Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report November 10, 2000
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The Bureau of National Affairs, Inc.
(Exact name of registrant as specified in its charter)
Delaware 2-28286 53-0040540
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1231 25th Street, N.W., Washington, D.C. 20037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (202)-452-4200
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Item 2. Acquisition or Disposition of Assets
On November 10, 2000, The Bureau of National Affairs, Inc. (the "Company")
acquired all of the publishing and operating assets of Kennedy Information, LLC,
a New Hampshire limited liability corporation (Kennedy), and those of Kennedy's
wholly owned subsidiary, Kennedy Professional Publishing, LLC, a New York
limited liability corporation, pursuant to an asset purchase agreement dated
November 3, 2000. The Company paid to Kennedy approximately $46.1 million cash
and assumed liabilities of approximately $1.6 million. The purchase price was
determined based on an evaluation of Kennedy's business and the results of
arms-length negotiations between the parties. There was no material relationship
between Kennedy and the Company or any of its affiliates, directors or officers,
or any of their associates.
Kennedy is a provider of research, information, and advisory services to the
recruiting, consulting, and investor relations industries. The Company will
operate the acquired business as a wholly owned subsidiary, Kennedy Information,
Inc.
The purchase price paid to Kennedy is subject to post-closing adjustments based
on certain working capital items at November 9, 2000, as set forth in the
purchase agreement. Additional monies could be paid out if performance targets
are exceeded for fiscal years ending December 31, 2001 through 2004.
Financing
The Company financed the cash portion of the initial purchase payment with
general corporate funds ($1.1 million) and with unsecured debt financiang
provided by The Prudential Insurance Company of America ($45 million). Interest
on the Prudential loan will be fixed through a ten-year term at 8.15 percent per
year. Interest is payable quarterly, and annual principal payments of $7.5
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million per year will commence in 2005. Any additional incentive payments will
most likely be paid from corporate funds, but may be financed with additional
borrowings.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) and (b) Not Applicable. Financial statements and Pro forma
financial information are not required per 210.3-05(b)(2)(i), and 210.11-01(c)
of Regulation S-X.
(c) Exhibits. Exhibit 2.1 attached is the Asset Purchase Agreement
between Kennedy Information, LLC and The Bureau of National Affairs, Inc., dated
as of November 3, 2000 (exhibits and schedules omitted).
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.
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Registrant
November 21, 2000 s/George J. Korphage
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Date George J. Korphage
Vice President and Chief Financial Officer
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The Bureau of National Affairs, Inc.
Form 8-K
Exhibit Index
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of November 3, 2000 between
Kennedy Information, LLC, and The Bureau of National Affairs,
Inc.(exhibits and schedules omitted).
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