<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. ____1____)
DUN & BRADSTREET
______________________________________________________________________________
(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)
September 21, 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 20,293,874
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,344,274
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
12,949,600
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,293,874
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.60%
- -------------------------------------------------------------------------------
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 20,293,874
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,344,274
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
12,949,600
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,293,874
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.60%
- -------------------------------------------------------------------------------
14 TYPE OF FILING PERSON*
CO
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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 Partner, 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 Partner, nor any of its officers or directors,
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 $501,831,187.
ITEM 4. PURPOSE OF TRANSACTION.
As disclosed in Amendment No. 4 to Schedule 13G as filed by Harris on
February 24, 1999, and its initial Schedule 13D as filed on August 31, 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 regard 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 fiduciary and regulatory
obligations to Harris' advisory clients, change their plans and proposals as
they relate to such matters.
On September 21, 1999, Harris sent the attached letter, addressed to Mr.
Volney Taylor, Chairman and CEO of the issuer. Such letter is responsive to the
issuer's September 15, 1999, press release and requests, among other things,
that the issuer call a special meeting of its shareholders to obtain a vote on
(i) whether its Board should solicit bids for the issuer and (ii) whether the
issuer's poison pill should be redeemed. Harris believes such letter does not
constitute any plan or proposal relating to matters described in paragraph (c)
of item 4. Nevertheless, Harris is filing this Amendment to its Schedule 13D
without admitting that this filing is required.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
As of September 21, 1999, Harris beneficially owned 20,293,874 shares,
which represents 12.60% 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: 20,293,874
(iii) sole power to dispose or to direct the disposition:
7,344,274
(iv) shared power to dispose or to direct the disposition:
12,949,600
(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 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
Harris 9/13 1300 30.937
Harris 9/16 49300 28.750-30.375
Harris 9/17 3600 29.687-29.937
Harris 9/21 50000 30.00
Sells
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
Harris 8/31 750 25.562-25.625
Harris 9/2 4000 25.750
Harris 9/9 1300 28.812-30.062
Harris 9/16 350 29.00
(d)
Persons other than Harris are entitled to receive all dividends and
proceeds from the sale of the securities. Of the 12,949,600 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
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 September 21, 1999, to Mr. Volney Taylor, Chairman and
CEO of the issuer.
<PAGE>
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: September 21, 1999
/s/ Anita M. Nagler
Anita M. Nagler
Vice President
Via Fax; Original Following By
Overnight Delivery
September 21, 1999
Mr. Volney Taylor
Chairman and Chief Executive Officer
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974-0030
Dear Mr. Taylor:
Harris Associates in its August 30 letter attempted in a constructive
spirit to call the Board's attention to what we believe is the huge gap
between Dun & Bradstreet's market price and its intrinsic value, and to
what we consider to be longstanding, profound operational shortcomings
at the Company which we think are the cause of that gap. We also
indicated to you our conclusion that the only appropriate course to
capture that intrinsic value for owners is to solicit bids for the
Company. We base these judgements on our observations in more than
three years as a major DNB owner. We regret now to note your September
15 press release, which appears to be your stonewalling non-response to
us and the numerous other owners of the company who (as we are led to
believe) contacted you to urge that you solicit bids for the Company.
Since you have chosen not to acknowledge communications from your
owners, on behalf of the 12.5% of your owners that we represent we now
want to emphasize the following to you and the Board:
Your comment "We remain convinced we have the right
strategy" astounds us. We see no conceivable way the
present DNB strategy can achieve a stock value even
approaching, much less exceeding, what we believe can be
realized in a sale.
We consider it incomprehensible for you to suggest that
DNB's operating problems can be solved with a single
internal executive move or by an undefined period of "close
monitoring" by the Board. This "strategy" only increases
our concern that the Company's superior franchise, which you
appropriately highlighted in the release, could erode
without faster and more decisive initiatives by the Company.
With regard to the status quo:
DNB-US's problems, we believe, are not limited to
disquietingly dismal performance in July -- that month
was the culmination of underlying issues that have
persisted for years. The course of DNB-US's near-term
operating results thus is irrelevant to our position
that DNB should be sold.
DNB-Europe/Asia Pacific/Latin America/Canada still
loses money despite continual management efforts to
improve it. We have heard that a joke in the halls of
DNB is: "We are working on our seventh consecutive
annual three-year plan to fix DNB-Europe." We find
this lack of urgency to be particularly worrisome now
that the Company faces a changing business model and
growing competition on the web.
We are astonished the Board did not mention its
responsibility or commitment to maximizing its owners' worth
in the Company. This is the case even though you
acknowledge that DNB's intrinsic value is far higher than
the current stock price, a circumstance which we think cries
out for decisive Board action.
As representatives of the owners of 12.5% of Dun & Bradstreet we
request that you:
Disclose in detail all written and verbal communications you
have received from the owners of the Company since the
filing of our Schedule 13D. We believe that with your
brush-off mention of "shareholder concerns" you clearly are
trying to avoid admitting that a large percentage of your
owners are urging you, their fiduciaries, to listen to them
and respond. We cannot imagine a valid reason for not
disclosing this material information to the Company's
owners.
Call promptly a special shareholder meeting. We are asking
this of you or the Board because your anti-owner defensive
charter documents prohibit owners from calling a special
meeting. What logic can there possibly be for continuing to
disenfranchise us as owners, particularly when, as we
believe, so many of us wish a specific course of action?
The purpose of the meeting would be to ask the Company's
owners to vote whether:
-- the Board should solicit bids for the Company; and
-- the Company's poison pill should be redeemed.
We believe one of a Board of Directors's paramount goals must be to
achieve a stock price that fairly reflects a firm's intrinsic worth.
We reiterate our strong conviction that the sale of The Dun &
Bradstreet Corporation is the only appropriate avenue to maximize its
value for its owners -- we can envision no other steps that can deliver
a comparable present value. We would welcome a face-to-face meeting
with the Board to explain our position in more detail. We are
determined to obtain what rightfully belongs to our clients as owners
of Dun & Bradstreet. We will not go away.
Sincerely,
Harris Associates L.P.
by:
/s/Robert Levy
Robert Levy
President & Chief Executive Officer
/s/William Nygren
William Nygren
Partner & Oakmark
Select Fund Manager
312-621-0619
/s/Robert Sanborn
Robert Sanborn
Partner & Oakmark Fund Manager
/s/Henry Berghoef
Henry Berghoef
Partner & Equity Analyst
312-621-0386
cc: R. Glauber, V. Pelson, H. Adams,
R. Kuehn, M. Quinlan, C. Alexander,
M. Evans, H. McKinnell
