SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
( ) Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) 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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transactions applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
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( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration number, or the Form or
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<PAGE>1
THE BUREAU OF NATIONAL AFFAIRS, INC.
Cynthia J. Bolbach (202) 452-4580
Corporate Secretary Fax:(202) 452-4226
E-mail:[email protected]
March 24, 2000
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 15, 2000, at 10:00 a.m., at the Washington Monarch Hotel,
2401 M Street N.W., Washington, D.C., to elect the 15 members of the Board of
Directors, to vote on a resolution submitted by a stockholder, 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, 1999, 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, PLEASE DO SO NO LATER THAN APRIL 7, to ensure that the ballots are
received in time to be counted.
Cordially,
s/Cynthia J. Bolbach
--------------------
Cynthia J. Bolbach
Enclosures
<PAGE>2
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
April 15, 2000
THE BUREAU OF NATIONAL AFFAIRS, INC.
1231 25th Street, N.W.
Washington, D.C. 20037
GENERAL INFORMATION
Solicitation of the enclosed proxy (which incorporates a ballot for the
election of directors and for voting on the stockholder proposal), 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 Washington Monarch Hotel, 2401 M Street, N.W., Washington, D.C. on
Saturday, April 15, 2000 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 24, 2000. An
annual report, including financial statements for the year ended December 31,
1999, 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 25, 2000, are entitled to vote at
the meeting or any adjournment thereof. On such date, there were 3,510,977
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 7, 2000. 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 not vote
those shares. A plurality of the votes cast is required for the election of
directors, as discussed below. The stockholder proposal (and any other matter
appropriately presented at the meeting) must be approved by a majority of the
Class A shares outstanding and 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
<PAGE>3
vote against the relevant proposal. For further information concerning voting,
see Section VII, Voting Procedures.
I. ELECTION OF DIRECTORS
Fifteen directors of the Corporation are to be elected at the 2000
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 NOMINESS IS CONTAINED IN THE
BIOGRAPHICAL SKETCHES SECTION OF THIS PROXY STATEMENT)
Shares of common stock
beneficially owned on
March 1, 2000, 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)
- ------------------ ---- ----------------- -----------------------
Thomas W. Ball 46 Market Manager 13,953 0.40 (a)
Human Resources Services
William A. Beltz 70 Chairman of the Board 63,500 Class B
* 1967 1.48
Chet A. Benash 49 Regional Manager 2,912 0.08
New England, Empire Regions
Eunice Lin Bumgardner 39 Vice President and 6,766 0.19
General Counsel
Richard H. Cornfield 52 Executive Director 5,358 0.15
* 1998 Legal Publishing Group
Sandra C. Degler 60 Vice Chairman of the 60,351 Class A
* 1990 Board;Chairman, Tax 1.74
Management Inc. 60,209 Class B
1.40 (a)
Jack Jenc 57 President, The McArdle 26,762 0.77
* 1995 Printing Co.
Eileen Z. Joseph 52 Editorial Director 5,736 0.17
* 1995 Business Development Unit
<PAGE>4
Shares of common stock
beneficially owned on
March 1, 2000, 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)
- ------------------ ---- ----------------- -----------------------
George J. Korphage 53 Vice President and 44,475 1.28
* 1988 Chief Financial Officer
Gregory C. McCaffrey 39 Vice President and 9,091 0.26
* 1997 Editor-in-Chief
David P. McFarland 45 President, Tax 4,746 0.14
Management Inc.
James R. Schneble 45 Controller 7,812 0.22
Pat Swords 54 Vice President of Sales 31,535 0.91
* 1991 and Marketing
Robert L. Velte 52 Vice President for 7,287 0.21
* 1996 Strategic Development
Paul N. Wojcik 51 President and 24,332 0.70
* 1989 Chief Executive Officer
Dean M. Zadak 40 Director, Sales 3,665 0.11
* 1999
Stock Ownership of Nominees for Three "Outside" Directors
Shares of common stock
beneficially owned on
March 1, 2000, 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)
- ------------------ ---- ----------------- -----------------------
Frederick A. Schenck 71 Consultant -0-
* 1991
Daniel W. Toohey 60 Senior Counsel -0-
* 1991 Dow, Lohnes & Albertson
Loene Trubkin 57 Consultant -0-
* 1985
* Member of Present Board
<PAGE>5
(a) Mr. Ball and Mrs. Degler's shares include 5,611 Class A shares, and
60,209 Class B shares, respectively, owned by their spouses. These
shares may be deemed to be beneficially owned by the nominees under the
rules and regulations of the Securities and Exchange Commission. The
nominees, however, disclaim beneficial ownership of the BNA shares owned
by their spouses.
As of March 1, 2000, all directors and executive officers as a group
beneficially owned 295,756 shares of Class A common stock, or 8.53 percent of
the outstanding Class A shares, and 123,709 shares of Class B common stock, or
2.89 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 25, 2000, 4,286,668 shares of Class B common stock and
296,847 shares of Class C common stock were outstanding.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCAHNGE 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 1999. 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 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 1999, the Audit Committee met five times. Members of the Audit
Committee are Messrs. Schenck, Toohey, and Ms. Trubkin.
EXECUTIVE COMMITTEE. The Executive Committee has the authority to exercise
all powers of the board (except as otherwise provided or required by law) when
the board is not in session, and, during the intervals between board meetings,
advises and aids the officers of the Corporation in matters concerning
management of the business. During 1999, the Executive Committee met five 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 1999, the Executive
Compensation Committee met three times. Its members are Messrs. Schenck, Toohey,
and Ms. Trubkin.
<PAGE>6
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 January. The
members of the Nominating Committee for the 2000 election of directors were
Gregory C. McCaffery, chair; Sally W. Block, Richard H. Cornfield, Kathleen D.
Gill, and Audrey C. Hipkins. 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 mailed 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 A STOCKHOLDER
The company is not responsible for the contents of the stockholder proposal
or the accompanying statement of support.
THE FOLLOWING RESOLUTION IS SUBMITTED BY CLASS A STOCKHOLDER NEIYNA CHOTIKUL:
RESOLVED, that the shareholders request that the Board of Directors:
(1) promptly retain a qualified independent advisor, such as a leading
investment banking firm, for the purpose of soliciting offers to acquire
the company by sale or merger; and
(2)promptly take action on the resulting offers consistent with its
responsibilities under applicable law.
Proponent's statement in support of proposal:
This resolution offers all shareholders an opportunity to urge the Board
of Directors to hire an expert to place a realistic value on our investment and
to see whether any other organization is interested in acquiring the "crown
jewel" in the information industry.
If there is interest in an acquisition, then all three classes of
shareholders will have to approve, by majority vote in each class, any proposal
to acquire BNA. We, the shareholders, who have invested our savings in BNA,
should decide on the future of our company.
BNA and its shareholders have reached a critical crossroad, and the time
is right for every shareholder to consider whether employee ownership, which has
served us very well for over half a century, has outlived its usefulness and now
inflicts undue risks on shareholders in every class of stock.
The corporate structure of BNA, developed and constructed immediately
after World War II, may be ill equipped to respond to a different economic,
technical, and market environment at the dawn of the 21st Century.
Upheaval in the publishing industry during the 1990s has caused our
competitors to reorganize and restructure their operations and our customers to
change their expectations in fulfilling their information needs. The rapid
evolution of technology and the high price tag of acquiring and implementing new
technologies have affected all publishers and their customers.
<PAGE>7
Our core publishing business is showing several disturbing trends that
cloud prospects for our long-term success under the current BNA structure. Many
traditional BNA services are either static or shrinking in circulation, and
recent new services have proven to be disappointing. The switch from print
products to electronic products has further clouded our ability to accurately
measure circulation growth. These are just a few of the factors that are
affecting BNA's ability to grow revenue, which is fundamental and critical to
the long-term success of any business.
The nature of our competitors and the process of competition in our market
have changed radically over the past 10 to 15 years. All our traditional
competitors have been acquired by large multinational publishing organizations,
with access to vast sums of capital and cutting-edge technology. There is a
serious concern about BNA's ability to compete with these multinational
publishers. Our future and even our very survival are dependent on being able to
make huge investments in today's rapidly changing technologies. At the same
time, new start-up companies take aim at our traditional pastures to skim cream
off our markets. BNA's situation is like being squeezed by some giants while
being nibbled on the ankles by ducks. Our big competitors have the financial and
technological resources to stay at least one or two jumps ahead of BNA. Our
small competitors have the flexibility and the nimble feet to adjust to evolving
market conditions to stay ahead of BNA.
Adoption of this resolution will give every Class A shareholder, Class B
shareholder, and Class C shareholder the objective, accurate, and useful
information on the value of his or her investment in BNA. This information on
the value of BNA will empower every shareholder whether he or she is an
employee, retiree, or former employee of a divested subsidiary. Adoption of this
resolution does not mean the immediate sale of BNA. If there is a proposal to
acquire BNA, all shareholders will be required to vote on that matter, which
would require a majority vote by Class A shareholders, Class B shareholders, and
Class C shareholders.
I urge you to vote "Yes" on this proposal to give you information on the
value of our investment.
Board of Directors' statement in opposition to the stockholder proposal:
THE BOARD BELIEVES THE PROPOSAL IS NOT IN THE BEST INTERESTS OF BNA OR ITS
STOCKHOLDERS AND RECOMMENDS A VOTE AGAINST THE STOCKHOLDER PROPOSAL.
The proposal requests that the Board retain a qualified investment
advisor, such as an investment banking firm, for the purpose of soliciting
offers to acquire BNA by sale or merger, and promptly take action on the
resulting offers consistent with its responsibilities under applicable law.
Accordingly, if the proposal is adopted, the Board will interpret its passage as
an expression of stockholder intent that the company be sold, and it will take
steps to begin that process. There is no way to obtain a hypothetical or
"potential" valuation of BNA or any other company. BNA can find out what a buyer
would pay only if BNA says that it is for sale -- at which point it will be and
a fair market value is then arrived at by negotiation.
Being forced to act in response to the passage of this specific proposal
means that the Board would be negotiating from a position of weakness, not a
position of strength. Although the sale of the company would ultimately be
subject to stockholder approval in accordance with the company's Articles and
By-Laws, putting BNA "into play" would initiate a series of events that could
gather momentum and be difficult to reverse.
<PAGE>8
The very process of obtaining bids for BNA - even if stockholders
ultimately vote against a sale - will be highly disruptive to BNA's operations.
The process would distract senior management and would likely have an adverse
impact on employee morale and efficiency. Moreover, the process would require
BNA to permit bidders, including BNA's direct competitors, to review
competitively sensitive information. Although this review would be subject to
confidentiality agreements, the risk of disclosing confidential information to
direct competitors should not be taken lightly.
A sale of the company may result in a one-time capital gain to
stockholders. It may also imperil some or all of the substantial employee and
retirement benefits now available. The Board has been advised by outside counsel
that if it initiated an active bidding process for the company, the Board would
be subject to a duty to obtain the best value reasonably available to
stockholders. Accordingly, in evaluating offers and determining which offer to
submit to stockholders, the Board could not legally take into account the
interests of employees and retirees in continuing employment or in maintaining
existing benefits.
Most important, the Board disagrees with the proposal's underlying
premise: the belief, or fear, that BNA cannot compete in the current
marketplace. Since 1995, when shareholders decisively reaffirmed their
commitment to employee ownership, BNA's financial results have demonstrated that
BNA can not only compete and survive in this marketplace, it can thrive.
BNA's revenues in 1995 were $226 million; by 1999, they had grown to $281
million. Operating profit in 1995 was $10 million (excluding an accounting
adjustment); in 1999, $23 million, a total growth of 130% for the four years.
Earnings per share have grown 87% during this period, a 17% average annual
growth rate. These are the financial results of a company that has competed very
successfully.
BNA has totally retooled its product line so that, in 2000, over 40
percent of our publishing revenue come from electronic products - and that
number will continue to grow as more products move to the Web. BNA was able to
absorb substantial Year 2000 costs, and still provide significant returns to
shareholders. BNA has revamped its sales and marketing efforts, restructured its
information technology units, and reorganized its editorial operations - all
strategies designed to achieve continued operating efficiencies and revenue
growth. BNA has established a network of publishing subsidiaries to target
potential subscribers, and revenue sources, that the parent company
traditionally has been unable to reach. These facts, not fear, should govern the
fate of this proposal.
The Board is very much aware of, and continually monitors, the competitive
environment in which BNA operates. It is very much aware that continuing
technological change will affect BNA processes, products, and customers, and it
has a well-earned confidence in the capability and resolve of BNA employees and
stockholders to adapt to those changes. It is very much aware that investment in
BNA stock constitutes the primary means for financial gain and a prosperous
retirement for most BNA stockholders, including those stockholders who serve on
the Board. The Board believes at this time that BNA is well-positioned to
continue its tradition of providing stockholders with a productive and stable
investment through employee ownership.
IN VIEW OF THE FOREGOING, THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THE
STOCKHOLDER PROPOSAL.
Vote required for adoption:
The proposed resolution will be adopted if a majority of the Class A
shares outstanding and entitled to vote at the annual meeting votes in its
favor.
<PAGE>9
IV. EXECUTIVE COMPENSATION
A. SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION. Below is information
concerning compensation provided by the Corporation to the chief executive
officer and the four most highly compensated executive officers of the
Corporation in key policy-making positions serving in those positions on
December 31, 1999.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and ---------------------------
Principal Position Year Salary (a) Bonus (b)
- --------------------------------------------------------------------------------
Paul N. Wojcik
President and 1999 $ 412,692 $ 11,393
Chief Executive Officer 1998 $ 390,865 $ 15,338
1997 $ 389,423 $ 8,548
Kathleen D. Gill (c)
Vice President and 1999 $ 217,538 $ 6,074
Editor-in-Chief 1998 $ 204,108 $ 8,104
1997 $ 202,508 $ 4,855
Pat Swords 1999 $ 211,539 $ 5,911
Vice President of 1998 $ 191,288 $ 8,086
Sales and Marketing 1997 $ 180,577 $ 9,337
George J. Korphage
Vice President and 1999 $ 206,154 $ 5,764
Chief Financial Office 1998 $ 195,346 $ 7,615
1997 $ 184,000 $ 4,405
Daniel C. Horsey (d)
Vice President and 1999 $ 191,538 $ 18,189
Chief Technology Officer 1998 $ 173,365 $ 4,370
1997 $ 101,538 $ ---
(a) Based upon 26 pay periods in 1999, 25.5 pay periods in 1998, and 27 pay
periods in 1997.
(b) Cash profit sharing, plus any payments from the Corporation's bonus pool.
(c) Ms. Gill retired on Dec. 31, 1999.
(d) Mr. Horsey joined the Corporation in June 1997.
<PAGE>10
B. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During
1999, the members of the Executive Compensation Committee were Messrs. Schenck
and Toohey, and Ms. Trubkin. The members of the Committee serve as the board's
outside directors, and none are former or current officers or employees of the
Corporation or any of its subsidiaries. None of the members of the Committee had
any interrelationships requiring disclosure in this Proxy Statement.
C. COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION. The
Executive Compensation Committee makes recommendations to the Board of Directors
concerning the compensation of the Corporation's Chairman and 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
non-stockholder directors.
The Corporation's management compensation program is designed to
attract, retain, motivate, and reward a highly qualified, productive workforce
by offering competitive compensation, superior benefits, and a professional and
challenging work environment. Because base salary provides nearly all the
compensation of executive officers, including the 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 1999 was the same for
executive officers as for other management employees.
The compensation of executive officers during 1999, 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 paid to the Chairman in 1999 was recommended by the
Executive Compensation Committee and approved by the Board of Directors on
December 10, 1998. 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 1999, 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 1998, other
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.
<PAGE>11
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 (as defined) 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
1999 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 1998.
During 1999, the committee developed objectives with the CEO that will serve as
the basis for determining compensation for 2000.
The recommendation for the CEO's 1999 compensation was based in part upon the
CEO's performance during 1998, in part upon the company's financial performance
in 1998 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 goals. 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 11, 1999. After
full discussion, the board approved the 1999 compensation for the CEO.
Frederick A. Schenck, Chairman
Daniel W. Toohey
Loene Trubkin
<PAGE>12
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--
12/31/94 $ 100.00 $ 100.00 $ 100.00
FYE 12/31/95 116.80 137.60 123.10
FYE 12/31/96 132.10 169.20 142.50
FYE 12/31/97 150.90 225.60 210.10
FYE 12/31/98 178.60 290.10 223.40
FYE 12/31/99 211.70 351.00 277.60
The above graph compares the performance of the company's common stock
to Standard and Poor's (S&P) 500 Composite Index and the Dow Jones Publishing
Index for the last five years, assuming $100 was invested in the company's
common stock and each index at December 31, 1994, and that all dividends were
reinvested.
E. DIRECTOR'S COMPENSATION. The directors who are employees of the Corporation
are not compensated for their services as BNA directors. During 1999, 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 in 1999 to Mr. Schenck, $4,000; Mr. Toohey, $4,000; and Ms. Trubkin,
$3,500.
<PAGE>13
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 more closely aligns the total compensation of the outside directors
to the interests of shareholders. Supplemental compensation earnings paid in
1999 were $14,221 to each outside director.
Mr. Beltz was paid $120,000 during 1999 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 Company, Inc. and BNA International Inc.
V. EMPLOYEE BENEFIT PLANS
EMPLOYEES' RETIREMENT PLAN. The summary compensation table does not
include contributions to the BNA Employees' Retirement Plan ("Retirement Plan")
for the named individuals or group, since contributions are computed on an
actuarial basis and the amount expended by the Corporation under the Retirement
Plan for a particular participant cannot be readily separated or individually
calculated.
The Retirement Plan is a non-contributory defined benefit plan that
covers all full-time employees and all part-time employees who work at least
1,000 hours a year. The amount of each employee's retirement benefit is
determined by a specific formula based on average annual compensation and years
of service with the Corporation. The benefits paid under the Retirement Plan are
not subject to any deduction for Social Security or other offset amounts.
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
- --------------------------------------------------------------------------------
$ 100,000 $ 12,200 $ 24,400 $ 36,600
200,000 24,400 48,800 73,200
300,000 36,600 73,200 109,800
400,000 48,800 97,600 146,400
* 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.
<PAGE>14
For the named executive officers, the compensation included in the
calculation of pension benefits is 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, 29;
Mr. Horsey, 2; Mr. Korphage, 27; Ms. Swords, 22; and Mr. Wojcik, 27.
VI. INFORMATION CONCERNING INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation's independent public accountants for 1998, 1999, 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.
VII. 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, by 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 total 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 the stockholder's
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.
IF YOU WILL VOTE IN PERSON AT THE ANNUAL MEETING, PLEASE BRING THIS
BALLOT AND THE ENVELOPE WITH YOU. Use of this particular ballot will expedite
the counting of the votes during the course of the meeting.
Deborah Embrey and Jonathan Rains 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
stockholder proposal, 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
stockholder proposal, 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.
<PAGE>15
VIII. 2001 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
24, 2000. Such proposals should be directed to the Secretary of the Corporation
at its principal office in Washington, D.C.
IX. OTHER BUSINESS
The Board of Directors does not know of any matters to be presented for
action at the meeting other than the election of directors and voting on the
stockholder proposal. 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 enclosed 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 24, 2000
<PAGE>16
BIOGRAPHICAL SKETCHES OF NOMINEES
Photo of THOMAS W. BALL (46), market manager, human resources
Thomas Ball services. Ball joined BNA in 1985 as the first
marketing manager for BNA PLUS. In 1990 he moved from
editorial to sales and marketing and was promoted to
product manager for environment and safety services.
Since that time he has marketed and launched almost
two dozen BNA services in print, CD, and Web, covering
environment and safety, employment law, health care,
compensation, pensions, benefits, payroll, and human
resources. In addition, he worked with the business
systems infrastructure while on assignment to the
IT/Business Systems Project from 1997-98.
Prior to joining BNA, Ball was vice president of State & Federal Associates,
where he was responsible for research and marketing for the government affairs
research firm. He also served as a regulatory analyst for a White House task
group on regulatory reform. Before moving to Washington Ball was a marketing and
major accounts manager for a Sears manufacturing supplier.
Ball holds a B.S. in psychology from St. Joseph's University and a Masters in
Public Administration from George Washington University. He and his wife
Kathleen, a BNA sales representative since 1992, have three sons.
Photo of WILLIAM A. BELTZ (70), 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.
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. He also served
as a trustee of The Shakespeare Theatre for eight years. He is a member of the
National Press Club and the Economic Club of Washington.
<PAGE>17
Photo of CHET A. BENASH (49), New England and Empire regional
Chet Benash manager, joined BNA in 1983 as a district sales
representative in Philadelphia. He qualified for the
Distinguished Sales Award five times. While in the
field he served as a legal product specialist and
later as a Tax Management specialist. He was also
assigned as field sales trainer for the Atlantic, New
England, and Capital regions. In 1993 he was promoted
to manage the New England Region. In 1999 he was also
assigned responsibility for the Empire Region.
Prior to BNA, he worked for Procter and Gamble for two years as a sales
representative on Long Island. Later he became a territory manager for Johnson &
Johnson, health care division.
He graduated from Lafayette College, Easton, Pa., in 1973, where he received a
B.A. in psychology. He has spent more than 10 years as a referee in NCAA
Division I-AA football. He has served as president of the local high school
officiating chapter and served in several executive committee positions in the
NCAA chapter. He currently resides in Marshfield, Mass., with Kathy, his wife of
26 years, and their two daughters.
Photo of EUNICE LIN BUMGARDNER (39), vice president and general
Eunice Bumgardner counsel, joined BNA in 1994 as associate 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, 1997 collective bargaining team, and
as BNA's 1998 United Way chairperson. She also has
served on the BNA Washington, Inc. Board of Directors
since 1996 and is the corporate secretary of BNAW.
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, and 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 has advised a number of
corporate boards of directors, including a large publicly-held company.
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 is a member of the American Corporate Counsel
Association's executive council for the national small law department committee,
and serves on the finance committee of her church. She is active in mentoring
Georgetown and Emory law students and alumni.
Bumgardner graduated from Emory University, Atlanta, Ga., 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.
<PAGE>18
Photo of RICHARD H. CORNFIELD (53), executive director, legal
Richard Cornfield publishing group. 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 last year, and executive director
of the newly-formed legal publishing group 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 elected to the BNA board in 1998.
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.
Photo of SANDRA C. DEGLER (60), vice chairman of the board and
Sandra Degler chairman of the Tax Management board. Presently
serving as a consultant to the parent and TM, she has
been a member of the BNA board since 1990 and the Tax
Management board since 1982. She has also served on
the boards of two other BNA subsidiaries.
Over her 33-year career with BNA, she has served as
president of Tax Management, 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, she oversaw the development of the
first personal computer software product for BNA and
the first CD 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 a member of the BNA board's executive committee, budget committee, and
investment committees, and has served on the corporate development committee,
the management committee, the publishing system steering committee, and 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 for the New American
Workforce.
<PAGE>19
Photo of JOHN "JACK" JENC (57), 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 a member of the American Institute of Certified Public Accountants, and
the District of Columbia Institute of CPAs.
Photo of EILEEN Z. JOSEPH (52), is the editorial director of
Eileen Joseph the Business Development Unit. From 1993 until 2000
she was the executive editor of the Environment and
Safety Services Information Division. Joseph 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.
<PAGE>20
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 (53), vice president and chief
George Korphage financial officer, joined BNA in 1972. He has been a
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., IOMA, 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.
Photo of GREGORY C. McCAFFERY (39), vice president and editor-
Gregory McCaffery in-chief, has been a member of BNA's Board of Directors
since 1997. He was named director of marketing and
product development in 1996, following the merger of
BNA's marketing and product development functions.
Prior to the creation of that new division, he served
as director of new product development, and as manager
of the reference guide development unit. He has served
on the board of directors of IOMA and Pike & Fischer,
Inc.
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.
<PAGE>21
Photo of DAVID P. McFARLAND (45), joined BNA in 1985 as BNA
David McFarland software product manager. Both as product manager and
marketing manager for BNA Software, he was
instrumental in propelling the BNA Income Tax Planner
to its position as the leading tax planning title in
the professional tax and accounting industry. Under
his leadership, the division transformed its aging
product line into state-of-the-art products that have
won several awards and become top sellers.
In 1992, McFarland became general manager of BNA
Software, which has subsequently doubled its revenues
while consistently providing outstanding profits for
the company. In 1998, he was also named vice president
of Tax Management, where he focused on a variety of
marketing and product development issues. In February
2000 McFarland was named president of Tax Management.
McFarland also serves on the Tax Management Board of Directors and has been
active in 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 B.S. and M.B.A. degrees from the University of Virginia.
Photo of FREDERICK A. SCHENCK (71), served as vice president
Frederick Schenck for personnel, Cunard Line, Ltd. until December 1992.
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.
<PAGE>22
Photo of JAMES R. SCHNEBLE (45), corporate controller, joined
James Schneble BNA in 1985 and was named to his present position in
1990. Prior to joining BNA, he held management
positions in a "Big Five" accounting firm and a
high-tech manufacturer.
Schneble has served on various committees within BNA,
including, since their inception, the Managers in
Transition (MIT) program and the Open Book Committee,
where the focus has been on providing financial
information to the BNA community. He has also been a
member of the market strategy group for the Human
Resources & Labor and Employment Relations Divisions.
He has served on the board of directors of Pike &
Fischer, Inc., and is presently a member of the board
and treasurer of BNA Washington, Inc..
Schneble is a CPA and a member of the American Institute of Certified Public
Accountants. He has an undergraduate degree from Wright State University and a
M.B.A. from the Fisher College of Business at Ohio State University.
Photo of PAT SWORDS (54), was named vice president of sales and
Pat Swords 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 BNA's corporate development committee,
management committee, and publishing systems
steering committee. She began her career as a BNA
district sales representative in January 1977 in
Denver, Colo., and worked as a sales rep for eight
years in Denver, Phoenix and Las Vegas, qualifying for
the Distinguished Sales Award every year. 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
entered the sales arena in 1973, when she joined Moore Business Forms.
Photo of DANIEL W. TOOHEY (60), is senior counsel to the firm
Daniel Toohey of Dow, Lohnes & Albertson, Washington, D.C., 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 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 two terms on its
board. He has also served as a trustee and executive
committee member of the Federal City Council and
president of the Legal Aid Society. He is vice
chairman and general counsel of the board of trustees
of The Shakespeare Theatre.
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.
<PAGE>23
Photo of LOENE TRUBKIN (57), president of Sidlo, Inc., consults
Loene Trubkin 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.
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.
Photo of ROBERT L. VELTE (52), vice president for strategic
Robert Velte development. Velte joined BNA in 1976 and has held
various operational and executive positions at BNA.
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 to 1997.
He was 1995. elected to his current position in 1995.
As vice president for strategic development, Velte's
responsibilities include merger and acquisition
activities for BNA and its subsidiaries, strategic
alliances, third party distribution relationships, and
developing strategic focus at BNA.
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. Also, he served as a member of the Pike
& Fischer, Inc. board for four years.
Prior to joining BNA, Velte was employed by Arthur Andersen & Co. and once
served as budget director of Dyncorp. He is a graduate of Purdue University,
with a degree in management, and is also a CPA.
Photo of PAUL N. WOJCIK (51), president and chief executive
Paul 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 International Inc., IOMA,
and Tax Management Inc.
Wojcik 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. He is a member of the Federal City Council, and serves
on the board of directors of Signature Theatre.
<PAGE>24
Photo of DEAN M. ZADAK (40), director, Sales. He is responsible
Dean Zadak for directing the efforts of all sales resources and
sales channels within the Sales and Marketing
Department. Prior to this position he was the director
E-business information solutions division of Sales and
Marketing. In this role he created the EBIS sales
support structure, the business development unit
and the national account program. He was elected to
the BNA Board of Directors in 1999.
Zadak began his 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 Bachelor 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.
<PAGE>25
(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 DEBORAH W. EMBREY OR JONATHAN
A. RAINS AS PROXY TO REPRESENT ME AND TO
VOTE ALL THE SHARES OF CLASS A COMMON STOCK
HELD BY ME ON MARCH 25, 2000, AT THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL
15,2000, 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>26
THE BUREAU OF NATIONAL AFFAIRS, INC. Shares Owned:
ANNUAL STOCKHOLDERS' MEETING Regular:
April 15, 2000 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
CANDIDATES
Ball, Thomas W 1.__ Korphage, George J.* 9.__
Beltz, William A.* 2.__ McCaffery, Gregory C.* 10.__
Benash, Chet A. 3.__ McFarland, David P. 11.__
Bumgardner, Eunice L. 4. __ Schneble, James R. 12.__
Cornfield, Richard H.* 5.__ Swords, Pat * 13.__
Degler, Sandra C.* 6.__ Velte, Robert L.* 14.__
Jenc, Jack * 7.__ Wojcik, Paul N.* 15.__
Joseph, Eileen Z.* 8.__ Zadak, Dean M.* 16.__
* Member of present Board
OUTSIDE CANDIDATES
Schenck, Frederick A.* 17.__
Toohey, Daniel W.* 18.__
Trubkin, Loene * 19.__
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSAL
INSTRUCTIONS:
The following proposal has been submitted by a stockholder. 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" THE PROPOSAL.
RESOLVED, that the shareholders request that the Board ____FOR
of Directors: (1) promptly retain a qualified independent
advisor, such as a leading investment banking firm, for ____AGAINST
the purpose of soliciting offers to acquire the company by
sale or merger; and (2) promptly take action on the resulting ____ABSTAIN
offers consistent with its responsibilities under applicable
law.
- -------------------------------------------------------------------------------
BALLOT INSTRUCTIONS
To vote, you must: Complete and fold Ballot Sign and Date Envelope
Put it in Proxy Envelope Seal Envelope
