
JACK JENC (53), 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 and a member
of the Credit Union board of directors since 1985.
Prior to joining BNA, Jenc had 17 years of
diversified government and industry experience in the following
positions: operational auditor with the U.S. General Accounting
Office; accountant and auditor with the public accounting firm of
Arthur Andersen & Co.; Peoples Drug Stores, Inc. as internal audit
manager, assistant controller, and then controller; controller and
chief financial officer of Burton Parson & Co. a pharmaceutical
manufacturer.
Jenc is an accounting graduate of the University of Gannon,
Erie, Pennsylvania. He is a CPA and is a member of the American
Institute of Certified Public Accountants, the District of Columbia
Institute of CPAs and the Financial Executive Institute.
<PAGE> 20
EILEEN Z. JOSEPH (48), associate editor, environment and
safety services, began her 25 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 SAFETY AND HEALTH. She continued
to develop all the services in the Environment, Safety and
Health series (ESHS) 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.
Three years ago she was made coordinator of the inter-departmental group
which developed ENVIRONMENT LIBRARY ON CD (ELCD) which was launched in June of
1993, and SAFETY LIBRARY ON CD (SLCD) which was launched in September 1994.
She has served for four 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 continues to be active on many committees and in various charities
associated with her two sons' schools, including the Presidents' Council at
Tulane University, focusing on its technology initiatives. With her husband,
Joseph participates in several other initiatives involving education and
technology.
GEORGE J. KORPHAGE (49), 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 serves
on several management and planning committees including the
corporate development committee, management committee, publishing
systems steering committee, and facilities planning committee.
He is a member of the BNA board's executive committee, and chairs its budget
committee and investment committee. In addition, he is director of BNA
International Inc., and chairs 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.
<PAGE> 21
JOHN V. SCHAPPI (66), 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 and a member of its budget committee and
committee on management development and succession.
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 (67), served as vice president for
personnel, Cunard Line, Ltd. until December 1992. He
served the company as a consultant until 1994. 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> 22
MARY PATRICIA SWORDS (50), was named vice president of sales and
marketing in February 1996. She has served on the BNA Board of
directors since 1991, and was a member of the budget committee in
photo of 1994 and 1995.
Mary Patricia Her BNA career began in 1977, when she became a field
Swords 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 oversaw the operation of 17 sales
districts encompassing 11 states, Mexico and two provinces of Canada. The
Mountain Region has averaged 100% of quota every year since 1985, 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 and her husband are in the process of
moving to D.C.
DANIEL W. TOOHEY (56), 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 recently completed a three year term as general counsel
to the Greater Washington Area Board of Trade. He also served as
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> 23
LOENE TRUBKIN (53), 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
BNA subsidiaries 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 committee on management development and succession.
A Chartered Financial Analyst, Trubkin is a Phi Beta Kappa graduate of the
University of California at Berkeley, with a B.A. in economics.
Robert L. Velte (48), vice president for strategic development and
president, BNA International Inc. Velte joined BNA in 1976 as
accounting manager for BNA Communications Inc. where he held a
photo of variety of positions until being appointed president in 1986. In
Robert L. February 1994 Velte was appointed BNA's director of international
Velte business development and president of BNA International Inc. He
was appointed to his current position in April 1995. As vice
president for strategic development, Velte participates in the
development of BNA's strategic plan and monitors the company's
progress towards achieving the goals and objectives of the plan.
He is also responsible for developing and implementing the company's acquisition
and alliances strategy by identifying potential acquisition targets or alliance
partners and negotiating business arrangements for suitable acquisitions or
alliances. As president, BNA International Inc., Velte is responsible for the
profitable operation of BNAI and the development and implementation of
international strategic plans for BNA.
Velte has served on the board of directors of BNA Communications Inc.
since 1983, and has been its vice chair since 1986. He was elected to the Pike
& Fischer, Inc. board in 1993 and the BNA International Inc. board in 1994. He
serves on BNA's management committee, the corporate development committee and
has served on various audit committees.
Bob is active in the industry as well and serves as a member of the
global issues council of the Information Industry Association. He is a member
of the board of directors of the Training Media Association, as well as its past
president and current treasurer.
Prior to joining BNA, Velte was employed by Arthur Andersen & Co. and
was budget director of Dyncorp. He is a graduate of Purdue University and has
done additional course work at University of Maryland and The Wharton School.
Bob is a CPA and a veteran of the U.S. Navy.
<PAGE> 24
PAUL N. WOJCIK (47), 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 committee. He also serves
Paul N. as a member of the board of directors of BNA Communications
Wojcik 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 October 1994,
he became 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
committee, publishing systems steering committee, and strategic facilities
planning committee.
Wojcik is a graduate of Washington and Lee University and Catholic
University's Columbus School of Law. He is active in the Information Industry
Association, serving as that organization's treasurer, and as a member of its
board of directors and executive committee.
Appendix to attachment
Photos of nominees are included with their respective biographical
sketches.
<PAGE> 25
[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 23, 1996, AT THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 20, 1996,
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> 26
THE BUREAU OF NATIONAL AFFAIRS, INC.
ANNUAL STOCKHOLDERS MEETING
APRIL 20, 1996
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, John E.* 8.__
Blanchard, Jacqueline M.* 2.__ Joseph, Eileen Z.* 9.__
Bolbach, Cynthia J. 3.__ Korphage, George J.* 10.__
Boylan, Jack * 4.__ Schappi, John V.* 11.__
Degler, Sandra C.* 5.__ Swords, Mary P.* 12.__
Egan, Gerald 6.__ Velte, Robert L. 13.__
Gill, Kathleen D.* 7.__ Wojcik,Paul N * 14.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 15.__
Toohey, Daniel W.* 16.__
Trubkin, Loene * 17.__
* Member of present Board
================================================================================
BALLOT INSTRUCTIONS
To vote you must:
Complete and fold ballot
Put it in Proxy Envelope
Sign and Date Envelope
-------------
Seal Envelope
