<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-6(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)
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transactions applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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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
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. (202)452-4580
Cynthia J. Bolbach FAX (202)452-4226
Corporate Secretary E-Mail:[email protected]
March 27, 1998
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 18, 1998, at 10:00 a.m., at the Park Hyatt
Hotel, 1201 24th, N.W., Washington, D.C., to elect the 15 members of the Board
of Directors, to vote on two proposed resolutions submitted by stockholders, 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, 1997, 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.
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 18, 1998
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 and for voting on the stockholder resolutions,) 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 Park Hyatt Hotel, 1201 24th Street, N.W., Washington, D.C. on Saturday,
April 18, 1998, 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, regular mail,
e-mail, or in person. This proxy statement and proxy form were first mailed to
stockholders of the Corporation on or about March 27, 1998. An annual report,
including financial statements for the year ended December 31, 1997, 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 21, 1998, are entitled
to vote at the meeting or any adjournment thereof. On such date, there were
3,541,513 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.
A majority of all outstanding shares entitled to vote at the Annual
Meeting constitutes a quorum. Abstentions will be counted for purposes of
determining whether a quorum is present. Once a share is represented for any
purpose at the Annual Meeting, it will be deemed present for quorum purposes for
the remainder of the meeting. Class A shares represented by properly-executed
proxies will be voted in accordance with the directions indicated on the ballot
portion of the proxy. A plurality of the votes cast is required for the election
of directors, as discussed below. The stockholder proposals (and any other
matter appropriately presented at the meeting) must be approved by a majority of
the Class A shares entitled to vote at the meeting. With respect to the election
of directors, abstentions or instructions to withhold authority to vote for one
or more of the nominees will have no effect on the outcome of the vote. With
respect to all other matters, abstentions will have the effect of a vote against
the relevant proposal.
<PAGE>(4)
I. ELECTION OF DIRECTORS
Fifteen directors of the Corporation are to be elected at the 1998
Annual Meeting to serve until their successors are elected at the next annual
meeting. As provided in the Corporation's By-Laws, 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. If no directions are indicated on the ballot, the
stockholder shall be deemed to have withheld authority to vote for any nominees.
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)
Shares of common stock
beneficially owned on
March 1, 1998, and %
Name and, if of outstanding shares
applicable, year Offices with the of class (All shares
first served as Corporation or are Class A except as
a Director Age its subsidiaries indicated)
- - ------------------------ --- ----------------------- ----------------------
Michael T. Baer 36 Managing Editor of 78 0.002
Payroll Library on CD
and Payroll Administra-
tion Guide
* William A. Beltz 68 Chairman of the Board 63,500 Class B
1967 1.40
* Jacqueline M. Blanchard 48 Vice President for 22,592 0.64
1993 Human Resources
Richard H. Cornfield 51 Publisher, BNA Books 4,739 0.13
* Christopher R. Curtis 46 Senior Representative, 30,223 0.86
1993 Mountain Region
* Sandra C. Degler 58 Vice Chairman of the 55,829 Class A
1990 Board; President, Tax 1.58
Management Inc. 60,209 Class B
1.33(a)
* Kathleen D. Gill 51 Vice President and 24,862 0.70
1986 Editor in Chief
Donna M. Ives 43 Director of Data 20,795 0.58(a)
Administration
<PAGE>(5)
Shares of common stock
beneficially owned on
March 1, 1998, and %
Name and, if of outstanding shares
applicable, year Offices with the of class (All shares
first served as Corporation or are Class A except as
a Director Age its subsidiaries indicated)
- - ------------------------ --- ----------------------- ---------------------
* Jack Jenc 55 Treasurer 24,847 0.70
1995
* Eileen Z. Joseph 50 Executive Editor, 4,923 0.14
1995 Environment and Safety
Services
* George J. Korphage 51 Vice President and 41,895 1.19
1988 Chief Financial Officer
* Gregory C. McCaffery 37 Director, Marketing and 5,408 0.15
1997 Product Development
* Pat Swords 52 Vice President and 28,541 0.81
1991 Director of Sales and
Marketing
* Robert L. Velte 50 Vice President for 5,785 0.16
1996 Strategic Development
* Paul N. Wojcik 49 President and Chief 20,452 0.58
1989 Executive Officer
Dean Zadak 38 Director, E-Business 2,462 0.07
Information Solutions
Division
Stock Ownership of Nominees for Three "Outside" Directors
Shares of common stock
beneficially owned on
March 1, 1998, and %
Name and, if of outstanding shares
applicable, year Offices with the of class (All shares
first served as Corporation or are Class A except as
a Director Age its subsidiaries indicated)
- - ----------------------- --- ---------------------- ---------------------
* Frederick A. Schenck 69 Consultant -0-
1991
* Daniel W. Toohey 58 Senior Counsel -0-
1991 Dow, Lohnes & Albertson
<PAGE>(6)
Shares of common stock
beneficially owned on
March 1, 1998, and %
Name and, if of outstanding shares
applicable, year Offices with the of class (All shares
first served as Corporation or are Class A except as
a Director Age its subsidiaries indicated)
- - ----------------------- --- ---------------------- ---------------------
* Loene Trubkin 55 Consultant -0-
1985
* Member of Present Board
(a) The shares of Mrs. Degler and Ms. Ives include 60,209 Class B and
15,587 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.
As of March 1, 1998, all directors and executive officers as a group
beneficially owned 285,530 shares of Class A common stock, or 8.08 percent of
the outstanding Class A shares, and 123,709 shares of Class B common stock, or
2.73 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 21, 1998, 4,543,223 shares of Class B common stock and
403,413 shares of Class C common stock were outstanding.
COMPLICANCE 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 1997. 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 1997, the Audit Committee met two times. Members of the Audit
Committee are Messrs. Schenck, Toohey, and Ms. Trubkin.
<PAGE>(7)
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 1997, 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 Chief Executive Officer, and
reviews the salaries of executive officers. During 1997, the Executive
Compensation Committee met three 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 1998 election of directors were
Eileen Z. Joseph, Chair, Ann Boland Krupp, Daniel W. Toohey, Robert L. Velte,
and Wendell H. Yee. A report of the committee's selections for nominees,
together with a summary of the Corporation's By-Law 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 By-Laws
and received by the Nominating Committee at least 30 days prior to the annual
meeting are included in the final list of nominations in this Proxy Statement.
III. PROPOSED RESOLUTIONS SUBMITTED BY SHAREHOLDERS
A. EXECUTIVE COMPENSATION
The following resolution is submitted by Class A shareholders Felicia
Williams, Leslie J. Gold, and Michelle D. Carter:
RESOLVED, that the shareholders of The Bureau of National Affairs,
Inc., recommend that the Board of Directors adopt an executive
compensation policy in which the cash and non-cash compensation of the
Chief Executive Officer shall not increase at a greater rate than the
average annual percentage above base salary increases received by other
management employees of The Bureau of National Affairs, Inc.
Proponents' Statement in Support of Proposal:
CEO compensation is at a level that is more than ten times the salary
of the average full-time non-management employee, and over 20 times the salary
of the lowest-paid employee.
The rationale that mounting compensation is needed to attract, retain,
and motivate capable executive leadership rings hollow in a company that has
traditionally drawn its top management from the ranks of its own skilled
workforce. The argument that the CEO pay must match that of executives in
"comparable" positions in the newspaper and information industry is likewise
unsound, given BNA's uniqueness as an employee-owned company that has never
patterned itself after top-heavy corporate giants.
<PAGE>(8)
Pay disparities between the CEO and other employees in an
employee-owned company ignore fair compensation practices and threaten employee
morale. All employees contribute to the success of BNA, whether they be computer
technicians, sales representatives, secretaries, clerks, accountants, production
workers, reporters or editors. The dedication and hard work of these employees
are responsible for the company's profits and its return to shareholders.
Last year, BNA marked its 50th anniversary as an employee-owned
company. The spirit of employee ownership would be reinforced if the CEO's pay
were more reasonably linked to the compensation levels of BNA's employee-owners.
This year BNA embarked on an "Open Book" initiative designed to give
all employees a greater understanding of how their individual efforts can
contribute to BNA's financial success. Employee commitment to the worthy goals
of that project will be better achieved if the growing inequity between the
CEO's compensation and that of its dedicated workforce were curbed.
Board of Directors' Statement in Opposition to the Shareholder Proposal:
The Board of Directors believes the proposal is NOT in the best
interests of the Corporation and recommends that stockholders vote AGAINST
adoption of the proposal.
One of the most important responsibilities of any Board of Directors is
to attract, retain, motivate, and reward the company's Chief Executive Officer.
The board, acting on behalf of the stockholders, measures the CEO's performance
against agreed-upon corporate goals - a task so important that a separate report
from the board's Executive Compensation Committee is included as part of each
Proxy Statement. Placing an artificial cap on CEO compensation would seriously
undermine the board's authority and discretion in reviewing the CEO's job
performance and in compensating that performance appropriately.
The board believes it has exercised its authority and discretion
responsibly and conservatively. The base salary of BNA's CEO has, since 1993,
increased at an average rate of approximately 2.9% per year. Increases in CEO
pay have been modest at best, especially in view of the fact that BNA's CEO,
unlike the CEOs of many companies, is treated like all other management
employees, receiving no special compensation programs, no stock bonuses or stock
options, and no non-cash compensation, other than benefits, such as health
insurance, that all BNA employees are eligible to receive.
FOR THESE REASONS, THE BOARD BELIEVES THAT THE PROPOSAL IS NOT IN THE
BEST INTERESTS OF THE CORPORATION AND STRONGLY RECOMMENDS THAT YOU VOTE AGAINST
THE PROPOSAL.
Vote Required for Adoption:
The proposed resolution will be adopted if a majority of Class A shares
entitled to vote at the annual meeting votes in its favor.
B. NEWSPAPER GUILD REPRESENTATION ON THE BOARD OF DIRECTORS
The following resolution is submitted by Class A shareholders Nancy F.
Simmons, Thomas D. Edmondson, Carol Oberdorfer, Kenneth May, and Neiyana
Chotikul:
RESOLVED, that the shareholders of The Bureau of National Affairs,
Inc., recommend that a member of the Washington-Baltimore Newspaper
Guild shall, beginning in April 1999, serve as a 13th stockholder
member of The Bureau of National Affairs, Inc., Board of Directors and
be nominated by the Guild.
<PAGE>(9)
Proponents' Statement in Support of Proposal:
For over fifty years, the Bureau of National Affairs Inc. has
celebrated its status as an employee-owned company. As set forth in the Preamble
of the collective bargaining agreement between BNA and its non-management
employees, "[t]he Washington-Baltimore Newspaper Guild has been the certified
bargaining representative of most of BNA's non-supervisory employees for almost
as long as BNA has been an independent company."
One feature that contributes to BNA's uniqueness is that its corporate
leaders, from the CEO on down, have traditionally been drawn from the ranks of
the BNA workforce - committed employee-owners whose years of service to the
company give them insight into the company's operations and devotion to its
future.
The spirit that has prompted this infusion of employee-shareholder
talent and dedication at the corporate level would be better served if a seat on
the BNA Board of Directors were specifically designated for an employee-member
of the Newspaper Guild, to be nominated by Guild members but elected by all of
BNA's employee shareholders.
It is only logical that the bargaining unit employees, who constitute
the majority of BNA's valuable workforce and own many shares of BNA stock,
should have a voice on the Board.
Board of Directors' Statement in Opposition to the Shareholder Proposal:
The Board of Directors believes that the proposal is NOT in the best
interests of the Corporation and recommends that stockholders vote AGAINST the
proposal.
Giving preferential treatment to any particular group of employee
stockholders contravenes the democratic nature of the Corporation's board
election process and violates the spirit of employee ownership.
Each year, the Nominating Committee typically nominates more director
candidates than there are director seats available. In addition, all Class A
stockholders (including Guild members) have the opportunity to nominate
candidates, or to seek election themselves, pursuant to the procedures set forth
in the Corporation's By-Laws.
Historically, this procedure has permitted a wide range of stockholder
names (including Guild members) to be placed on the ballot. The nominating and
election procedures work. It is not in the best interest of stockholders to give
the Guild, or any group, an unwarranted advantage in seeking election of their
candidates to the board
FOR THESE REASONS, THE BOARD BELIEVES THAT THE PROPOSAL IS NOT IN THE
BEST INTERESTS OF THE CORPORATION AND STRONGLY RECOMMENDS THAT YOU VOTE AGAINST
THE PROPOSAL.
Vote Required for Adoption:
The proposed resolution will be adopted if a majority of the Class A
shares entitled to vote at the annual meeting votes in its favor.
IV. 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, 1997.
<PAGE>(10)
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND --------------------------
PRINCIPAL POSITION YEAR SALARY (a) BONUS (b)
- - -------------------------------------------------------------------------------
Paul N. Wojcik
President and 1997 (c) $ 389,423 $ 8,548
Chief Executive Officer 1996 $ 247,308 $ 14,211
1995 $ 228,615 $ 4,126
Jack Boylan
Vice President for 1997 $ 226,246 $ 4,637
Operations 1996 $ 176,042 $ 4,976
1995 $ 169,846 $ 3,401
Kathleen D. Gill
Vice President and 1997 $ 202,508 $ 4,855
Editor-in-chief 1996 $ 185,554 $ 4,100
1995 $ 176,769 $ 3,461
George J. Korphage
Vice President and 1997 $ 184,000 $ 4,405
Chief Financial Officer 1996 $ 170,115 $ 2,844
1995 $ 163,096 $ 3,214
Mary Patricia Swords 1997 $ 180,577 $ 9,337
Vice President and 1996 (d) $ 156,231 $ 11,832
Director of Sales and 1995 $ 75,000 $ 37,705
Marketing
(a) Based upon 27 pay periods in 1997 and 26 pay periods in 1996 and 1995.
(b) Cash profit sharing, sales incentive bonuses, plus any payments from
the Corporation's bonus pool.
(c) For 1995 and 1996 Mr. Wojcik was president and chief operating officer.
He was elected chief executive officer effective January 1, 1997.
(d) Ms. Swords was elected vice president in 1996.
<PAGE>(11)
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
1997, 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. During 1997, the Corporation engaged the
services of Dow, Lohnes and Albertson, the firm of which Mr. Toohey is senior
counsel, to provide legal counsel. Other than Mr. Toohey, 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 of its chief
executive officer. The committee, acting for the board, also has the
responsibility of approving the recommendations of the CEO concerning the
salaries of executive officers. The committee consists entirely of
non-stockholder directors.
The Corporation's management compensation program 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, including the chief executive officer, and
of 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. The committee does not, however, attempt to
place base salaries within any particular strata of salaries paid by
competitors.
The compensation philosophy for executive officers, including the chief
executive officer, is the same as that applicable to the Corporation's
management employees generally. The merit increase "pool" of 4 percent in 1997
was the same for executive officers as for other management employees.
The compensation of executive officers during 1997, including the CEO's
compensation, was derived from the same sources applicable to all management and
supervisory employees of the Corporation: salary and participation in the BNA
Employees' Cash Profit Sharing Plan (based upon the same formula used to
calculate profit-sharing compensation for all employees). There are no special
incentive compensation plans for any corporate officer, including the chief
executive officer, nor does any executive officer, or the chief executive
officer, receive any non-cash compensation other than benefits such as health
insurance that all BNA employees are eligible to receive. The compensation of
the chairman, a retired employee of the Corporation, is derived from fees paid
to him for his services as chairman and as a consultant to the Corporation.
The consulting fee to be paid to the chairman in 1997, and the CEO's
compensation for January 1997 - March 1998, were recommended by the Executive
Compensation Committee and approved by the Board of Directors on December 12,
1996. Salaries for all other executive officers were established by the CEO,
with the approval of the Executive Compensation Committee.
Each officer's compensation was based on an evaluation of his or her
performance and contribution to departmental and corporate goals, both financial
and non-financial. In 1997, the CEO determined salary increases for the
executive officers by using the same management compensation structure in place
for all management employees. The CEO allocated, among the executive officers, a
merit increase "pool" of 4 percent of total executive officer salaries. The
factors used in allocating this "pool" included the officer's current level of
compensation, the achievement of agreed-upon objectives for 1996, other
<PAGE>(12)
challenges met, any unusual aspects of the officer's performance in the past
year, and the relationship between the officer's current salary and his/her
current level of responsibility. No formula was utilized by the CEO in
evaluating any executive officer's performance with respect to these factors.
As is true throughout the company, salary increases outside the merit
increase "pool" are granted for promotions into or within the executive officer
group, or for the imposition of broadened job responsibilities for an executive
officer within his/her same position.
The BNA Employees' 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.
In determining what it would recommend as the compensation to be paid
in 1997 to the chairman and to the CEO, the committee evaluated how well each
met the objectives set for themselves, with the committee's help, during 1996.
During 1997, the committee developed objectives with the chairman and CEO that
will serve as the basis for determining compensation for 1998.
The recommendation for the CEO's 1997 compensation was based in part
upon the CEO's performance during 1996, when he served as the Corporation's
president and chief operating officer, in part upon the company's financial
performance in 1996 and its progress toward meeting projected five-year
financial goals, and in part upon the committee's determination of an
appropriate base salary for the Corporation's chief executive officer, based
upon the general compensation philosophy already described. The compensation
recommendation also reflected the committee's subjective evaluation of how well
the CEO met other specific goals, including long-term facility planning and
market-specific revenue strategy development. No specific formula or specific
weighing mechanism was used by the committee in evaluating overall achievement
of these goals.
The compensation recommendation of the Executive Compensation Committee
was presented to the full Board of Directors at its meeting on December 12,
1996. After full discussion, the board approved the 1997 compensation for the
chairman and for the CEO.
Frederick A. Schenck, Chairman
Daniel W. Toohey
Loene Trubkin
<PAGE>(13)
D. 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--
12/31/92 $100.00 $100.00 $100.00
FYE 12/31/93 122.30 110.10 112.20
FYE 12/31/94 136.60 111.50 107.50
FYE 12/31/95 159.50 153.40 132.40
FYE 12/31/96 180.50 188.70 153.20
FYE 12/31/97 206.20 251.60 225.90
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, 1992, and that all dividends were
reinvested.
<PAGE>(14)
E. DIRECTORS' COMPENSATION. The directors who are employees of the
Corporation are not compensated for their services as BNA directors. During
1997, the three board members who are not stockholders -- 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.
Each outside director serves on the Audit Committee, chaired by Ms.
Trubkin, the Committee on Management Development and Succession, chaired by Mr.
Toohey, and the Executive Compensation Committee, chaired by Mr. Schenck. Total
amounts paid to Ms. Trubkin, Mr. Toohey, and Mr. Schenck for director's and
committee fees were $32,100, $30,000, and $32,000, respectively.
During 1997, the Board of Directors recognized that the fees paid to
outside directors had remained unchanged since 1991, and it initiated a review
of outside director compensation arrangements in common use. That review
demonstrated that BNA's board and committee fees for its outside directors were
comparable to fees paid to directors of similar-sized companies, but that some
companies also extended other benefits, such as pensions, and many also provided
equity participation compensation, such as stock options. BNA's By-Laws preclude
its outside directors from owning BNA stock. The board approved supplemental
compensation for its outside directors that is based on the Corporation's
financial progress during the director's service on the board. This supplemental
compensation is computed by averaging the percentage increase of BNA earnings
per share and cash flow per share for the current year compared to the year the
outside director joined the board (1990 being established as the base year for
the current outside directors). This percentage growth is then applied to the
director's board fees earned during the current year to determine the
supplemental compensation, which is paid early in the following year. Because
the supplemental compensation formula is based upon financial measures which
influence BNA share price and dividend decisions, the board believes that this
compensation more closely aligns the total compensation of the outside directors
to the interests of shareholders. Supplemental compensation earnings for 1997,
which were paid in early 1998, were: Ms. Trubkin, $11,143; Mr. Toohey, $11,650;
and Mr. Schenck, $11,143.
V. 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.
<PAGE>(15)
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.
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.
Boylan, 23; Ms. Gill, 28; Mr. Korphage, 25; Ms. Swords, 20; and Mr. Wojcik, 25.
VI. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1996, 1997, and
the current year are KPMG Peat Marwick LLP. A representative of that firm will
be present at the annual meeting of stockholders, with the opportunity to make a
statement, if desired, and to respond to appropriate questions.
VII. VOTING PROCEDURES
Enclosed is a ballot and proxy form/envelope to be used in voting for
directors and on the two stockholder proposals. Instructions for the use of the
ballot appear on the ballot.
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 Purchase and Transfer Plan.
<PAGE>(16)
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.
Audrey C. Hipkins 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, and of the vote on the
stockholder proposals, will be made immediately after the report and
certification by the judges. The successful candidates will declared elected as
members of the Board of Directors for the ensuing year.
VIII. 1999 STOCKHOLDER PROPOSALS
Except for stockholder proposals relating to nominations for director
governed by the Corporation's By-Laws, stockholder proposals which are the
proper subject for inclusion in the proxy statement and for consideration at the
1999 Annual Meeting must be received by the Corporation no later than November
27, 1998. Such proposals should be directed to the Secretary of the Corporation
at its principal office in Washington, D.C.
IX. OTHER BUSINESS
The Board of Directors does not know of any matters to be presented for
action at the meeting other than the election of directors and voting on the two
stockholder proposals. 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 By-Laws 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
By-Laws, and subject to any additional requirements imposed by applicable law.
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 27, 1998
<PAGE>(17)
BIOGRAPHICAL SKETCHES OF NOMINEES
MICHAEL T. BAER (36), managing editor of Payroll
Library on CD and Payroll Administration Guide,
joined BNA in 1990 originally as a technical analyst
photo of in BNA Software, and later that year started working
Michael T. as an editor on the staff of Payroll Administration
Baer Guide. He was named assistant managing editor of
Payroll Administration Guide and the just-introduced
Payroll Library on CD in July 1994. Also in 1994, his
staff became the first to publish using the new
PS2000 editorial publishing system, and since has
pioneered several other initiatives, including the
PAG-L Payroll Administration Listserv, a
BNA-moderated e-mail discussion area for subscribers.
He was promoted to managing editor in 1995.
From the beginning of his career at BNA, Baer has
served the BNA community in a number of capacities.
As a Newspaper Guild shop steward, he participated in
the
joint Guild-Management Equal Employment Opportunity Committee, and was active in
the EEO Committee's Career Development Subcommittee. He also was included in a
joint BNA compensation review group. Since being promoted into management, Baer
has assisted in developing BNA's diversity training program, participated in
editorial quality and marketing team initiatives, and helped instruct editors
migrating to PS2000. In addition, he is a member of the PS2000 Editorial
Advisory Committee, and co-chairs BNA's joint Work/Life Committee. Most
recently, Baer was part of an analysis team that revamped the look of BNA
newsletters.
Baer holds a masters degree in international affairs from The American
University's School of International Service, and a bachelors degree in
government and politics from the University of Maryland. Prior to joining BNA,
Baer held payroll and human resources positions with Marriott, and then moved on
to become the personnel manager for the Shanghai Hilton and its 1,600 employees,
returning to the United States in 1989. He lives with his wife and four children
in Alexandria, Virginia.
WILLIAM A. BELTZ (68), 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
officer of the corporation served as chairman of the
photo of board's budget committee. He became a director of
William A. 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. Since January 1985, he
has been chairman of the board of The McArdle
Printing Co., Inc. He also continues to serve on the
BNA International board.
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 chairman emeritus 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.
<PAGE>(18)
JACQUELINE M. BLANCHARD (48), has served as BNA's
vice president for human resources since 1994.
Blanchard began her BNA career in 1984 as a labor
photo of relations specialist. She was appointed director of
Jacqueline M. labor relations in 1987, and director of labor and
Blanchard employee relations in 1991. In addition to labor and
employee relations, her responsibilities include work
and family (now work/life), pension administration,
the employee assistance program, employment, and HR
records and administration. She has served as a
member of the BNA Board of Directors 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, the publishing systems
steering committee, and the HURL market strategy group. 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.A. in English literature and history from the University of Wisconsin
and a B.S. in personnel and industrial relations from the University of
Maryland.
RICHARD H. CORNFIELD (51), publisher, BNA Books.
Cornfield joined BNA in 1974 as an editor for The
Family Law Reporter and was named managing editor of
photo of that service in 1980. Cornfield then served as legal
Richard H. services division product development manager and
Cornfield later as BNA corporate planning and development
manager. He held the positions of marketing manager
and business manager at BNA Books before being
appointed publisher there in 1991.
Cornfield has been a member of several task forces
over the years including the state laws information,
BNA's Chemical Regulation Reporter, and Buraff
Publications audit committees. He was appointed to
the BNA Communications Inc. Board of Directors in
1997. Cornfield holds a B.S. in business
administration and received his Juris Doctorate from
the Columbus School of Law, Catholic University of
America. He is a member of the District of Columbia
Bar.
<PAGE>(19)
CHRISTOPHER R. CURTIS (46), senior representative,
joined BNA as a district representative in Oklahoma
City in 1976. In 1977 he won the Rookie-of-the-Year
photo of Award and has qualified for the Distinguished Sales
Christopher R. Award twenty times. He has been a member of the top
Curtis ten sales performers five times and earned the
designation of Senior Representative in 1987.
Curtis was first elected to BNA's Board of Directors
in 1993 and has served three terms. He was a member
of the Nominating Committee in 1990 and 1995. Curtis
is currently a member of the Open Book Committee and
the coordinator of the Senior Sales Representatives
Program. He has worked with product management and
editorial in the design of labor, tax, legal, and
environmental services and was 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 and son
Andrew.
SANDRA C. DEGLER (58), vice chairman of the board and
president of Tax Management Inc., has been a member
of the Tax Management Board of Directors since 1981
photo of and the BNA Board of Directors since 1990. She has
Sandra C. also served on the boards for two other BNA
Degler subsidiaries.
Over her 31-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.
She has authored various books and articles on OSHA
and environmental issues.
She is vice chairman of the BNA Board of Directors and a member of the 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, and has served on the
Advisory Board of Queens College Center for the New American Workforce.
<PAGE>(20)
KATHLEEN D. GILL (51), 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 designated
Kathleen D. editor in chief in January 1997. She has been a
Gill 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 (later renamed Pension and Benefits
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.
DONNA M. IVES (43), was named director of Data
Administration in 1993, at the beginning of the
Publishing System Project (PSP/PS2000). She began her
photo of career at BNA in 1981 as a systems applications
Donna M. supervisor, hired to help with the implementation of
Ives the Atex system. One of her first projects was
overseeing the development of the first batch
pagination software program written for that system.
In 1985, she was named the composition manager,
managing a staff of more than 100 employees. During
this time she was involved in choosing and
implementing the Datalogics System. This system
allowed BNA to bring in-house all of the production
work involved in producing indexes and looseleaf
publications, and involved the first use of SGML at
BNA.
Ives was elected to The McArdle Printing Co., Inc.
Board of Directors this year. She has been involved in Open Book, Business
Process Re-engineering, the Editorial/Production Workflow Study, ER Audit, Print
Quality Review, Allocations, Job Evaluations, was a member of the 1994 and 1997
Guild Contract Negotiations Management Bargaining Team, has been involved in the
development of BNA's Managers in Training Program (MIT), and has served as an
instructor for this program.
Before coming to BNA, Ives worked at Computer Data Systems, Inc. (CDSI) for
seven years, concluding her career there as a senior account manager. There she
managed a production staff and had direct responsibility for selling typesetting
services. She also served as the account manager for her customers, which
included BNA, the Court of Claims, the U.S. Tax Court, Georgetown University,
George Washington University, Duke University, American University, U.S. Coast
Guard, and Defense Mapping. Beginning in 1974, Ives worked for a year at BNA
Research (BNAR) which was formed by BNA to bid on a contract to produce a
database and pagination system for the U.S. Patent Office. BNAR was sold to CDSI
in1975, and Ives was asked to become an employee of CDSI.
<PAGE>(21)
JACK JENC (55), chief operating officer of The
McArdle Printing Co., Inc., effective March 29, 1998,
began his career at BNA in 1981 as corporate
photo of controller. In 1990 he was appointed BNA treasurer, a
Jack Jenc position he held for the past eight years until March
of this year. He has served on various corporate
management committees and is currently a member of
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 a progressive career
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., internal audit manager, assistant controller, and
then controller for Peoples Drug Stores, Inc.; 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.
EILEEN Z. JOSEPH (50), executive editor, environment
and safety information division, began her 26 years
with BNA as an entry-level reporter on the staff of
photo of Occupational Safety & Health Reporter, ultimately
Eileen Z. becoming its senior editor. Appointed to management
Joseph 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.
Five years ago she was made coordinator of the inter-departmental group that
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, libraries
that are now available on the Web.
She served for four years as a member of the board of BNA Communications Inc.
Two years ago she was appointed to the executive committee of the Marketing and
Business Development Council of the Information Industry Association.
Joseph received a B.A. from George Washington University 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 serves on the President's Council of Tulane University, and the Parent
Council of Emory University, both groups that consult with these institutions
about education and technology.
<PAGE>(22)
GEORGE J. KORPHAGE (51), 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,
photo of he was in public accounting for three years before
George J. coming to BNA. He held several accounting and finance
Korphage 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 BNA Washington, 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.
GREGORY C. McCAFFERY (37), was named director of
marketing and product development in 1996, following
the merger of BNA's marketing and product development
photo of functions. Prior to the creation of the new division,
Gregory C. he served as director of new product development for
McCaffery two years, and as manager of the reference guide
development unit. He currently serves on the Board of
Directors of the Institute of Management and
Administration (IOMA), and served on the board of
Pike & Fischer, Inc. in 1996 and 1997. He 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). In 1996, 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 held 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.
<PAGE>(23)
FREDERICK A. SCHENCK (69), served as vice president
for personnel, Cunard Line, Ltd. until December 1992.
He served the company as a consultant until 1994.
photo of Over a 20-year span, he served in a number of
Frederick A. administrative and human resource- related positions
Schenck 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.
PAT SWORDS (52), was named vice president of sales
and marketing in February 1996. Swords has served on
the BNA Board of Directors since 1991, and was a
photo of member of the budget committee in 1994 and 1995. She
Pat Swords 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, a position she held until her 1996
appointment as vice president of sales and marketing.
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.
<PAGE>(24)
DANEIL W. TOOHEY (58), 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 is now
senior counsel to the law firm and senior vice
president and general counsel of the World Mortgage
Association.
He served a three-year term as general counsel to the
Greater Washington Area Board of Trade and a term on
its board. He has 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 (55), president of Sidlo, Inc.,
consults with information industry firms on product
development and marketing strategies. She has served
photo of on the boards of directors of Data Courier, Inc.;
Loene Trubkin Sedgwick Printout Systems Corporation; the
Information Industry 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.
ROBERT L. VELTE (50), vice president for strategic
development. 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
Robert L. in 1986. In 1994 Velte was elected president of BNA
Velte 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 the University of Maryland and The Wharton School. Bob
is a CPA and a veteran of the U.S. Navy.
<PAGE>(25)
PAUL N. WOJCIK (49), president and chief executive
officer. Wojcik was elected to BNA's Board of
Directors in 1989 and serves on the board's executive
photo of committee. He also serves as a member of the board of
Paul N. directors of BNA Communications Inc., BNA
Wojcik International Inc., IOMA, Pike and Fischer, 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, and publishing
systems steering 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
Theatre, a professional theatre in the Washington Area.
DEAN M. ZADAK (38), director, E-business information
solutions division (formerly the electronic commerce
unit - ECU) of the sales and marketing department.
photo of His responsibilities include directing the
Dean M. reorganized E-business unit, and two newly created
Zadak groups, the business development unit and the
national account program. He serves on the Board of
Directors of BNA Communications, Inc.
Zadak began his BNA career in 1984 as a district
representative in Chicago where he qualified for
Rookie of the Year and DSA in every year he was
eligible. He was promoted in 1991 to the home office
as assistant sales training manager, where he
developed a 3-day sales training program designed to
increase the productivity of new reps. In 1992 he
joined Tax Management as a product manager where he
developed the marketing program for, and contributed
to the design of, the Tax
Management Portfolio Series on CD-ROM and Tax Practice Series on Diskette. In
1993 he was appointed HR and business information services product manager where
he developed marketing initiatives for the launch of the Human Resource Library
on CD-ROM. In 1995 he was appointed electronic information product manager where
he initiated the sales and marketing efforts for BNA's World Wide Web & Lotus
Notes products. In 1996 he was appointed director, electronic commerce unit
where he managed the delivery, support, and sales and marketing efforts for
BNA's Web and Notes Services.
Prior to joining BNA, he was a national account executive with Federal Sign
Corp. Zadak is a graduate of Northern Illinois University with a bachelors of
science degree in finance. He and his wife, Kathleen, are active in their local
school district and spend much of their free time with their daughter and he
after-school activities.
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 AUDREY C. HIPKINS 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 21, 1998, AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL
18, 1998, OR ANY ADJOURNMENTS THEREOF. MY -------------------------------
SHARES ARE TO BE VOTED ONLY AS DESIGNATED Date
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 18, 1998
CLASS "A" BALLOT
BOARD OF DIRECTORS
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
Baer, Michael T. 1.__ Jenc, Jack* 9.__
Beltz, William A.* 2.__ Joseph, Eileen Z.* 10.__
Blanchard, Jacqueline M.* 3.__ Korphage, George J.* 11.__
Cornfield, Richard H. 4.__ McCaffery, Gregory C. 12.__
Curtis Christopher R.* 5.__ Swords, Pat * 13.__
Degler, Sandra C.* 6.__ Velte, Robert L.* 14.__
Gill, Kathleen D.* 7.__ Wojcik, Paul N.* 15.__
Ives, Donna M. 8.__ Zadak, Dean M. 16.__
OUTSIDE CANDIDATES
Schenck, Frederick A.* 17.__
Toohey, Daniel W.* 18.__
Trubkin, Loene * 19.__
* member of present Board
_______________________________________________________________________________
STOCKHOLDER PROPOSALS
INSTRUCTIONS:
The following proposals have been submitted by stockholders. Specify your
vote on each proposal by marking the appropriate box with an X. If no
choice is indicated, this proxy will be voted "Against" the proposals. THE
BOARD STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE "AGAINST" BOTH PROPOSALS.
PROPOSAL A: EXECUTIVE COMPENSATION
RESOLVED, that the shareholders of The Bureau of National __FOR
Affairs, Inc., recommend that the Board of Directors adopt
an executive compensation policy in which the cash and
non-cash compensation of the Chief Executive Officer shall __AGAINST
not increase at a greater rate than the average annual
percentage above base salary increases received by other
management employees of The Bureau of National Affairs, __ABSTAIN
Inc.
PROPOSAL B: NEWSPAPER GUILD REPRESENTATION ON THE BOARD OF DIRECTORS
RESOLVED, that the shareholders of The Bureau of National __FOR
Affairs, Inc., recommend that a member of the Washington-
Baltimore Newspaper Guild shall, beginning in April, 1999, __AGAINST
serve as a 13th stockholder member of The Bureau of
National Affairs, Inc., Board of Directors and be nominated __ABSTAIN
by the Guild.
_______________________________________________________________________________
BALLOT INSTRUCTIONS
To vote, you must:
* Complete and fold Ballot * Sign and Date Envelope
-------------
* Put it in Proxy Envelope * Seal Envelope
