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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. ____2____)
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)
October 19, 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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,535,124
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,326,224
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PERSON WITH 10 SHARED DISPOSITIVE POWER
13,208,900
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,535,124
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.75%
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14 TYPE OF FILING PERSON*
IA
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1 NAME OF FILING PERSONS
SS OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS
Harris Associates Inc.
04-3276549
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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 20,535,124
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,326,224
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,208,900
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,535,124
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.75%
- -------------------------------------------------------------------------------
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 Companies, L.P, at 399 Boylston, Boston, MA
02116. Nvest Companies, L.P. is a limited partnership affiliated with Nvest,
L.P., a publicly traded reporting company (SEC File No. 1-9468). While Harris
is wholly owned by Nvest Companies, L.P., Harris exercises its investment and
voting powers independently of Nvest Companies, L.P. and its control persons,
which do not have any direct or indirect control over the securities held in
Harris accounts.
(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 $508,013,662.
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 and amending Schedules 13D as filed on August
31, 1999, and September 21, 1999, respectively, 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 October 19, 1999, Harris distributed the attached press release which
invites shareholders of the issuer and interested parties to an informational
meeting regarding the issuer. Harris believes such press release 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 October 19, 1999, Harris beneficially owned 20,535,124 shares, which
represents 12.75% 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: 20,535,124
(iii) sole power to dispose or to direct the disposition:
7,326,224
(iv) shared power to dispose or to direct the disposition:
13,208,900
(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 8/20 170000 24.881-26.750
Harris 8/23 284800 24.4026-25.25
Harris 8/24 126700 23.750-23.9375
Harris 8/25 172450 23.375-24.00
Harris 8/26 2588800 23.375-24.250
Harris 9/13 1300 30.9375
Harris 9/16 49300 28.750-30.375
Harris 9/17 1600 29.6875
Harris 9/20 5000 30.000
Harris 9/21 75000 30.1434
Harris 9/24 1700 29.4375-29.605
Harris 9/27 11300 29.8125-30.00
Harris 9/28 1200 28.9375
Harris 9/29 8300 28.625-28.937
Harris 10/6 1500 29.1875
Harris 10/11 2500 29.980
Harris 10/12 7700 29.625
Harris 10/13 200 28.9375
Harris 10/14 1000 28.750
Harris 10/15 1300 26.6875
Sells
Harris 8/24 700 23.9375
Harris 8/31 750 25.562-25.625
Harris 9/2 4000 25.750
Harris 9/9 1300 28.8125-30.0625
Harris 9/16 350 29.00
Harris 9/23 800 29.500
Harris 9/28 650 28.5625
Harris 9/29 500 29.00
Harris 9/30 1700 29.8125
Harris 10/4 700 29.5625
Harris 10/11 300 30.1875
(d)
Persons other than Harris are entitled to receive all dividends and
proceeds from the sale of the securities. Of the 13,208,900 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.
Press release inviting all shareholders of the issuer and interested
parties to attend an informational meeting.
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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: October 21, 1999
/s/ Anita M. Nagler
Anita M. Nagler
Vice President
FOR IMMEDIATE RELEASE
For further information, contact:
Henry Berghoef
Harris Associates L.P.
(312) 621-0386
Harris Associates Invites
Shareholders and Interested Parties to
Informational Meeting on
Dun & Bradstreet Corporation
Harris Associates L.P., Dun & Bradstreet Corporation's largest
shareholder, controlling on behalf of its clients about 12.60% of
shares outstanding, cordially invites Dun & Bradstreet shareholders
and potential shareholders to an informational meeting for owners to
be held Monday, November 8, 1999, at 3 PM in the Drawing Room on the
2nd floor of the Hotel Intercontinental, 111 East 48th Street, New York.
The purpose of the meeting is to provide Dun & Bradstreet owners
with a forum to exchange comments and opinions on the state of affairs
at the Corporation, a "town hall meeting" where DNB owners can discuss
issues of common interest. Harris Associates has called for action
to maximize shareholder value at the Corporation via two letters to
the Board, dated August 30 and September 21, 1999, which were attached
to Schedule 13D filings. Harris' September 21 letter called for a
special shareholder meeting. Since the Board has not responded,
Harris feels it is appropriate, as DNB's largest owner, to organize a
symposium at which the Company's owners can air views on these issues.
Harris will present its opinions and invite other owners to do the
same or, if they wish, simply listen to what fellow owners have to
say. DNB management has been invited to make a presentation and
outside analysts may also be present to provide their opinions.
In amending the proxy rules in 1992, the SEC specifically
endorsed improved communications among shareholders and stated that
"the purpose of the proxy rules themselves are better served by
promoting free discussion, debate, and learning among shareholders and
interested persons..." No one will be asked to make any commitments
regarding any future action, no group will be formed and, of course,
no proxies will be solicited, the meeting is strictly informational.
Please call Jane Nelson at Harris Associates at (312) 621-0589 to
register. Harris believes the gathering can be of benefit to all
owners by providing an avenue to express our views as Company
shareholders. Harris is confident a significant percentage of the
Company's ownership will be represented at the meeting.
Harris Associates L.P. is a Chicago investment management firm
managing over $13 billion in domestic equities in the Oakmark family
of mutual funds as well as institutional and individual accounts.
Note to the media: To address concerns of attendees that all
discussions be off the record, media representatives will not be
allowed in the meeting. However, Harris Associates and other
attendees who wish to participate will make themselves available to
the media after the meeting.
