FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended March 27, 1999
-----------------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities Exchange
Act of 1934
For the transition period to
----------------------- ------------------------------
Commission File Number: 2-28286
------------- -------------------------------------
The Bureau of National Affairs, Inc.
- --------------------------------------------------------------------------------
Exact name of registrant as specified in its charter
Delaware 53-0040540
- ------------------------------- -----------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1231 25th St., N.W. Washington, D.C. 20037
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(202)452-4200
- ----------------------------------------------------
(Registrant's telephone number, including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to the filing requirements for
the past 90 days. Yes ___X___ No ______
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 27, 1999 was 3,507,919 Class A common shares, 4,420,334 Class
B common shares, and 298,759 Class Common shares.
<PAGE>2
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE 12-WEEKS ENDED MARCH 27, 1999 and MARCH 28, 1998
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
----------------------------------
March 27, 1999 March 28, 1998
-------------- --------------
OPERATING REVENUES $ 61,202 $ 58,469
-------------- --------------
OPERATING EXPENSES:
Editorial, production, and distribution 33,930 32,663
Selling 13,571 13,309
General and administrative 9,536 8,488
Profit sharing 402 334
-------------- --------------
57,439 54,794
-------------- --------------
OPERATING PROFIT 3,763 3,675
-------------- --------------
NON-OPERATING INCOME:
Investment Income 1,805 1,948
Interest Expense (198) (209)
Other Expense (1) --
-------------- --------------
TOTAL NON-OPERATING INCOME 1,606 1,739
-------------- --------------
INCOME BEFORE PROVISION FOR INCOME TAXES 5,369 5,414
PROVISION FOR INCOME TAXES 1,716 1,821
-------------- --------------
NET INCOME 3,653 3,593
OTHER COMPREHENSIVE EXPENSE (697) (319)
-------------- --------------
COMPREHENSIVE INCOME $ 2,956 $ 3,274
============== ==============
EARNINGS PER SHARE $ .44 $ .42
============== ==============
WEIGHTED AVERAGE SHARES OUTSTANDING 8,221,504 8,464,592
============== ==============
<PAGE>3
- 3 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 27, 1999 AND DECEMBER 31, 1998
(Unaudited)
(In Thousands of Dollars)
March 27, December 31,
ASSETS 1999 1998
- -------------------------------------- ------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 33,295 $ 15,259
Short-term investments, at fair value 19,786 25,715
Receivables (net of allowance for
doubtful accounts of $1,560 in 1999
and $1,714 in 1998) 33,687 43,934
Inventories, at lower of average
cost or market 4,995 4,999
Prepaid expenses 4,743 3,447
Deferred selling expenses 21,386 21,586
------------ ------------
Total current assets 117,892 114,940
------------ ------------
MARKETABLE SECURITIES 108,021 104,838
------------ ------------
PROPERTY AND EQUIPMENT - at cost:
Land 4,250 4,250
Building and improvements 49,370 49,367
Furniture, fixtures and equipment 61,655 61,285
------------ ------------
115,275 114,902
Less-Accumulated depreciation 71,984 70,111
------------ ------------
Net property and equipment 43,291 44,791
------------ ------------
DEFERRED INCOME TAXES 26,249 25,019
------------ ------------
GOODWILL 28,496 28,702
------------ ------------
OTHER ASSETS 6,509 6,159
------------ ------------
Total assets $ 330,458 $ 324,449
============ ============
<PAGE>4
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 27, 1999 AND DECEMBER 31, 1998
(Unaudited)
(In Thousands of Dollars)
March 27, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
- ------------------------------------ ------------ ------------
CURRENT LIABILITIES:
Accounts payable $ 24,206 $ 18,300
Employee compensation and
benefits payable 14,379 15,079
Income taxes payable 3,030 522
Deferred income taxes 1,512 1,577
Deferred subscription revenue 127,000 127,592
------------ ------------
Total current liabilities 170,127 163,070
LONG TERM DEBT 14,000 14,000
POSTRETIREMENT BENEFITS, less current portion 70,831 69,230
OTHER LIABILITIES 3,906 4,128
------------ ------------
Total liabilities 258,864 250,428
------------ ------------
STOCKHOLDERS' EQUITY:
Capital stock, common, $1.00 par value-
Class A - Voting; Authorized 6,700,000
shares; issued 6,478,864 shares 6,479 6,479
Class B - Nonvoting; authorized 5,300,000
shares; issued 4,926,973 shares 4,927 4,927
Class C - Nonvoting; authorized 1,000,000
shares; issued 506,336 shares 506 506
Additional paid-in capital 40,519 39,782
Retained earnings 68,040 69,734
Treasury stock at cost - 3,685,161 shares
in 1999 and 3,684,109 in 1998 (51,191) (50,418)
Elements of comprehensive income:
Net unrealized gain on
marketable securities 2,393 3,081
Foreign currency translation adjustment (79) (70)
----------- ------------
Total stockholders' equity 71,594 74,021
----------- ------------
Total liabilities and stockholders' equity $ 330,458 $ 324,449
=========== ============
<PAGE>5
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 12-WEEKS ENDED MARCH 27, 1999 and MARCH 28, 1998
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
----------------------------------
March 27, 1999 March 28, 1998
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,653 $ 3,593
Items with different cash requirements
than reflected in net income--
Depreciation and amortization 2,537 2,409
(Gain) on sales of securities (97) (252)
Loss on disposals of assets 1 (11)
Others (146) (127)
Changes in operating assets and liabilities--
Receivables 10,401 7,444
Deferred subscription revenue (592) 1,723
Payables and accrued liabilities (1,875) (1,165)
Postretirement benefits 1,612 1,384
Deferred income taxes (920) (787)
Deferred selling expenses 200 895
Inventories 4 (123)
Other assets and liabilities--net 72 143
-------------- --------------
Net cash provided from operating activities 14,850 15,126
-------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Acquisition of a business
(net of $750 cash acquired) -- (17,648)
Purchase of equipment and furnishings (572) (555)
Building improvements (3) (56)
Proceeds from sales of publishing assets -- 11
-------------- --------------
Net cash used for capital expenditures (575) (18,248)
-------------- --------------
Securities investments
Proceeds from sales and maturities 13,400 12,448
Purchases (9,603) (12,717)
-------------- --------------
Net cash provided from (used for)
securities investments 3,797 (269)
-------------- --------------
Net cash provided from (used for)
investing activities 3,222 (18,517)
-------------- --------------
<PAGE>6
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 12-WEEKS ENDED MARCH 27, 1999 and MARCH 28, 1998
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
----------------------------------
March 27, 1999 March 28, 1998
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings $ -- $ 15,000
Sale of capital stock to employees 1,043 981
Purchases of treasury stock (1,079) (3,756)
-------------- --------------
Net cash provided from (used for)
financing activities (36) 12,225
-------------- --------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 18,036 8,834
CASH AND CASH EQUIVALENTS, beginning of period 15,259 19,421
--------------- --------------
CASH AND CASH EQUIVALENTS, end of period $ 33,295 $ 28,255
=============== ==============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Interest paid $ 203 $ 9
Income taxes paid 131 923
<PAGE>7
-7-
THE BUREAU OF NATIONAL AFFAIRS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 27, 1999
(UNAUDITED)
NOTE 1: General
The information in this report has not been audited. Results for the twelve
weeks are not necessarily representative of the year because of the seasonal
nature of activities. The financial information furnished herein reflects all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary to a fair statement of the results reported for
the periods shown and has been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
Notes contained in the 1998 Annual Report to security holders are hereby
incorporated by reference. Note disclosures which would substantially duplicate
those contained in the 1998 Annual Report to security holders have been omitted.
Certain prior year balances have been restated to conform to current year
presentation.
NOTE 2: Inventories
Inventories consisted of the following (in thousands):
March 27, December 31,
1999 1998
------------ ------------
Materials and supplies $ 3,261 $ 3,251
Work in process 509 460
Finished goods 1,225 1,288
------------ ------------
$ 4,995 $ 4,999
============ ============
NOTE 3: Stockholders' Equity
Treasury stock as of March 27, 1999 and December 31, 1998, respectively,
consisted of: Class A, 2,970,945 and 2,969,656 shares; Class B, 506,639 and
507,376 shares; and Class C, 207,577 and 207,077 shares.
NOTE 4: Segment Information
12 Weeks Ended
----------------------------------
3/27/99 3/28/98
------------ ------------
Revenues from External Customers:
Professional Publishing $ 56,596 $ 54,012
Printing 3,774 3,428
All Other 832 1,029
------------ ------------
Total $ 61,202 $ 58,469
============ ============
Intersegment Printing Revenues $ 3,525 $ 3,819
============ ============
<PAGE>8
-8-
NOTE 4: Segment Information, Continued
12 Weeks Ended
----------------------------------
3/27/99 3/28/98
------------ ------------
Operating Profit:
Professional Publishing $ 3,528 $ 2,991
Printing 363 752
All Other (128) (68)
------------ ------------
Total $ 3,763 $ 3,675
============ ============
PART I
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Position
It is presumed that users of this interim report have read or have access
to the audited financial statements and management's discussion and analysis
contained in the 1998 Annual Report to security holders, hereby incorporated by
reference. This interim report is intended to provide an update of the
disclosures contained in the 1998 Annual Report to security holders and,
accordingly, disclosures which would substantially duplicate those contained
therein have been omitted.
FORWARD-LOOKING STATEMENTS
This management discussion contains and incorporates by reference certain
statements that are not statements of historical fact but are forward-looking
statements. The use of such words as "believes" and "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof.
RESULTS OF OPERATIONS
Twelve weeks 1999 compared to twelve weeks 1998
BNA's financial performance continued to improve in 1999's first quarter.
Revenues, operating profit, net income, and earnings per share all registered
modest growth compared to 1998's first quarter results.
Consolidated revenues of $61.2 million were up 4.7 percent over the prior
year, reflecting increases in both of BNA's major operating segments. Operating
expenses increased 4.8 percent. The operating profit rose 2.4 percent to $3.8
million due to improved results by the Professional Publishing operating
segment. Net income was $3.7 million for the first quarter, a modest 1.7 percent
increase over 1998. However, earnings per share of $.44 were up 4.8 percent,
reflecting higher net income and fewer outstanding shares.
<PAGE>9
-9-
Professional Publishing revenues rose 4.8 percent over the prior year's
quarter. IOMA grew its revenues over 20 percent due to aggressive product
development. Tax Management revenues rose nearly 10 percent as a result of
strong new subscription and Software sales. Parent revenues were up just 1.2
percent due to lower than anticipated new subscription sales, and lower Books
sales this year compared to last year's strong first quarter. Publishing
operating expenses were up 4.0 percent, mainly due to higher salaries and
benefits, royalties, and outside services. Operating expenses also continue to
reflect expenditures for Y2K remediation projects. Operating profit for the
Publishing segment increased 18 percent for the first quarter.
Printing segment total revenues were up 0.7 percent over 1998, reflecting a
10.1 percent increase in revenues from external customers, but a 7.7 percent
decline in intersegment revenues. Sales to external customers have increased due
to increased business from existing customers and to the addition of new
customers. Intersegment revenues are expected to continue to decline as
Publishing segment subscribers migrate from print to electronic products.
Operating expenses were up 6.8 percent due to higher selling expenses and higher
operating expenses related to increased printing capacity. Operating profit
declined to $363,000 compared to $752,000 achieved in last year's strong first
quarter.
Non-operating income was $133,000 lower in 1999 due to lower gains on sales
of securities. Comprehensive income, which combines net income with changes in
unrealized gains and losses on investment securities, was lower due to less
unrealized holding gains.
Year 2000 Readiness
The Year 2000 (Y2K) readiness issue concerns the inability of older
computer programs to properly recognize a date using "00" for the applicable
year as the year 2000 rather than the year 1900. This could result in
miscalculations, system failures, or other business disruptions. The Company has
projects underway to address Y2K readiness of its products and internal systems,
and with material third parties.
The Company has inventoried and assessed all major categories of
information technology systems (i.e. electronic products and publishing and
business systems) and non-information technology systems (i.e., equipment with
embedded microprocessors such as elevators, phones and copiers) in use by the
Company. With respect to its information technology systems, the Company has
been replacing its business and publishing systems for the last several years.
The various business systems are either in the process of being renovated
(replaced or remediated through code changes) or have completed renovation and
are in the Y2K validation-testing phase. Most of the publishing systems have
been renovated and are in the validation phase. In addition, the Company has
many products that are delivered in an electronic format, such as CD-ROM,
diskette, e-mail, or via the Web, representing over one-third of consolidated
revenues. The Company believes that its products, and the third-party software
used to create, use, and/or deliver those products, are Y2K ready, and is
currently devising plans to validate each product. With respect to its
non-information technology systems, the Company is in the validation-testing
phase. Validation of all areas as to the integrity of the Company's Y2K
readiness is expected to be completed by late 1999. The Company expects to
<PAGE>10
-10-
have all products and all internal mission-critical information technology and
non-information technology systems Y2K ready by late 1999.
The Company has had discussions with its key suppliers, including financial
institutions and other data interface sources, to assess the potential impact on
the Company's operations if those third parties fail to become Y2K compliant in
a timely manner. Risk assessments, action steps and contingency plans related to
significant third party relationships are in process and are to be completed by
late 1999.
Based on updated estimates, the cost in 1999 to replace business systems
with Y2K ready systems, and for testing to ensure that the publishing systems
and products are also ready, is expected to be $2.4 million. Of this amount, an
estimated $1.5 million for software will be capitalized. The cost to remediate
other business systems is expected to be $3.3 million.
The Company's readiness projects also include the development of
contingency plans to protect its business and operations from Y2K-related
interruptions. These plans are in process and should be complete by September
1999 and, by way of examples, may include back-up procedures, identification of
alternate suppliers, where practical, and increases in inventory levels. Based
upon the Company's current assessment of its non-information technology systems,
the Company does not believe it necessary to develop an extensive contingency
plan for those systems. There can be no assurances, however, that all of the
Company's contingency plans will be sufficient to handle all problems or issues
that may arise.
The Company believes that it is taking reasonable steps to identify and
address those matters that could cause serious interruptions in its business and
operations due to Y2K issues. However, delays in the implementation of new
systems, a failure to fully identify all computations which are year dependent
in the Company's systems or in the systems of its material suppliers, a failure
of such suppliers to adequately address their respective Y2K issues, or a
failure of a contingency plan, could have a material adverse effect on the
Company's business, financial condition and results of its operations. The
Company believes the most reasonably likely worst case scenario may be that the
failure of a supplier, including an energy supplier, to be Y2K ready could lead
to the temporary disruption in the production of some of the Company's products,
resulting in lost revenues and profits.
FINANCIAL POSITION
Cash provided from operating activities was $14.9 million in the first
twelve weeks of 1999, compared to $15.1 million for the first twelve weeks of
1998. Customer receipts increased 6.7 percent and operating expenditures
increased 9.2 percent from 1998. Cash provided from investing activities netted
to $3.2 million, reflecting $0.6 million in capital expenditures and a $3.8
million transfer of investments to cash equivalents. During the quarter,
repurchases of capital stock essentially equaled sales of Class A stock to
employees.
With over $161 million in cash and investment portfolios, the financial
position and liquidity of the Company remains very strong.
<PAGE>11
-11-
PART II
Item 1 Legal Proceedings
There were no material legal proceedings during the first twelve weeks
of 1999.
Item 2 Change in Securities
There were no changes in securities.
Item 3 Defaults upon Senior Securities
There were no defaults upon senior securities.
Item 4 Submission of Matters to a Vote of Securities Holders
The annual meeting for stockholders' was held April 17, 1999. A proxy
statement pursuant to Rule 14a was distributed to all stockholders in connection
with this meeting.
Results of the election of directors are included in the attached
letter to stockholders dated April 19, 1999.
Item 5 Other Information
No other information is presented herein.
Item 6 Exhibits and Reports on Form 8-K
No reports were filed on Form 8-K during the quarter ended March 27,
1999.
<PAGE>12
-12-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Bureau of National Affairs, Inc.
------------------------------------
Registrant
May 10, 1999 s\ Paul N. Wojcik
- ---------------- -------------------------------------
Date Paul N. Wojcik
President and Chief Executive Officer
May 10, 1999 s\ George J. Korphage
- ---------------- ------------------------------------------
Date George J. Korphage
Vice President and Chief Financial Officer
<PAGE>13
THE BUREAU OF NATIONAL AFFAIRS, INC.
CYNTHIA J. BOLBACH 202-452-4580
CORPORATE SECRETARY Fax:202-452-4226
E-mail:[email protected]
April 19, 1999
Dear BNA Stockholder:
At the annual meeting of stockholders held April 17, 1999, the following
individuals were elected as members of the Corporation's Board of Directors for
the ensuing year: William A. Beltz, Richard H. Cornfield, Sandra C. Degler,
Kathleen D. Gill, Jack Jenc, Eileen Z. Joseph, George J. Korphage, Gregory C.
McCaffery, Frederick A. Schenck, Pat Swords, Daniel W. Toohey, Loene Trubkin,
Robert L. Velte, Paul N. Wojcik, and Dean M. Zadak. The "surviving spouse"
proposal submitted by the Board of Directors was adopted, and the proposal
submitted by shareholders regarding Newspaper Guild representation on the Board
of Directors was defeated.
The following table provides pertinent statistical data on the election for
directors and on the voting on the proposals. As of the record date of March 27,
1999, there were 3,507,919 shares outstanding. The total number of shares voted
was 2,927,118.
ELECTION OF DIRECTORS
Stockholder Candidates
----------------------
Name Shares Voted For
- -------------------- ------------------
Paul N. Wojcik 1,924,831
George J. Korphage 1,917,790
William A. Beltz 1,752,140
Sandra C. Degler 1,700,504
Gregory C. McCaffery 1,629,042
Pat Swords 1,393,365
Richard H. Cornfield 1,384,189
Eileen Z. Joseph 1,269,005
Jack Jenc 1,263,819
Robert L. Velte 1,218,316
Dean M. Zadak 1,164,121
Kathleen D. Gill 1,157,693
David P. McFarland 1,110,190
Eunice L. Bumgardner 1,101,676
Jacqueline M. Blanchard 1,040,912
G. Christopher Cosby 912,856
Nonstockholder Candidates
-------------------------
Loene Trubkin 1,407,137
Daniel W. Toohey 1,249,291
Frederick A. Schenck 1,237,832
<PAGE>14
PROPOSALS
---------
Proposal A: Board of Directors Proposal on the "Surviving Spouse" Policy
Shares Voted For 2,209,300
Shares Voted Against 595,395
Shares Abstaining 114,953
Proposal B: Shareholder Proposal Concerning Newspaper Guild Representation on
the Board of Directors
Shares Voted For 681,030
Shares Voted Against 2,164,924
Shares Abstaining 78,229
As is his custom at each annual meeting of stockholders, Mr. William A.
Beltz, Chairman of the Board, reported on acquisition inquiries from other
corporations. He reported that one inquiry had been received during 1998, from
Berkery, Noyes & Co., an investment broker. That inquiry was referred to the
full Board of Directors, and the Board instructed him to respond that the
company is employee-owned and is not for sale.
Mr. Beltz also announced the recipient of the 1999 David Lawrence Memorial
Scholarship: Eva Macaulay Umoh, daughter of Macaulay Umoh, who works in the
Internal Composition Section of the Production Department.
At the meeting of the Board of Directors held immediately after the
stockholders' meeting, the following officers were elected: William A. Beltz,
Chairman of the Board; Sandra C. Degler, Vice Chairman of the Board; Paul N.
Wojcik, President and Chief Executive Officer; Jacqueline M. Blanchard, Vice
President for Human Resources; Eunice L. Bumgardner, Vice President and General
Counsel; Kathleen D. Gill, Vice President and Editor in Chief; Daniel C. Horsey,
Vice President and Chief Technology Officer; George J. Korphage, Vice President
for Accounting & Finance and Chief Financial Officer; Pat Swords, Vice President
for Sales and Marketing; Robert L. Velte, Vice President for Strategic
Development; Cynthia J. Bolbach, Corporate Secretary; Gilbert S. Lavine,
Treasurer; and Paul A. Blakely, Assistant Treasurer.
<PAGE>15
The following persons were elected to serve on the Board's standing
committees for the ensuing term:
Audit Committee: Daniel W. Toohey, chair; Frederick A. Schenck and
Loene Trubkin.
Budget Committee: George J. Korphage, chair; William A. Beltz, Richard
H. Cornfield, Sandra C. Degler, and Robert L. Velte.
Corporate Investment Committee: George J. Korphage, chair; William A.
Beltz, Sandra C. Degler, and Paul N. Wojcik.
Executive Compensation Committee: Frederick A. Schenck, chair; Daniel
W. Toohey and Loene Trubkin.
Executive Committee: William A. Beltz, chair; Sandra C. Degler,
Kathleen D. Gill, George J. Korphage, and Paul N. Wojcik.
Retirement Trust Investment Committee: George J. Korphage, chair;
William A. Beltz, Sandra C. Degler, and Paul N. Wojcik.
Retirement Plan Administrative Committee: Diane L. Harris, chair; Paul
A. Blakely, G. Christopher Cosby, Anthony A. Harris, Kenneth May, and
David A. Sayre.
Stock Fund Trust Administrative Committee: G. Christopher Cosby,
chair; Gilbert S. Lavine, Paul A. Blakely, and LaVonya D. Echols.
VEBA Administrative Committee: Paul A. Blakely, chair; G. Christopher
Cosby and Kathleen Muller.
VEBA Investment Committee: George J. Korphage, chair; William A.
Beltz, Sandra C. Degler, and Paul N. Wojcik.
The Board also adopted the following resolution reaffirming the commitment
to employee ownership:
RESOLVED, that the Board of Directors fully endorses and reaffirms the
first corporate objective, which is "to continue ownership by employees
only and to encourage the widest possible participation because our
experience demonstrates the success of employee ownership in encouraging
excellent team performance, in providing a fair distribution of rewards for
that performance, and in supplying a brake on unhealthy forms of growth,"
and FURTHER RESOLVED, that the Chairman of the Board and/or the President
of the Corporation is hereby directed to refer all inquiries concerning the
availability of the Corporation for acquisition to the full Board of
Directors for appropriate consideration and response in light of that
corporate objective.
Finally, any stockholder proposal intended to be presented at the 2000
annual meeting, and to be included in BNA's proxy statement relating to that
meeting, must be received by me on or before November 29, 1999.
Cordially,
s\ Cynthia J. Bolbach
---------------------
Cynthia J. Bolbach
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary information extracted from The Bureau of National
Affairs, Inc. consolidated balance sheet and consolidated statement of income
for the period ended March 27, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-27-1999
<CASH> 33,295
<SECURITIES> 19,786
<RECEIVABLES> 35,247
<ALLOWANCES> 1,560
<INVENTORY> 4,995
<CURRENT-ASSETS> 117,892
<PP&E> 115,275
<DEPRECIATION> 71,984
<TOTAL-ASSETS> 330,458
<CURRENT-LIABILITIES> 170,127
<BONDS> 14,000
0
0
<COMMON> 11,912
<OTHER-SE> 59,682
<TOTAL-LIABILITY-AND-EQUITY> 330,458
<SALES> 61,202
<TOTAL-REVENUES> 61,202
<CGS> 33,930
<TOTAL-COSTS> 33,930
<OTHER-EXPENSES> 3,763
<LOSS-PROVISION> 113
<INTEREST-EXPENSE> 198
<INCOME-PRETAX> 5,369
<INCOME-TAX> 1,716
<INCOME-CONTINUING> 3,653
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,653
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
</TABLE>
