<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)
PC SERVICE SOURCE, INC.
_______________________________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
_______________________________________________________________________________
(Title of Class of Securities)
264830100
_______________________________________________________________________________
(CUSIP Number)
William Nygren, Henry Berghoef
Two North LaSalle Street Suite 500
Chicago, Illinois 60602-5790
(312) 621-0600
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 1999
_______________________________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the Filing Person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box: X
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. SEE Rule 13d-1(a) for other parties to
whom copies are to be sent.
1 NAME OF FILING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Harris Associates L.P.
04-3276558
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,191,784
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,295,684
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
12,896,100
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,191,784
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.54%
- -------------------------------------------------------------------------------
14 TYPE OF FILING PERSON*
IA
- -------------------------------------------------------------------------------
1 NAME OF FILING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Harris Associates Inc.
04-3276549
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,191,784
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,295,684
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
12,896,100
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,191,784
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.54%
- -------------------------------------------------------------------------------
14 TYPE OF FILING PERSON*
CO
- -------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER.
Common Stock, $0.01 Par Value
Dun & Bradstreet
One Diamond Hill Road
Murray Hill, NJ 07974
ITEM 2. IDENTITY AND BACKGROUND.
(a,b,c)
Harris Associates L.P. (Harris), an investment adviser, is a limited
partnership organized in the State of Delaware. Its principal office is located
at Two N. LaSalle Street, Suite 500, Chicago, Il 60602. Harris Associates,
Inc., its General Partner, is organized in the State of Delaware. Victor A.
Morgenstern, its Chairman and a Director of the General Partner; Robert M. Levy,
its CEO and president and a Director; Anita M. Nagler, its Vice President and a
Director; Roxanne M. Martino, its Vice President and a Director; Edward S. Loeb,
its Vice President; Donald Terao, its Secretary and Treasurer; David G. Herro, a
Director; William C. Nygren, a Director; and Robert J. Sanborn, a Director, all
are employed at the same address.
Peter S. Voss and Neal Litvack, both Directors of the General Partner, are
senior executive officers with Nvest L.P. at 399 Boylston, Boston, MA 02116.
While Nvest L.P., a publicly traded reporting company (SEC File No. 1-9468),
wholly owns Harris, it does not exercise control over Harris' investment
decision making on behalf of its discretionary advisory clients.
(d)
Neither Harris, its General Patner, nor any of its officers or directors,
during the last five years, has been convicted in a criminal proceeding
(excluding minor traffic violations or similar misdemeanors).
(e)
Neither Harris, its General Patner, nor any of its officers or directors,
during during the past five years, has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result, of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of , or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f)
All of the officers and directors of Harris and its General Partner are
American Citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were purchased on behalf of discretionary investment
advisory clients, including mutual fund clients, for which Harris is the
investment adviser. Therefore, funds used to purchase the securities came from
these clients. The total cost to purchase the securities was $498,795,909.
ITEM 4. PURPOSE OF TRANSACTION.
As disclosed in Amendment No. 4 to Schedule 13G as filed by Harris on
February 24, 1999, the purchases reported herein were made in the ordinary
course of Harris' business and not with the purpose of nor with the effect of
changing or influencing the control of the issuer nor in connection with or as a
participant in any transaction having such purpose or effect. Harris, may, in
the future, purchase additional shares or dispose of additional shares on behalf
of its advisory clients, or make recommendations to its clients with regarc to
such purchases or sales.
Neither Harris nor its General Partner have any present plans or proposals
which relate to or would result in any matter described in paragraphs (a), (b),
or (d) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act
of 1934. Harris and its General Partner may, in the future, for any reason and
in their sole discretion subject only to their fidicuciary and regulatory
obligations to Harris' advisory clients, change their plans and proposals as
they relate to such matters.
On August 30, 1999, Harris sent the attached letter, addressed to Mr.
Volney Taylor, Chairman and CEO of the issuer. Such letter expresses Harris'
opinion of a more effective means for the issuer to fully realize the value of
its organization. Harris believes such letter does not constitute any plan or
proposal relating to matters described in paragraph (c) of item 4.
Nevertheless, Harris if filing this Schedule 13D without admitting that this
filing is required.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
As of August 30, 1999, Harris beneficially owned 20,191,784 shares, which
represents 12.54% of the outstanding securities.
(b)
Number of shares as to which the reporting person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote: 20,191,784
(iii) sole power to dispose or to direct the disposition:
7,295,684
(iv) shared power to dispose or to direct the disposition:
12,896,100
(c)
During the 60 days preceding the date hereof, Harris entered into the
following open market transactions on the New York stock exchange on behalf of
its advisory clients.
Name of Person
Effecting Transaction Date of Transaction No. of Shares Price per Share
--------------------- ------------------- ------------- ---------------
Harris 6/2 300 32.50
Harris 6/3 3800 35.125-36.125
Harris 6/4 800 36.750
Harris 6/8 1200 36.875
Harris 6/9 400 36.063
Harris 6/11 800 34.00-34.188
Harris 6/15 2500 35.063
Harris 6/16 700 35.625
Harris 6/18 2100 34.625-34.750
Harris 6/21 1100 34.438
Harris 6/25 400 34.875
Harris 6/28 7000 35.393
Harris 6/30 10,800 35.00-35.229
Harris 7/2 800 35.188
Harris 7/6 7100 35.063
Harris 7/9 2100 35.625
Harris 7/12 1400 35.625
Harris 7/13 400 35.500
Harris 7/16 6600 37.133-37.250
Harris 7/19 2500 36.093
Harris 7/20 6000 36.047
Harris 7/22 10400 33.938-34.500
Harris 7/26 2400 34.375
Harris 7/27 1200 33.813-33.313
Harris 7/28 700 33.188-33.313
Harris 8/4 6800 31.188-31.990
Harris 8/6 17300 30.188-30.375
Harris 8/9 17500 30.488-30.688
Harris 8/11 1200 30.688
Harris 8/12 4000 29.625
Harris 8/17 4100 29.938
Harris 8/18 1550 30.188-30.250
Harris 8/19 1700 30.438-30.563
Harris 8/20 147000 24.881-26.750
Harris 8/23 277800 24.403-25.250
Harris 8/24 118200 23.750-24.093
Harris 8/25 203450 23.655-24.00
Harris 8/26 1824000 23.375-24.25
Sells
Harris 6/1 2000 34.438
Harris 6/3 2100 35.188-35.875
Harris 6/8 4500 35.953
Harris 6/15 300 34.938
Harris 6/16 9400 35.375-36.688
Harris 6/25 200 34.250
Harris 6/28 800 35.00
Harris 7/6 20200 35.00
Harris 7/7 80300 34.938-35.173
Harris 7/23 8800 34.00
Harris 7/28 200 33.313
Harris 8/4 1000 31.500
Harris 8/9 700 30.438
Harris 8/12 3200 29.717
Harris 8/24 700 23.938
(d)
Persons other than Harris are entitled to receive all dividends and
proceeds from the sale of the securities. Of the 12,896,100 shares indicated as
shared power to dispose or direct the disposition of, 9,322,500 are owned by the
Oakmark Fund, which represents 5.80% of the outstanding shares.
(e)
Not applicable
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for advisory agreements with its clients that hold the
economic interest in the shares, neither Harris or its general partner has any
contracts, arrangements or understandings or relationships with respect to
securities of the issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Letter dated August 30, 1999, to Mr. Volney Taylor, Chairman and Ceo
of the issuer.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
DATED: August 30, 1999
/s/ Anita M. Nagler
Anita M. Nagler
Vice President
<PAGE>
August 30, 1999
Via Fax; Original Following By Overnight Delivery
Mr. Volney Taylor
Chairman & Chief Executive Officer
Dun & Bradstreet Corporation
1 Diamond Hill Road
Murray Hill, NJ 07573
Dear Mr. Taylor:
As we indicated to you in an August 25 meeting, Harris Associates
LP ("HALP") urges you to recommend to the Dun & Bradstreet
Corporation's Board of Directors that it engage an investment bank
to solicit offers for the Corporation to maximize the value of DNB
for its shareholders. We agree with you that DNB in a negotiated
transaction could be valued at a material premium. HALP further is
of the opinion such a premium could be more than double the
current stock price based on recent M&A activity in the information
industry. HALP, on behalf of its clients, owns over 12% of the stock
of DNB, including 9 million shares held by the Oakmark Fund and
3 million shares by the Oakmark Select Fund.
HALP believes Moody's and the DNB operating company are
among the premier information franchises in the world today and
are extremely valuable:
-- Moody's is one of two dominant participants in the global
credit rating business. DNB has reported that its revenues
have compounded at 17% per annum since 1980, that
margins are well in excess of 40%, and that reinvestment
requirements are minimal. HALP further believes that
growth prospects, especially abroad, continue to be excellent.
HALP is of the opinion that a strategic buyer might well pay
more than DNB's current market value for Moody's alone.
-- DNB operating company, HALP believes, is the leading
global repository and provider of business information.
Operating margins in the US are reported to be about 30%.
Outside the US DNB produces $516 million in revenue but
generates losses; HALP believes DNB's foreign operations
hold excellent potential to create additional shareholder
value. HALP further believes that DNB has substantial
promise for growth in excess of historical trends because 1)
DNB's database has huge potential for improving the
efficiency of business worldwide via the electronic
interchange of its information in such areas as procurement,
marketing, and risk management, and in enabling and
verifying commercial transactions on the internet; 2) the
DUNS number has exciting prospects as the universal
"social security number" for corporations; and 3) the Dun &
Bradstreet brand can be extended and leveraged into other
information areas.
Nearly three years after the split up of the old DNB, the DNB
operating company still has, in HALP's opinion, substantial
operational problems that are disturbingly reminiscent of persistent
difficulties existing prior to the split-up. HALP thinks recent events
strongly imply issues at DNB which make it highly unlikely the
corporation will be able to realize its full potential as an independent
entity. It is apparent to HALP that the broader investment
community has reached this conclusion as well -- since the stock's
peak of $40 in May, when the company's problems began to become
evident, DNB has lost over $2.5 billion in market value; since the
announcement of July's results alone DNB has given up $1 billion
in value. DNB stock now has significantly underperformed the
market since the split-up despite a strong stock market and large
gains for most information companies. Moody's continues to
perform admirably but that performance is going unrecognized and
unrewarded in the shadow of DNB operating company's problems.
HALP, a DNB shareholder since early 1996, has a history of being a
patient and supportive investor. Our proposal to the Board is in the
spirit of investors who seek to work together with the Board toward
our common goal, serving the interests of shareholders. Our
communication in this matter is direct because we believe there is an
urgent need to pursue a course that will capture the intrinsic value of
DNB for its owners, something highly unlikely to be achieved under
the status quo. The time is now -- the transactions market for
information businesses is robust, as recently evidenced by VNU's
acquisition of Nielsen Media Research. The huge gap between
DNB's current market value and its likely realizable transaction
value, combined with the great improbability that DNB can attain an
appropriate valuation as an independent company, are compelling
grounds for the Board to seek a transaction now. We urge it to
pursue such a course.
Sincerely,
Harris Associates L.P.
by:
/s/Robert Levy
Robert Levy
CEO and President
/s/William Nygren
William Nygren
Partner and Oakmark Select Fund Manager
312-621-0619
/s/Robert Sanborn
Robert Sanborn
Partner and Oakmark Fund Manager
/s/Henry Berghoef
Henry Berghoef
Partner and Equity Analyst
312-621-0386
cc: R. Glauber, V. Pelson, H. Adams, R. Kuehn, M. Quinlan, C.
Alexander, M. Evans,
H. McKinnell
