<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:
(X) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) 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:
- -------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- --------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid
- --------------------------------------------------------------------------------
( ) 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)
NOT A PROXY SOLICITATION
PRELIMINARY -- SUBJECT TO CHANGE
March 26, 1999
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 17, 1999, at 10:00 a.m., at the Park Hyatt Hotel, 1201
24th St., N.W., Washington, D.C., to elect the 15 members of the Board of
Directors, to vote on and a resolution proposed by the Board of Directors, and a
resolution 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, 1998, 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 by the Stock Fund
Trustee of the BNA 401(k) 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 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 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. If you mail your
ballot to KPMG, please do so no later than April 10, to ensure that the ballots
are received in time to be counted.
Cordially,
s/Cynthia J. Bolbach
--------------------
Cynthia J. Bolbach
Enclosures
<PAGE>(3)
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 17, 1999
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 Board of Directors and 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 17, 1999, 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 26, 1999. An annual report, including financial statements for the year
ended December 31, 1998, 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 27, 1999, are entitled to vote at
the meeting or any adjournment thereof. On such date, there were ----------
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. IF YOU MAIL YOUR BALLOT, PLEASE DO SO BY
APRIL 10, 1999. 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,
including those Class A shares held in the stockholder's name by the Stock Fund
Trustee of the BNA 401(k) Plan, will be voted in accordance with the directions
indicated on the ballot portion of the proxy. If the ballot portion of the proxy
is not returned for shares held by the Stock Fund Trustee, the Trustee will
assume that the instructions as to those shares are to cast no vote. A plurality
of the votes cast is required for the election of directors, as discussed below.
The proposals presented by the Board of Directors and by stockholders (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. For further information concerning voting,
see section IX, Voting Procedures.
<PAGE>(4)
I. ELECTION OF DIRECTORS
Fifteen directors of the Corporation are to be elected at the 1999 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 for the
election of directors, 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, 1999, and % of
Name and, if outstanding shares of
applicable, year Offices with the class (All shares are
first served as Corporation or Class A except as
a Director Age its subsidiaries indicated)
- ------------------ ---- ----------------- -----------------------
* William A. Beltz 69 Chairman of the Board 63,500 Class B
1967 1.44
* Jacqueline M. Blanchard 49 Vice President for 24,260 0.69
1993 Human Resources
Eunice Lin Bumgardner 38 Vice President and 5,359 0.15
General Counsel
* Richard H. Cornfield 52 Publisher, BNA Books; 4,922 0.14
Executive Editor, Legal
Information Services
G. Christopher Cosby 38 Assistant Managing Editor 3,414 0.10
Editor - Federal Taxation,
Tax Management Inc.
* Sandra C. Degler 59 Vice Chairman of the 58,357 Class A
1990 Board; President, Tax 1.66
Management Inc. 60,209 Class B
1.36 (a)
* Kathleen D. Gill 52 Vice President and 26,510 0.76
1986 Editor in Chief
<PAGE>(5)
Shares of common stock
beneficially owned on
March 1, 1999, and % of
Name and, if outstanding shares of
applicable, year Offices with the class (All shares are
first served as Corporation or Class A except as
a Director Age its subsidiaries indicated)
- ---------------- ---- ----------------- -----------------------
* Jack Jenc 56 President, The
1995 McArdle Printing Co. 26,042 0.74
* Eileen Z. Joseph 51 Executive Editor, 5,313 0.15
1995 Environment and Safety
Services
* George J. Korphage 52 Vice President and 43,119 1.23
1988 Chief Financial Officer
* Gregory C. McCaffery 38 Director, Marketing and 7,737 0.22
1997 Product Development
David P. McFarland 44 Vice President, Tax 4,221 0.12
Management Inc.
General Manager,
BNA Software
* Pat Swords 53 Vice President for 28,994 0.83
1991 Sales and Marketing
* Robert L. Velte 51 Vice President for 6,392 0.18
1996 Strategic Development
* Paul N. Wojcik 50 President and 22,290 0.63
1989 Chief Executive Officer
Dean M. Zadak 39 Director, E-Business and 2,934 0.08
National Sales
Stock Ownership of Nominees for Three "Outside" Directors
Shares of common stock
beneficially owned on
March 1, 1999, and % of
Name and, if outstanding shares of
applicable, year Offices with the class (All shares are
first served as Corporation of Class A except as
a Director Age its subsidiaries indicated)
- ----------------- ---- ---------------- -----------------------
* Frederick A. Schenck 70 Consultant -0-
1991
* Daniel W. Toohey 59 Senior Counsel -0-
1991 Dow, Lohnes & Albertson
* Loene Trubkin 56 Consultant -0-
1985
* Member of Present Board
<PAGE>(6)
(a) Mrs. Degler's shares include 60,209 Class B shares, owned by her
spouse. These shares may be deemed to be beneficially owned by such
nominee under the rules and regulations of the Securities and Exchange
Commission. The nominee, however, disclaims beneficial ownership of the
BNA shares owned by her spouse.
As of March 1, 1999, all directors and executive officers as a group
beneficially owned 274,617, shares of Class A common stock, or 7.83 percent of
the outstanding Class A shares, and 123,709 shares of Class B common stock, or
2.80 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, 1999, ------------ shares of Class B common stock and
- --------- shares of Class C common stock were outstanding.
Compliance with Section 16(a) of the Securities Exchange Act of 1934. Based
on a review of Statements of Beneficial Ownership of Securities on Forms 3,
Forms 4, and Forms 5 (and any amendments thereto), no director, officer, or any
other person subject to Section 16 of the Securities Exchange Act of 1934 failed
to file any of the above Forms on a timely basis.
II. INFORMATION CONCERNING BOARD AND COMMITTEE MEETINGS
The Board of Directors met 11 times during 1998. 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
1998, 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 1998, the Executive Committee met seven
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 1998, 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 1999 election of directors were Robert L. Velte,
Chair, Richard H. Cornfield, Gregory C. McCaffery, Mack A. Paschal, and Virginia
A. Shew. 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 RESOLUTION SUBMITTED BY THE BOARD OF DIRECTORS
The Company's Board of Directors hereby submits to the Company's
Class A stockholders the following proposed resolution:
RESOLVED, that the stockholders recommend that the policy adopted by
the Board of Directors in 1982, known as the "surviving spouse
policy," which specifies that the Corporation will not exercise its
right to redeem Class B common stock from the surviving spouse of a
retired officer or employee until one year after the death of such
surviving spouse, be amended to specify that such policy will, as of
September 25, 1999, apply only to the number of shares owned as of
that date, and that any increases in stock holdings above that number
after that date will be subject to the redemption provisions as set
out in Article IV, Section 1A, Paragraph 9 of the Articles of
Incorporation and Section IX, Paragraph 8 of the By-Laws.
The Board of Directors recommends that stockholders vote FOR this
proposal, which would eliminate the surviving spouse policy prospectively.
The current surviving spouse policy allows the surviving spouse of a
Class B stockholder to hold the stock for his or her lifetime, rather than
requiring redemption within the time limits established by the By-Laws.
Under this proposed resolution, the surviving spouse policy would still
apply to the number of shares owned by any stockholder as of September 25,
1999; it would not apply to any increases in stock holdings above that
number after that date.
The "surviving spouse" policy was adopted by the Board in 1982.
Although the Board has the authority to rescind or amend this policy, the
Board believes that any change to the policy should occur by vote of the
Class A stockholders.
The Board recommends that the resolution be adopted for the following
reasons:
o Employee ownership is the principle under which BNA was founded and by
which it has thrived. Ownership of stock by persons other than
employees or retired employees weakens this principle, and for that
reason the Board believes the surviving spouse policy should be
eliminated prospectively.
o A second consideration in favor of amending the surviving spouse
policy is basic fairness. Allowing only the surviving spouses of
deceased retirees to hold the stock for their lifetimes grants a
benefit only to Class B stockholders, and only to one segment of Class
B stockholders. Class B stockholders who are not married at the time of
their death do not have the benefit of this policy. Nor do any Class A
stockholders; the surviving spouse of a deceased Class A stockholder
cannot hold BNA stock for his or her lifetime, but rather must redeem
it within eight years of the stockholder's death.
<PAGE>(8)
o Related to basic fairness is the incremental cost to BNA and its
stockholders of keeping the surviving spouse policy in place. The
policy imposes a cost to the company because it must continue to pay
dividends on stock held by spouses beyond the holding period specified
in the By-Laws, and because it must pay a higher appreciated price when
the stock is ultimately repurchased. The policy is costly to the
majority of stockholders because the additional outstanding shares
reduce earnings per share, an important measure in the Board's
determination of stock price and dividend. Those stockholders who
benefit from the policy do so at the expense of the majority who do
not.
Approval of this resolution would eliminate the surviving spouse policy
prospectively, gradually, and fairly. This resolution, if enacted, would not
affect any stock owned by current retirees. For current Class A stockholders, it
would mean that the number of shares held as of September 25, 1999, would be
covered by the surviving spouse policy, upon their retirement and conversion of
their Class A shares to Class B; any increase above that number of shares after
September 25, 1999, would not be covered.
Approval of this resolution would set BNA on a course toward returning to
the stock redemption timetable called for in the Articles of Incorporation and
By-Laws. This timetable, which allows a deceased Class B stockholder's heir or
beneficiary to hold the stock for either eight years from the date of the
stockholder's retirement, or one year from the date of death, whichever is
longer, is in line with the eight-year holding period granted to the heirs or
beneficiaries of Class A stock.
For these reasons, the Board believes this recommendation is in the best
interests of the Corporation and strongly recommends that you vote FOR 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. PROPOSED RESOLUTION SUBMITTED BY SHAREHOLDERS
The following resolution is submitted by Class A shareholders Carol
Oberdorfer, Michelle Amber, Elizabeth Walpole Hofmeister, G. Reza Namdar,
Kenneth May, Neiyana Chotikul, and Gerald B. Silverman:
RESOLVED, that the shareholders of The Bureau of National Affairs,
Inc., recommend that a member of the Washington-Baltimore Newspaper
Guild BNA Unit shall, beginning in April 2000, 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 50 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 nonmanagement employees,
"[t]he Washington-Baltimore Newspaper Guild has been the certified bargaining
representative for most of BNA's nonsupervisory 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.
Reserving a seat on the Board for a Guild member would prove no more
"preferential" than the current practice of reserving three seats for outside
directors. Although Guild and bargaining unit members are technically allowed to
run for Board membership under the current system, no rank and file BNA employee
has ever served on the Board at BNA.
In contrast, most other majority employee-owned firms which are unionized
have union representation on their boards. BNA needs a balanced board in which
each member brings special, relevant knowledge to bear. Having a union member on
the BNA Board will accomplish that.
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.
Shareholders have the right to determine freely who will govern their
company. They also have the right to expect that each director they place in
office will vote --on any matter presented to the Board - solely in the best
interests of the company and all of its shareholders. The creation of a new
board seat dedicated to serving the interests of a BNA workforce segment made up
of both shareholders and nonshareholders flies in the face of those rights and
would give nonshareholders rights that are exclusively those of the company's
owner/shareholders.
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.
V. 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, 1998.
<PAGE>(10)
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and -------------------------
Principal Position Year Salary (a) Bonus (b)
- --------------------------------------------------------------------------------
Paul N. Wojcik
President and 1998 $ 390,865 $ 15,338
Chief Executive Officer 1997 (c) $ 389,423 $ 8,548
1996 $ 247,308 $ 14,211
Kathleen D. Gill
Vice President and 1998 $ 204,108 $ 8,104
Editor-in-chief 1997 $ 202,508 $ 4,855
1996 $ 185,554 $ 4,100
George J. Korphage
Vice President and 1998 $ 195,346 $ 7,615
Chief Financial Officer 1997 $ 184,000 $ 4,405
1996 $ 170,115 $ 2,844
Pat Swords
Vice President and 1998 $ 191,288 $ 8,086
Director of Sales and 1997 $ 180,577 $ 9,337
Marketing 1996 $ 156,231 $ 11,832
Robert L. Velte
Vice President for 1998 $ 173,365 $ 6,816
Strategic Development 1997 $ 168,654 $ 4,008
1996 $ 153,546 $ 2,556
(a) Based upon 25.5 pay periods in 1998, 27 pay periods in 1997 and 26 pay
periods in 1996.
(b) Cash profit sharing, sales incentive bonuses, plus any payments from the
Corporation's bonus pool.
(c) For 1996 Mr. Wojcik was president and chief operating officer. He was
elected chief executive officer effective January 1, 1997.
<PAGE>(11)
B. Compensation Committee Interlocks and Insider Participation. During
1998, 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 1998, 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 (CEO). 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
nonstockholder 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 CEO, 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 CEO, is
the same as that applicable to the Corporation's management employees generally.
The merit increase "pool" of 4 percent in 1998 was the same for executive
officers as for other management employees.
The compensation of executive officers during 1998, 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 CEO, nor
does any executive officer, or the CEO, 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 1998 was recommended by
the Executive Compensation Committee and approved by the Board of Directors on
December 11, 1997. 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 nonfinancial. In 1998, 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 1997, 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 expanded 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
1998 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 1997.
During 1998, the committee developed objectives with the CEO that will serve as
the basis for determining compensation for 1999.
The recommendation for the CEO's 1998 compensation was based in part upon
the CEO's performance during 1997, in part upon the company's financial
performance in 1997 and its progress toward meeting projected five-year
financial goals, and in part upon the committee's consideration of an
appropriate base salary for the Corporation's CEO, 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 monitoring Year 2000 compliance efforts, continuing
the development of the market strategy groups, and integrating IOMA into BNA's
corporate family. 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 March 12, 1998. After
full discussion, the board approved the 1998 compensation 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--
12/31/93 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/94 111.71 101.32 95.80
FYE 12/31/95 130.44 139.40 118.00
FYE 12/31/96 147.57 171.43 136.60
FYE 12/31/97 168.62 228.60 201.30
FYE 12/31/98 199.50 293.91 214.00
The above graph compares the performance of the company's common stock of
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, 1993, 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
1998, 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 Mr. Toohey,
and the Executive Compensation Committee, chaired by Mr. Schenck. Total amounts
paid to Mr. Schenck, Mr. Toohey, Ms. Trubkin, for director's and committee fees
were $27,500 each.
The outside directors also receive supplemental compensation 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. Because the supplemental
compensation formula is based upon financial measures which influence BNA share
price and dividend decisions, the board believes that this compensation aligns
the total compensation of the outside directors to the interests of
shareholders. Supplemental compensation earnings paid in 1998 were: Mr. Schenck,
$11,143, Mr. Toohey, $11,650; and Ms. Trubkin, $11,143.
Mr. Beltz was paid $120,000 during 1998 for his services as a consultant
and as Chairman of the Board, Chairman of the Executive Committee, member of the
Budget Committee, Corporate Investment Committee, Retirement Plan Investment
Committee, VEBA Investment Committee, and member of the boards of directors of
the McArdle Printing Co., Inc., and BNA International Inc.
VI. 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: Ms.
Gill, 28; Mr. Korphage, 25; Ms. Swords, 20; Mr. Velte, 21 and Mr. Wojcik, 25.
VII. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1997, 1998, and the
current year are KPMG 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.
VIII. VOTING PROCEDURES
Enclosed is a ballot and proxy form/envelope to be used in voting for
directors and on the two proposals. Instructions for the use of the ballot
appear on the ballot.
Please note that the ballot lists the number of shares you own directly, as
well as the number of shares held in your name by the Stock Fund Trustee of the
BNA 401(k) Plan. Technically, because shares in the BNA 401(k) Plan are held by
the Stock Fund Trustee in the names of the participants in that Plan, the
Trustee votes those shares. Practically, returning the ballot portion of the
proxy, you instruct the Trustee as to how the shares held in your name are
voted, just as you instruct the holders of the proxy to vote the shares held
directly by you. The ballots are opened and counted by KPMG LLP, which will
inform the Stock Fund Trustee as to the number of shares voted in the 401(k)
Plan. The Trustee will assume that failure to return the ballot portion of the
proxy for shares held in the 401(k) Plan constitutes instructions that those
shares not be voted. Thus, completion and return of the ballot portion of the
proxy will effectively vote shares held in the BNA 401(k) Plan as well as shares
acquired through the Stock Purchase and Transfer Plan. If you return your
ballot, but do not vote "for", "against", or "abstain" on either or both of the
proposals, the proxy will be voted as follows: on the Board of Directors
proposal, the proxy will be voted "for" the proposal; on the shareholders'
proposal, the proxy will be voted "against" the proposal. If you return your
ballot, but do not vote for the election of directors, you will be deemed to
have withheld authority to vote for any nominees.
<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 Donald A. Masters 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, and on the
Board of Directors and stockholder proposals, will be tallied by KPMG LLP,
certified public accountants, Washington, D.C. Immediately after the tallying
and certification of the vote by the judges, KPMG will seal and store the
ballots.
Announcement of the vote for directors, and of the vote on the Board of
Directors and 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.
IX. 2000 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
2000 Annual Meeting must be received by the Corporation no later than November
29, 1999. Such proposals should be directed to the Secretary of the Corporation
at its principal office in Washington, D.C.
X. 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
Board of Directors and 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 26, 1999
<PAGE>(17)
BIOGRAPHICAL SKETCHES OF NOMINEES
Photo of William A. Beltz (69), chairman of the board, joined
William A. Beltz 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
board's budget committee. He became a director of
Fisher-Stevens, Inc., in 1978, a member of the Tax
Management Inc. board in 1979, a director of BNA
Communications Inc. in 1980, and a director of BNA
International Inc. in 1982. 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.
Photo of Jacqueline M. Blanchard (49), has served as BNA's
Jacqueline M. vice president for human resources since 1994.
Blanchard Blanchard began her BNA career in 1984 as a labor
relations specialist. She was appointed director of
labor relations in 1987, and director of labor and
employee relations in 1991. She has served as a
member of the BNA Board of Directors since April
1993. She is past chair of board's deferred stock
purchase plan administrative committee.
Blanchard has served on a number of internal task
forces and committees over the years, including the CBNC audit committee, joint
health care committee, and facility planning steering committee. She is
currently a member of BNA's management committee and the publishing systems
steering committee.
Blanchard is a member of several professional associations, and currently serves
on the human resources advisory board of the American Management Association
("AMA"), the 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.
<PAGE>(18)
Photo of Eunice Lin Bumgardner (38), vice president and
Eunice Lin general counsel, joined BNA in 1994 as associate
Bumgardner general counsel. She was appointed general counsel in
1995 and elected vice president in 1996. Bumgardner
currently serves on the management committee and
insurance oversight committee and has served on the
retirement plan committee and 1997 collective
bargaining team (management). She also has served on
the BNA Washington Board of Directors since 1996. As
BNA's 1998 United Way chairman, Bumgardner organized
a campaign that raised over $100,000 for D.C.
metropolitan charities.
Prior to coming to BNA, Bumgardner was a senior associate with the New
York-based law firm of LeBoeuf, Lamb, Greene & MacRae, where she worked in
several practice areas including employment/labor, general corporate and
employee benefits/ERISA. She also was active in the firm's recruiting program.
She began her professional legal career with Smith, Heenan & Althen, where she
maintained a broad corporate practice. Bumgardner also has worked as a research
assistant to Professor Paul Rothstein (Georgetown University Law Center), a
summer associate at Lillick, McHose & Charles, and as a law clerk for
Neighborhood Legal Services Corporation in Anacostia. She is the author of
several publications including a Tax Management Portfolio.
Bumgardner grew up in Silver Spring, Maryland. She graduated from Emory
University, Atlanta, Georgia, with a business degree in Finance, and received
her law degree from Georgetown University in Washington, D.C. She is admitted to
practice in Maryland and D.C. and is an active member of the American Corporate
Counsel Association.
Photo of Richard H. Cornfield (52), executive editor, legal
Richard H information services, and director, BNA Books.
Cornfield Cornfield joined BNA in 1974 as an editor for The
Family Law Reporter and was named managing editor of
that service in 1980. Cornfield then served as legal
services division product development manager and
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. He was made
executive editor of legal information services
earlier this year.
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 J. D. from the Columbus School of Law, Catholic University of
America. He is a member of the District of Columbia Bar.
<PAGE>(19)
Photo of G. G. Christopher Cosby (38), assistant managing
Christopher Cosby editor-federal taxation, Tax Management Inc. Chris
began his current position in July 1998. Previously,
he was managing editor of BNA's Compensation and
Benefits Library on CD (CBCD) and Employee Benefits
Library on CD (EBCD). Chris began his BNA career in
March 1989 as a tax law analyst at Tax Management.
After working at Tax Management for three years, he
left BNA in August 1992 to work as a pension law
specialist for the U.S. Department of Labor in the
Pension and Welfare Benefits Administration's office
of policy and legislative analysis.
In December 1993, Chris returned to BNA as managing editor of CBGD/CBCD. He was
named managing editor of the Payroll Administration Guide and Payroll Library on
CD in 1994; a position he relinquished in 1995 to oversee the development of
EBCD.
Chris was elected to the Tax Management Board of Directors in 1997. He also is a
member of BNA's 401(k) Plan administrative committee, the retirement plan
administrative committee, and the Open Book committee.
Prior to joining BNA, Chris worked as a tax lawyer in private practice. He
received a bachelor's degree in government from Franklin and Marshall College,
Lancaster, Pa., and a J.D. from the University of Maryland School of Law. He
also holds a Master of Laws in Taxation and an Employee Benefits Certificate
from the Georgetown University Law Center.
Photo of Sandra C. Degler (59), vice chairman of the board and
Sandra C. Degler president of Tax Management Inc., has been a member
of the Tax Management Board of Directors since 1981
and the BNA Board of Directors since 1990. She has
also served on the boards for two other BNA
subsidiaries.
Over her 32-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 and has served on the Advisory Board of Queens College Center
for the New American Workforce.
<PAGE>(20)
Photo of Kathleen D. Gill (52), was named vice president and
Kathleen D. Gill executive editor in February 1993, after having
served as associate editor of business and human
resources services for six years. She was designated
editor in chief in January 1997. She has been a
member of BNA's Board of Directors since 1986. Gill
chaired the budget committee for five years and is a
member of the board's executive committee. She also
served as a member of the Board of Directors of The
McArdle Printing Co., Inc., for two years. She was
named chairman of the publishing systems steering
committee in September 1993.
Gill was the first managing editor of BNA Pension
Reporter (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.
Photo of John "Jack" Jenc (56), president and CEO of The
John Jenc McArdle Printing Co., Inc., a wholly-owned subsidiary
of BNA, began his career at BNA in 1981 as corporate
controller. In 1990 he was appointed BNA treasurer, a
position he held until March 1998, when he was named
chief operating officer at McArdle. He was promoted
to president and CEO of McArdle effective January 1,
1999. During his 17 years as a BNA employee, Jenc
served on various corporate management committees and
has been a member of the Board of Directors of
McArdle since 1985. Jenc is a past president, vice
president and member of the Board of Directors of the
BNA Federal Credit Union. 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, Pa. He is a
CPA and is a member of the American Institute of Certified Public Accountants,
and the District of Columbia Institute of CPAs.
<PAGE>(21)
Photo of Eileen Z. Joseph (51), executive editor, environment
Eileen Z. Joseph and safety information services, began her 27 years
with BNA as an entry-level reporter on the staff of
Occupational Safety & Health Reporter, ultimately
becoming its senior editor. Appointed to management
in 1976, she was in charge of the division's new
products and developed Job Safety and Health. She
continued to develop all the services in the
Environment, Safety and Health Series (ESHS)
including Loss Prevention and Control, Water
Pollution Control, Air Pollution Control, Chemical
Substances Control, and Insurance and Risk
Management, for all of which she served as managing
editor. In 1987, following passage of the Superfund
amendments, she developed BNA's Right-to-Know
Planning Guide and was also its managing editor.
Joseph created, developed, and edited the 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.
Six years ago she was appointed coordinator of the interdepartmental group that
developed Environment Library on CD (ELCD) which was launched in June 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 Business
Information and Technology Council of the Software and 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.
She served on the President's Council of Tulane University, and is a member of
the Parent Council of Emory University, both groups that consult with these
institutions about education and technology. She serves also as a member of
Emory's Public Affairs Advisory Council.
Photo of George J. Korphage (52), vice president and chief
George J financial officer, joined BNA in 1972. He has been a
Korphage member of BNA's Board of Directors since 1988. A CPA,
he was in public accounting for three years before
coming to BNA. He held several accounting and finance
management positions at BNA before being elected to
his present position in 1988. He serves on several
management and planning committees including the
corporate development committee, management
committee, and the publishing systems steering
committee. He is a member of the board's executive
committee, and chairs its budget committee and
investment committees. In addition, he is a director
of BNA International Inc. and The McArdle Printing
Co., Inc., and chairs the board of BNA Washington,
Inc.
Korphage is an accounting graduate of Emporia (Kansas) State University, and did
graduate work in finance at the University of Maryland. He is a member of the
American Institute of Certified Public Accountants and the District of Columbia
Institute of CPAs.
<PAGE>(22)
Photo of Gregory C. McCaffery (38), was named director of
Gregory C marketing and product development in 1996, following
McCaffery the merger of BNA's marketing and product development
functions. Prior to the creation of the new division,
he served as director of new product development for
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.
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 University of London, the California Institute of
Technology, and The Wharton School at the University of Pennsylvania.
Photo of David P. McFarland (44) joined BNA in 1985 as BNA
David P. software product manager. Both as product manager and
McFarland marketing manager for BNA Software, he was
instrumental in propelling the BNA Income Tax Planner
to its current position as the leading tax planning
title in the tax and accounting industry. He also
provided the leadership to turn an aging DOS-based
product line into state-of-the-art Windows products
that became top sellers in 1998. Both the BNA Income
Tax Planner and the BNA Next Dimension Fixed Assets
products earned Accounting Today's "Top 100" software
products designation in 1998. Under his leadership as
general manager, BNA Software has almost doubled in
size and consistently provided outstanding profits
for the company.
In addition to his duties as general manager of BNA Software, McFarland became
vice president of Tax Management in 1998 and is currently involved with a broad
range of issues affecting the future of TM. McFarland serves on the Tax
Management Board of Directors and has been an active participant on several BNA
committees.
Prior to joining BNA, McFarland was in practice as a CPA and also worked as a
product manager for General Electric Information Services Company. McFarland
holds both a B.S. and M.B.A. degree from the University of Virginia.
<PAGE>(23)
Photo of Frederick A. Schenck (70), served as vice president
Frederick A. for personnel, Cunard Line, Ltd. until December 1992.
Schenck He served the company as a consultant until 1994.
Over a 20-year span, he served in a number of
administrative and human resource- related positions
in New Jersey state government, from personnel
officer to director of the agency that provides
services to children and families. In 1977 he moved
to federal government service and in 1978 became
deputy under secretary of commerce, with
responsibility for field coordination of Commerce's
programs and delivery of resources and services to
state and local governments and the private sector in
areas of economic development, domestic and
international trade, and business development.
In 1979, Schenck became senior vice president, administration, for Resorts
International Casino Hotel, with executive responsibilities for personnel
management, industrial relations, staff development and training, affirmative
action, compensation and benefits.
He continues to serve on the boards of many civic and charitable organizations.
Schenck studied Business Administration at Howard University and holds B.S. and
M.A. degrees from Rider College.
Photo of Pat Swords (53), was named vice president of sales
Pat Swords and marketing in February 1996. Swords has served on
the BNA Board of Directors since 1991, and was a
member of the budget committee in 1994 and 1995. She
currently serves on the corporate development
committee, management committee, and the publishing
systems steering committee. She began her career as a
BNA district sales representative in January of 1977
in Denver, Colorado and served as a sales
representative for eight years in Denver, Phoenix and
Las Vegas, qualifying for DSA every year in which she
was a representative. In 1985 she was appointed
regional manager for the newly created Mountain Sales
Region, 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,
Mo., 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)
Photo of Daniel W. Toohey (59), is a senior counsel to the
Daniel W. Washington, D.C.-headquartered firm of Dow, Lohnes &
Toohey Albertson, where he has practiced since 1966. In
1984, he was appointed its managing partner, a
position he held until January 1991. Before 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.
Photo of Loene Trubkin (56), president of Sidlo, Inc.,
Loene Trubkin consults with information industry firms on product
development and marketing strategies. She has served
on the boards of directors of Data Courier, Inc.;
Sedgwick Printout Systems Corporation; the
Information Industry Association; and BNA
subsidiaries Fisher-Stevens, Inc. and Executive
Telecom System International. 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 audit
committees.
A chartered financial analyst, Trubkin is a Phi Beta Kappa graduate of the
University of California at Berkeley, with a B.A. in economics.
<PAGE>(25)
Photo of Robert L. Velte (51), vice president for strategic
Robert L. development. Velte joined BNA in 1976 and has held a
Velte variety of positions at BNA business units. He was
appointed president of BNA Communications Inc. in
1986, a position he held until 1994. He was president
of BNA International Inc. from 1994 until 1997. 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. He is a graduate of
Purdue University, with a degree in management, and is also a CPA. Before
joining BNA, Velte worked for Arthur Andersen & Co. and once served as budget
director for Dyncorp.
Photo of Paul N. Wojcik (50), president and chief executive
Paul N. Wojcik officer. Wojcik was elected to BNA's Board of
Directors in 1989. He also serves as a member of the
board of directors of BNA Communications Inc., BNA
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
1996, he was elected CEO. He is currently a member of
BNA's executive committee, 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, and is on the board of directors of the Signature
Theatre, a professional theatre in the Washington area.
<PAGE>(26)
Photo of Dean M. Zadak (39), director, E-business information
Dean M. Zadak solutions division (formerly the electronic commerce
unit - ECU) of the sales and marketing department.
His responsibilities include directing the
reorganized E-business unit, and two newly created
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 her
after-school activities.
Appendix to attachment
Photos of nominees are included with their respective biographical sketches.
<PAGE>(27)
(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 DONALD
A. MASTERS AS PROXY TO REPRESENT ME AND TO
VOTE ALL THE SHARES OF CLASS A COMMON STOCK
HELD BY ME ON MARCH 27, 1999, AT THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL
17, 1999, 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>(28)
THE BUREAU OF NATIONAL AFFAIRS, INC. Shares Owned:
ANNUAL STOCKHOLDERS' MEETING Regular:
April 17, 1999 BNA 401(k) Plan:
CLASS A BALLOT
BOARD OF DIRECTORS ELECTION
INSTRUCTIONS: Place an X in the box after the name of the candidates for whom
you wish your proxy to cast your votes. You are entitled to vote for not more
than three outside candidates and for not more than 12 stockholder candidates.
STOCKHOLDER CANDIDATES
Beltz, William A. * 1.__ Joseph, Eileen Z. * 9.__
Blanchard, Jacqueline M. * 2.__ Korphage, George J. * 10.__
Bumgardner, Eunice L. 3.__ McCaffery, Gregory C.* 11.__
Cornfield, Richard H. * 4.__ McFarland, David P. 12.__
Cosby, G. Christopher 5.__ Swords, Pat * 13.__
Degler, Sandra C.* 6.__ Velte, Robert L.* 14.__
Gill, Kathleen D.* 7.__ Wojcik, Paul N.* 15.__
Jenc, Jack * 8.__ Zadak, Dean M. 16.__
* Member of present Board
OUTSIDE CANDIDATES
Schenck, Frederick A.* 17.__
Toohey, Daniel W.* 18.__
Trubkin, Loene * 19.__
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BOARD OF DIRECTORS PROPOSAL
INSTRUCTIONS: The following proposal is submitted by the Board of Directors.
Specify your vote by marking the appropriate box with an X. If no choice is
indicated, this proxy will be voted "For" the proposal. THE BOARD STRONGLY
RECOMMENDS THAT SHAREHOLDERS VOTE `FOR' THIS PROPOSAL.
RESOLVED, that the stockholders recommend that the
policy adopted by by the Board of Directors in 1982,
known as the "surviving spouse policy," which specifies _____FOR
that the Corporation will not exercise its right to
redeem Class B common stock from the surviving spouse
of a retired officer or employee until one year after _____AGAINST
the death of such surviving spouse, be amended to
specify that such policy will, as of September 25,
1999, apply only to the number of shares owned as _____ABSTAIN
of that date, and that any increases in stock
holdings above that number after that date
will be subject to the redemption provisions as
set out in Article IV, Section 1A of the Articles
of Incorporation and Section IX, Paragraph 8 of the By-Laws.
STOCKHOLDER PROPOSAL
INSTRUCTIONS: The following proposal has been submitted by stockholders. Specify
your vote by marking the appropriate box with an X. If no choice is
indicated, this proxy will be voted "Against" the proposal. THE BOARD STRONGLY
RECOMMENDS THAT SHAREHOLDERS VOTE `AGAINST' THIS PROPOSAL.
RESOLVED, that the shareholders of The Bureau of National ____FOR
Affairs, Inc., recommend that a member of the Washington
- -Baltimore Newspaper Guild BNA unit shall, beginning in ____AGAINST
April 2000, serve as a 13th stockholder member of The
Bureau of National Affairs, Inc., Board of Directors ____ABSTAIN
and be nominated by the Guild.
BALLOT INSTRUCTIONS
To vote, you must: (1) Complete and fold ballot; (2) Put it in proxy envelope;
(3) Sign and Date proxy envelope; (4) Seal Envelope ; (5) Return sealed proxy
envelope either by mail, in the ballot box in the link lobby, or at the meeting.
- --------------------------------------------------------------------------------
