<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):
(X) No fee required.
( ) 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:
----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------
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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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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( ) Fee paid previously with preliminary materials
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 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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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>2
THE BUREAU OF NATIONAL AFFAIRS, INC.
Cynthia J. Bolbach
Corporate Secretary
March 28, 1997
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 19, 1997, at 10:00 a.m., at the
National Press Club, 529 14th Street, 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, 1996, 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 National Press Club is a new location for the
annual meeting. At the conclusion of the meeting, a light brunch
celebrating BNA's 50 years of employee ownership will be served at the
Press Club.
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 19, 1997
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 National
Press Club, 529 14th Street, N.W., Washington, D.C. on Saturday, April
19, 1997, 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
28, 1997. An annual report, including financial statements for the year
ended December 31, 1996, 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 22, 1997, are entitled to vote at the meeting or any adjournment
thereof. On such date, there were 3,570,415 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 1997
Annual Meeting to serve until their successors are elected at the next
annual meeting. As provided in the Corporation's Bylaws, the 12
nominees among all the nominees who are Corporation stockholders, and
the three nominees among all the nominees who are not Corporation
stockholders, who in each case receive the highest number of votes cast
for nominees in that category, shall comprise the 15-member Board of
Directors. Class A shares represented by properly executed proxies on
the enclosed form will be voted in accordance with the directions
indicated on the ballot portion of the proxy. If no directions are
indicated on the ballot, the stockholder shall be deemed to have
withheld authority to vote for any nominees. The Class A shares
represented by any such ballot will be counted for purposes of
determining whether a quorum is present at the 1997 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, 1997, 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 67 Chairman of the Board 65,752 (1.82)
1967
* Jacqueline M.
Blanchard 47 Vice President for 21,135 (0.58)
1993 Human Resources
Cynthia J. Bolbach 49 Interim Director, 3,902 (0.11)
Information Technology;
Director, Publishing
Systems Project; and
Corporate Secretary
Jack P. Boylan 57 Vice President, 7,950 (0.22)
Operations; President,
BNA Washington Inc.
G. Christopher Cosby 36 Managing Editor, 2,138 (0.06)
Compensation and
Benefits Library on CD,
BNA's Compensation and Benefits
Guide, and BNA's Employee
Benefits Library on CD
Christopher R. Curtis 45 Senior Representative, 25,733 (0.71)
Mountain Region
* Sandra C. Degler 57 President, 53,010 Class A
1990 Tax Management Inc. (1.47)
60,209 Class B
(1.24)(a)
* Kathleen D. Gill 50 Vice President and 23,285 (0.64)
1986 Editor in Chief
</TABLE>
<PAGE>5
<TABLE>
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1997, 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>
Cary M. Greenberg 33 Regional Manager, 3,256 (0.09)
Northwestern Region
* Jack Jenc 54 Treasurer 23,517 (0.65)
1995
* Eileen Z. Joseph 49 Executive Editor, 4,529 (0.13)
1995 Environment and Safety
Services
* George J. Korphage 50 Vice President and 40,723 (1.13)
1988 Chief Financial Officer
Kenneth May 46 Lead Editor, 2,678 (0.07)
Labor Arbitration Reports
Gregory C. McCaffery 36 Director, Marketing and 3,923 (0.11)
Product Development
Jane F. Sanchez 47 Director, 4,355 (0.12)
Information Resources Division
* Pat Swords 51 Vice President and 21,693 (0.60)
1991 Director of Sales and Marketing
* Robert L. Velte 49 Vice President for 5,222 (0.14)
1996 Strategic Development
* Paul N. Wojcik 48 President and 18,551 (0.51)
1989 Chief Executive Officer
</TABLE>
<PAGE>6
<TABLE>
STOCK OWNERSHIP OF NOMINEES FOR THREE "OUTSIDE" DIRECTORS
<CAPTION>
Shares of common stock
beneficially owned on
Name and, if March 1, 1997, and % of
applicable, year outstanding shares of
first served as Principal class (All shares are
a Director Age Occupation Class A except as indicated)
- ---------------------- ---- ------------------- ---------------------------
<S> <C> <C> <C>
* Frederick A. Schenck 68 Consultant -0-
1991
* Daniel W. Toohey 57 Partner, -0-
1991 Dow, Lohnes & Albertson
* Loene Trubkin 54 Consultant -0-
1985
* Member of Present Board
<FN>a
(a) The shares of Mrs. Degler include 60,209 owned by her spouse.
These shares may be deemed to be beneficially owned by such
nominee under the rules and regulations of the Securities and
Exchange Commission. This nominee, however, disclaims
beneficial ownership of the BNA shares owned by her spouse.
</TABLE>
As of March 1, 1997, all directors and executive officers as
a group beneficially owned 295,034 shares of Class A common stock,
or 8.16 percent of the outstanding Class A shares, and 84,861 shares
of Class B common stock, or 1.75 percent of the outstanding Class B
shares. These share totals include 60,209 Class B shares held by a
spouse of a person in the group, who disclaims beneficial ownership
of all such shares.
As of March 22, 1997, 4,837,315 shares of Class B common stock and
412,996 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.
<PAGE>7
II. INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS
The Board of Directors met 11 times during 1996. 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 Audit Committee 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; and performs such other duties as may be directed or
authorized by the Board from time to time. During 1996, the Audit Committee
met five times. Members of the Audit Committee are Messrs. Schenck, Toohey,
and Ms. Trubkin.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to
exercise all powers of the Board (except as otherwise provided or required by
law) when the Board is not in session, and, during the intervals between
Board meetings, advises and aids the officers of the Corporation in matters
concerning management of the business. During 1996, 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 its President, and reviews the
salaries of presidents of subsidiary companies, department heads, and
directors of divisions. During 1996, the Executive Compensation Committee
met four times. Its members are Messrs. Schenck, Toohey, and Ms. Trubkin.
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 1997 election of
Directors were John V. Schappi, Chair, Herbert A. Beard, Eileen Z. Joseph,
Ernestine R. Thompson, and Robert L. Velte. 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, 1996.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation
Name and ---------------------------
Principal Position Year Salary (a) Bonus (b)
- -------------------------------------------------------------------
<S> <C> <C> <C>
William A. Beltz
Chairman and 1996 $ 476,263(c) $ 6,336
Chief Executive Officer 1995 $ 366,154 $ 7,160
1994 $ 346,539 $ 5,676
Paul N. Wojcik
President and 1996 $ 247,308 $ 14,211
Chief Operating Officer 1995 $ 228,615 $ 4,126
1994 $ 164,615 $ 2,678
Kathleen D. Gill
Vice President and 1996 $ 185,554 $ 4,100
Executive Editor 1995 $ 176,769 $ 3,461
1994 $ 164,615 $ 2,666
Jack Boylan
Vice President for 1996 $ 176,042 $ 4,976
Operations 1995 $ 169,846 $ 3,401
1994 $ 164,615 $ 2,741
George J. Korphage 1996 $ 170,115 $ 2,844
Vice President and 1995 $ 163,096 $ 3,214
Chief Financial Officer 1994 $ 155,192 $ 2,556
(a) Based upon 26 pay periods in 1996, 1995 and 1994
(b) Cash Profit Sharing plus any payments from the Corporation's bonus pool
(c) Includes $95,032 for accrued vacation pay and final salary payment.
<PAGE>9
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
1996, 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 makes recommendations to the Board of
Directors concerning the compensation of the Corporation's Chairman and the
President. The Committee, acting for the Board, also had the responsibility
of approving the proposals of the Chairman concerning the salaries of certain
subsidiary company presidents, and the proposals of the President concerning
the salaries of department heads and directors of divisions.
The compensation of executive officers during 1996, including the
Chairman and the President, was based upon the same sources applicable to all
management and supervisory employees of the Corporation: salary,
participation in the BNA Employees' Cash Profit-Sharing Plan (based upon the
same formula used to calculate profit-sharing compensation for all
employees), and the Corporation's bonus pool. There were no special
incentive compensation plans for any corporate officers. The 1996 salaries
of the Chairman and the President were recommended by the Executive
Compensation Committee and approved by the Board of Directors on March 7,
1996. On that date the Board also approved a bonus of $10,000, from the
Corporation's bonus pool, for the President. Salaries for all other
executive officers of BNA were established by the Chairman and the President,
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 1996, the Chairman and the President determined salary increases for the
executive officers by using the same management compensation structure in
place for all management employees. The Chairman and the President
allocated, among the executive officers, a merit increase "pool" that
approximates 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 was
utilized by the Chairman or the President in evaluating any executive
officer's performance with respect to these factors.
<PAGE>10
The cash profit-sharing plan distributes a percentage of the operating
profit 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
Chairman and the President, is the same as that applicable to the
Corporation's managerial employees generally. The merit increase "pool" of
approximately 4 percent is the same for executive officers as for other
management employees. There are no compensation programs applicable only to
executive officers.
In determining its recommendation of the compensation to be paid in 1996
to the Chairman and the President, the Committee evaluated how well each met
the objectives set for themselves, with the Committee's help, during 1995.
During 1996, the Committee developed objectives with the Chairman and the
President that will serve as the basis for determining compensation for 1997.
Compensation paid to the Chairman and the President during 1996 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 1996.
Those goals included succession planning and overseeing the company's
financial performance. No specific formula or specific weighing mechanism
was used by the Committee in evaluating overall achievement of these goals.
The only non-salary portion of the Chairman'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 Dow Jones
(Fiscal Year Covered) Affairs, Inc. Index Publishing Index
- -------------------------- ---------------------- ---------- ----------------
Measurement Point-12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 107.90 107.60 116.80
FYE 12/31/93 131.90 118.40 131.10
FYE 12/31/94 147.40 120.00 125.60
FYE 12/31/95 172.10 165.10 154.60
FYE 12/31/96 198.20 203.00 179.00
The above graph compares the performance of the company's common stock
to Standard and Poor's (S&P) 500 Composite Index and the Dow Jones Publishing
Index for the last five years, assuming $100 was invested in the company's
common stock and each index at December 31, 1991, 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
1996, the outside directors received an annual retainer of $12,000 for board
membership, an annual retainer of $1,000 for chairing board committees, 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 Audit Committee, and serves as a member of the
Committee on Management Development and Succession and the Executive
Compensation Committee. Total amounts paid to her in 1996 for these services
and for her services as a director were $32,000.
Mr. Toohey 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 him in 1996 for director's and committee
fees were $32,000.
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 1996 for director's and committee
fees were $31,000. In addition, Mr. Schenck was paid $1,800 for consulting
services.
F. CERTAIN RELATIONSHIPS AND TRANSACTIONS. During 1996, the
Corporation engaged the services of Dow, Lohnes, and Albertson, the firm of
which Mr. Toohey is a partner, to provide legal counsel. During 1996, total
fees paid were $84,995.
IV. EMPLOYEE BENEFIT PLANS
EMPLOYEES' RETIREMENT PLAN. The summary compensation table does not
include contributions to the BNA Employees' Retirement Plan ("Retirement
Plan") for 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
- ------------------------------------------------------------------
$ 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
Retirement Plan for the employees named in the table above are as follows:
Mr. Beltz, 40; Mr. Boylan, 34; Ms. Gill, 27; Mr. Korphage, 24; and Mr.
Wojcik, 24.
V. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1995, 1996, 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 BNA 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 Charles W. Simpkins 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. 1998 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 1998 Annual Meeting must be received by the Corporation no later than
November 28, 1997. 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 28, 1997
<PAGE>16
BIOGRAPHICAL SKETCHES OF NOMINEES
WILLIAM A. BELTZ (67), chairman of the board, joined BNA
in 1956. He has been a member of BNA's board of
directors since 1967, and prior to his election as an
photo of officer of the corporation served as chairman of the
William A. board's budget committee. He became a director of
Beltz Fisher-Stevens, Inc., in 1978, a member of the Tax
Management Inc. board in 1979, a director of BNA
Communications Inc. in 1980, and a director of BNA
International Inc. in 1982. Also, since January 1985, he
has been chairman of the board of The McArdle Printing
Co., Inc. He also serves on 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 (47), has served as BNA's vice
president for human resources since 1994. Blanchard
began her BNA career as a labor relations specialist, and
photo of in 1987 was appointed director of labor relations. She
Jacqueline has served as a member of the BNA board of directors
Blanchard since April 1993, and is past chair and a current member
of the board's deferred stock purchase plan
administrative committee. She was recently appointed to
the board's committee on management development and
succession.
Blanchard has served on a number of internal task
forces and committees over the years, including the CBNC
audit committee, joint health care committee, and
facility planning
steering committee. She is currently a member of BNA's management
committee, and the publishing systems steering committee. She chairs
the joint equal employment opportunity committee.
Blanchard is a member of several professional associations, and
currently serves on the human resources advisory board of the American
Management Association ("AMA"), the area II (mid-Atlantic and southern
U.S.) board of the Society for Human Resource Professionals ("SHRM"),
and is past president and member of the board of the D.C. chapter of the
Industrial Relations Research Association.
Before coming to BNA in 1984, Blanchard was 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 (49), interim director,
information technology, corporate secretary, and
director, publishing systems project, began her BNA
photo of career in 1972 as a legal editor on the staff of
Cynthia J. ENVIRONMENT REPORTER. In 1976 she helped design
Bolbach the service that became MEDIA LAW REPORTER, and in
1977 she became its first managing editor. In 1985
she took on the additional duties of managing
editor of THE UNITED STATES 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. In January 1996
she was asked to serve as interim director of information
technology while the search for a permanent IT director is carried
out.
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 P. BOYLAN (57), vice president, operations and
president, BNA Washington, Inc., joined BNA in
1975. He was elected to BNA's board of directors
photo of in 1994 and 1995. He has been a member of BNAW's
Jack P. board of directors since 1988. He is a member of
Boylan the corporate development committee (CDC),
management committee (MC), publishing systems
steering committee and the business systems
management steering committee. In addition, he
chairs the facility strategic planning committee
charged with long range planning of corporate
facility and office space requirements.
Boylan began his career at BNA as corporate manager, data
processing, having transferred from Fisher-Stevens, a newly
acquired subsidiary, to lead BNA's early initiatives in business
and publishing automation. In 1986 he was appointed vice president
for administration to restructure and centrally organize various
administration and operational activities including information
systems, telecommunications, purchasing and delivery services.
Boylan was appointed to his current position as vice president
operations in 1996 and is responsible for the production
department, delivery services and purchasing. In 1988 he was
appointed president of BNA Washington (BNAW) and assumed the
additional responsibilities of managing BNA's real estate holdings
and its buildings and facility operations.
Boylan is a graduate of Rutgers University with a bachelor of
science degree in business administration. Prior to BNA, he held
various data processing and management positions with ITT, Morgan
Guaranty Trust Company and Fisher-Stevens.
<PAGE>18
G. CHRISTOPHER COSBY (36), is managing editor of
BNA'S COMPENSATION AND BENEFITS GUIDE (CBGD),
COMPENSATION AND BENEFITS LIBRARY ON CD (CBCD), and
photo of G. EMPLOYEE BENEFITS LIBRARY ON CD (EBCD). His BNA
Christopher career began at Tax Management Inc. in 1989 as a
Cosby tax law analyst. After working at Tax Management
for three years, in August 1992 Chris joined the
Department of Labor as a pension law specialist in
the Pension and Welfare Benefits Administration's
office of Policy and Legislative Analysis. In
December 1993, Chris returned to BNA as managing
editor of CBGD/CBCD. He was named managing editor
of the PAYROLL ADMINISTRATION GUIDE and PAYROLL LIBRARY ON CD in
1994, a position he relinquished in 1995 to oversee the development
of EBCD.
Chris was elected to the Tax Management board of directors in
1997. He is a member of BNA's retirement plan administrative
committee and is team leader of a total quality team examining
BNA's CD-ROM production process. He also is a member of BNA's open
book committee, which is exploring methods to implement open book
techniques at BNA.
Prior to joining BNA in 1989, Chris worked as a tax lawyer in
private practice. He received a bachelor's degree in government
from Franklin and Marshall College, Lancaster, PA and a Juris
Doctorate from the University of Maryland School of Law. He also
holds a Master of Laws in Taxation and an Employee Benefits
Certificate from the Georgetown University Law Center.
CHRISTOPHER R. CURTIS (45), senior representative,
Mountain Region, joined BNA as a district
representative in Oklahoma City in 1976. In 1977
photo of he won the Rookie-of-the-Year Award and has
Christopher qualified for the Distinguished Sales Award
Curtis nineteen times. He has been a member of the top
ten sales performers five times and earned the
designation of senior representative in 1987. In
his 20 year career, he has sold over two million
dollars of BNA services.
Curtis was elected to the board of directors
in 1993 and served until 1995. Also, he was a
member of the board of directors nominating committee in 1990 and
1995 and is currently the open book management liaison for the
field sales force. He has worked with product management and
editorial in the design of labor, tax, legal, and environmental
services and has been the labor product specialist for the Mountain
Region.
Curtis is a member of the Oklahoma Safety Council, Oklahoma
Payroll Association, Oklahoma City Human Resource Society and other
professional organizations. He received his bachelors degree in
marketing from the University of Central Oklahoma in 1973. He
resides in Edmond, Oklahoma, with his wife Cheryl.
<PAGE>19
SANDRA C. DEGLER (57), president, Tax Management
Inc., has been a member of the Tax Management board
of directors since 1981 and the BNA board of
photo of directors since 1990. She has also served on the
Sandra C. 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 development committee, and the management 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.
KATHLEEN D. GILL (50), was named vice president and
executive editor in February 1993, after having
served as associate editor of business and human
photo of resources services for six years. She was
Kathleen D. designated editor in chief in January 1997. She
Gill has been a member of BNA's board of directors since
1986. 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.
Gill 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.
<PAGE>20
CARY M. GREENBERG (33), regional sales manager of
the Northwestern Region, began his career at BNA as
a district representative in Long Island, New York
photo of in April of 1990. He immediately established
Cary M. himself as a top sales producer by becoming a first
Greenberg year qualifier (finished a year's worth of sales
quota in 10 sales periods). He won the Rookie of
the Year award in 1991, and was the DSA Runner-up
in 1992. He also served as the New England
Region's tax specialist in 1991, 1992, and 1993.
Greenberg was promoted to regional sales
manager of the Northwestern Region in April of 1993
where he assumed the responsibility of managing a regional sales
budget, recruiting, and supervising seventeen representatives
across the Pacific Northwest. The Northwestern Region currently
covers Northern California, Oregon, Washington, Idaho, Alaska,
Hawaii, Nevada as well as some overseas operations in Guam, and the
Marshall and Mariana Islands.
During his four year tenure as regional manager, the
Northwestern Region has without fail exceeded their quota
responsibility and has consistently been amongst the top dollar
producing regions nationally. In 1996 the Region was awarded the
John D. Stewart Cup for being the #1 sales region in the country.
In 1985, Greenberg graduated from Morehead State University in
Kentucky. He received a Bachelor of Arts Degree, majoring in
Communications. Following his graduation, Mr. Greenberg began his
career in computer sales and has spent several successful years in
various sales and marketing positions.
JACK JENC (54), 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.;
chairman of 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, and the District of
Columbia Institute of CPAs.
<PAGE>21
EILEEN Z. JOSEPH (49), executive editor,
environment and safety information division, began
her 25 years with BNA as an entry-level reporter on
photo of the staff of OCCUPATIONAL SAFETY & HEALTH REPORTER,
Eileen Z. ultimately becoming its senior editor. Appointed
Joseph to management in 1976, she was in charge of the
division's new 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.
Four 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 served for four years as a member of the board of BNA
Communications Inc. Last year she was appointed to the executive
committee of the Marketing and Business Development Council of the
Information Industry Association.
Joseph graduated from George Washington University with a B.A.
and did graduate work at G.W. and American Universities while she
was a licensed real estate sales representative in Washington,
Virginia, and Maryland. She has lectured in art and tutored in
English for the then-Department of Health, Education, and Welfare.
She is active in several charities and on many committees
associated with her two sons' schools, including the Presidents'
Council at Tulane University. With her husband, Joseph
participates in several other initiatives involving community-based
information technology resources, lifelong learning, and education
and technology.
GEORGE J. KORPHAGE (50), vice president and chief
financial officer, joined BNA in 1972. He has been
a member of BNA's board of directors since 1988. A
photo of CPA, he was in public accounting for three years
George J. before coming to BNA. He held several accounting
Korphage and finance management positions at BNA before
being elected to his present position in 1988. He
serves on several management and planning
committees including the corporate development
committee, management committee, and the publishing
systems steering committee. He is a member of the
BNA board's executive committee, and chairs its
budget committee and investment committees. In addition, he is a
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 member of the American Institute of Certified
Public Accountants and the District of Columbia Institute of CPAs.
<PAGE>22
KENNETH MAY (46), lead editor of LABOR ARBITRATION
REPORTS, joined BNA in 1985 after a 10-year career
that included working for three other legal
photo of publishers and writing a book for a fourth. He
Kenneth May wrote and edited works on diverse topics during
that career, including health care, the opinions of
the Supreme Court, bankruptcy, and tax.
May started in the indexing department and
moved to the LABOR RELATIONS REPORTER in 1987. He
also worked for DAILY LABOR REPORT in 1992.
May has served as chair or co-chair of the
Newspaper Guild unit at BNA for five years, has
served on the joint health care committee since 1988, and helped
redesign the company's health insurance program.
May is a graduate of Catholic University and its law school,
where he won the 1975 Environmental Law Contest. He is a member of
a number of professional associations, including the District of
Columbia bar and the National Center for Employee Ownership.
GREGORY C. MCCAFFERY (36), was named director of
marketing and product development in 1996,
following the merger of BNA's marketing and product
photo of development functions. Prior to the creation of
Gregory C. the new division, he served as director of new
McCaffery product development for two years, and as manager
of the reference guide development unit. He serves
on the board of directors of Pike & Fischer, Inc.,
and is a member of the electronic initiatives team
and the publishing systems steering committee. He
is co-chair of the BNA/Guild work/life committee.
McCaffery joined BNA in 1986 as an editor on
the staff of BNA'S CHEMICAL REGULATION REPORTER. He served in
reporting and editing positions on several BNA publications until
1990, when he was appointed to management. In 1992, McCaffery
helped to create, edit, and launch BNA'S AMERICANS WITH
DISABILITIES ACT MANUAL (ADAM). Last year, he helped manage the
successful development and launch of BNA's notification services in
Lotus Notes and World Wide Web formats.
In the editorial department, McCaffery has served in
management positions on the following publication staffs: DAILY
LABOR REPORT, LABOR RELATIONS WEEK, BNA'S EMPLOYEE RELATIONS
WEEKLY, WORKFORCE STRATEGIES, AFFIRMATIVE ACTION COMPLIANCE MANUAL,
EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE MANUAL, and BNA'S AMERICANS
WITH DISABILITIES ACT MANUAL.
McCaffery holds a bachelor of science degree from American
University, and has completed course work at the London School of
Economics, the University of London, and the California Institute
of Technology. He is married and the father of two absolutely
beautiful daughters.
<PAGE>23
JANE F. SANCHEZ (47), was appointed director of the
editorial department's information resources
division in 1995. Information resources
photo of consolidates BNA's library, judicial opinions unit,
Jane F. and source information management, a group
Sanchez responsible for acquiring primary source
information in electronic form. The division
performs competitive intelligence for BNA, grants
reprint permissions, and is responsible for
copyright issues in print and electronic
environments. Sanchez began her BNA career in 1985
by designing and implementing database systems and
automated workflows for the judicial opinions unit.
In the summer of 1985, she was appointed manager of
that unit, and also served as ARIES design manager
for two years. (ARIES is an abstracting and index entry system for
BNA publications.) Sanchez was a team leader and facilitated
several technology assessment teams prior to the launch of BNA's
new publishing system. In 1996, she chaired the source material
editorial quality team. Sanchez put in place an electronic receipt
and routing procedure for federal and state court opinions, and was
instrumental in building the core of BNA's Intranet. She has
recently been appointed to serve on the legal market committee,
which formulates and proposes new publishing activities to the
corporate development committee.
Prior to coming to BNA, Sanchez worked as a reference
librarian at Harvard and Northeastern Universities, and was the
Ibero-American team leader at the University of New Mexico.
Sanchez created indexes and commercial databases, and was the
director of library services for five western regional offices for
the U.S. Department of Energy. Sanchez also served as director of
technical research services at the U.S. Synthetic Fuels
Corporation.
Sanchez has a Master's degree in Library Science from Simmons
College, Boston, Massachusetts, and a J.D. from The American
University. She is a member of the National Conference of
Appellate Court Clerks (and received a special award from the
Conference in 1996), and served on the first board of directors of
the Judicial Electronic Document and Data Interchange. She is a
member of the American Society for Information Science and the
Special Library Association. Sanchez and her husband, Christopher
Freitas, have three children and live in Mt. Vernon, Virginia where
they are active in coaching sports, scouting, and religious
education.
FREDERICK A. SCHENCK (68), served as vice president
for personnel, Cunard Line, Ltd. until December
1992. He served the company as a consultant until
photo of 1994. Over a 20-year span, he served in a number
Frederick A. of administrative and human resource-related
Schenck positions in New Jersey state government, from
personnel officer to director of the agency that
provides services to children and families. In
1977 he moved to federal government service and in
1978 became deputy under secretary of commerce,
with responsibility for field coordination of
Commerce's programs and delivery of resources and
services to state and local governments and the
private sector in areas of economic development,
domestic and international trade, and business
development.
In 1979, Schenck became senior vice president, administration,
for Resorts International Casino Hotel, with executive
responsibilities for personnel management, industrial relations,
staff development and training, affirmative action, compensation
and benefits.
He continues to serve on the boards of many civic and
charitable organizations.
Schenck studied Business Administration at Howard University
and holds B.S. and M.A. degrees from Rider College.
<PAGE>24
PAT SWORDS (51), was named vice president of sales
and marketing in February 1996. In the months
following her appointment, she and her husband Art
photo of relocated permanently to Washington from Denver,
Pat Swords where they had resided for 20 years.
Swords has served on the BNA board of
directors since 1991, and was a member of the
budget committee in 1994 and 1995. She currently
serves on the corporate development committee,
management committee, and the publishing systems
steering committee. She began her career as a BNA
district sales representative in January of 1977 in
Denver, Colorado and served as a sales representative for eight
years in Denver, Phoenix and Las Vegas, qualifying for DSA every
year in which she was a representative. In 1985 she was appointed
regional manager for the newly-created Mountain Sales Region.
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.
DANIEL W. TOOHEY (57), is a senior counsel to the
Washington, D.C.-headquartered firm of Dow, Lohnes
& Albertson, where he has practiced since 1966. In
photo of 1984, he was appointed its managing partner, a
Daniel W. position he held until January of 1991. Before
Toohey joining the law firm, he had been a general
attorney with the Federal Communications
Commission.
He recently completed a three year term as
general counsel to the Greater Washington Area
Board of Trade and now serves on its board. 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 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 before the U.S. Supreme
Court and in the District of Columbia, and the states of New York
and Missouri.
LOENE TRUBKIN (54), consults with information
industry firms on product development and marketing
strategies. She has served on the boards of
photo of directors of Data Courier, Inc.; Sedgwick Printout
Loene Systems Corporation; the Information Industry
Trubkin Association; and BNA subsidiaries Fisher-Stevens,
Inc. and Executive Telecom System International.
From 1972-1983, she was president of Data Courier,
Inc.
Trubkin joined the BNA board of directors in
1985. She serves on the executive compensation and
management development and succession committees
and chairs the audit 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>25
ROBERT L. VELTE (49), vice president for strategic
development. Velte joined BNA in 1976 as
accounting manager for BNA Communications Inc.
photo of where he held a variety of positions until being
Robert L. appointed president in 1986. In 1994 Velte was
Velte elected president of BNA International Inc. and
appointed BNA's director of international business
development. He was elected to his current
position in 1995.
Velte was elected to the BNA board of
directors in 1996 and is a member of the board's
budget committee and various management committees,
including the corporate development committee, management committee
and publishing systems steering committee.
Velte is the chairman of the board of directors of BNA
International Inc. where he has served as a director since 1994.
He joined the BNA Communications Inc. board in 1983, and has been
its vice chair since 1986. Also, he served as a member of the Pike
& Fischer, Inc. board for four years.
Velte 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.
PAUL N. WOJCIK (48), president and chief executive
officer. Wojcik was elected to BNA's board of
directors in 1989 and serves on the board's
photo of executive committee. He also serves as a member of
Paul N. the board of directors of BNA Communications Inc.,
Wojcik 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. In December of 1996, he was elected CEO.
He is currently a member of BNA's corporate development 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
secretary, and as a member of its board of directors and executive
committee. He is also on the board of the Signature Theater, a
professional theater in the Washington Area.
Appendix to attachment
Photos of nominees are included with their respective biographical
sketches.
<PAGE>26
(INTERIOR ENVELOPE)
THE BUREAU OF NATIONAL AFFAIRS, INC.
CLASS A COMMON STOCK PROXY FORM -------------------------------
PROXY SOLICITED BY THE BOARD OF DIRECTORS Signature of Shareholder
(Sign exactly as shown on label)
I HEREBY APPOINT DEBROAH W. EMBRY OR CHARLES W.
SIMPKINS AS PROXY TO REPRESENT ME AND TO VOTE
ALL THE SHARES OF CLASS A COMMON STOCK HELD BY
ME ON MARCH 22, 1997, AT THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 19, 1997, --------------------------
OR ANY ADJOURNMENTS THEREOF. MY SHARES ARE Date
TO BE VOTED ONLY AS DESIGNATED BY ME ON THE
ENCLOSED BALLOT, WHICH IS MADE A PART HEREOF,
AND I WITHHOLD AUTHORITY TO VOTE ON ANY OTHER
MATTER BROUGHT BEFORE THE MEETING.
<PAGE>27
THE BUREAU OF NATIONAL AFFAIRS, INC.
ANNUAL STOCKHOLDERS MEETING
APRIL 19, 1997
CLASS "A" BALLOT
INSTRUCTIONS:
Place an X in the box after the SHARES OWNED ________
name of the candidates for whom you
wish your proxy to cast your votes. REGULAR ________
You are entitled to vote for not more
than three outside candidates and DEFERRED ________
for not more than 12 stockholder
candidates.
- ------------------------------------------------------------------------------
STOCKHOLDER CANDIDATES
Beltz, William A.* 1.__ Jenc, Jack* 10.__
Blanchard, Jacqueline M.* 2.__ Joseph, Eileen Z.* 11.__
Bolbach, Cynthia J. 3.__ Korphage, George J.* 12.__
Boylan, Jack 4.__ May, Kenneth 13.__
Cosby, G. Christopher 5.__ McCaffery, Gregory C. 14.__
Curtis, Christopher R. 6.__ Sanchez, Jane F. 15.__
Degler, Sandra C.* 7.__ Swords, Pat * 16.__
Gill, Kathleen D.* 8.__ Velte, Robert L.* 17.__
Greenberg, Cary M. 9.__ Wojcik, Paul N.* 18.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 19.__
Toohey, Daniel W.* 20.__
Trubkin, Loene * 21.__
* member of present Board
______________________________________________________________________________
______________________________________________________________________________
BALLOT INSTRUCTIONS
To vote, you must:
* Complete and fold Ballot * Sign and Date Envelope
-------------
* Put it in Proxy Envelope * Seal Envelope
</TABLE>
