<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____3____)
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)
November 8, 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
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 20,533,924
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,325,024
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,208,900
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,533,924
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.76%
- -------------------------------------------------------------------------------
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 20,533,924
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,325,024
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,208,900
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,533,924
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.76%
- -------------------------------------------------------------------------------
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; Kristi Rowsell, 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 $508,156,380.
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, September 21, 1999, and October 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 November 8, 1999, Harris distributed the attached materials at a
shareholder informational meeting regarding the issuer. Harris believes such
materials do 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 November 5, 1999, Harris beneficially owned 20,533,924 shares, which
represents 12.76% 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: 20,533,924
(iii) sole power to dispose or to direct the disposition:
7,325,024
(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
--------------------- ------------------- ------------- ---------------
Buys
Harris 9/13 1300 30.9375
Harris 9/16 49300 28.750-30.375
Harris 9/17 1600 29.6875
Harris 9/20 5000 30.00
Harris 9/21 75000 30.1434
Harris 9/24 1700 29.4375-29.6058
Harris 9/27 11300 29.8125-30.00
Harris 9/29 8800 28.625-29.00
Harris 10/6 1500 29.1875
Harris 10/11 2500 29.98
Harris 10/12 7700 29.625
Harris 10/13 200 28.9375
Harris 10/14 1000 28.750
Harris 10/15 1300 26.6875
Harris 10/20 2800 27.6875-28.1875
Harris 10/21 500 27.875
Harris 10/28 2100 29.4375
Harris 11/2 2200 28.50-28.5625
Harris 11/3 1900 28.625-28.9375
Harris 11/5 2100 29.00
Sells
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
Harris 10/26 4500 29.875
Harris 10/27 2000 29.8125
Harris 11/4 600 29.4375
(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 5.79% 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 nor 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.
Materials distributed at the November 8, 1999, shareholder
informational meeting regarding 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: November 8, 1999
/s/ Robert M. Levy
Robert M. Levy
President
<PAGE>
Dun & Bradstreet
Shareholder Informational Meeting
November 8, 1999
Hosted by Harris Associates L.P.
Opening Comments
Good afternoon. Welcome to this informational meeting for Dun & Bradstreet
Corporation shareholders. We're delighted you've joined us. My name is Henry
Berghoef, I'm a partner at Harris Associates in Chicago. With me is my partner
Bill Nygren, who manages The Oakmark Select Fund, one of the major owners of DNB
stock in our firm. As I'm sure you know, we have filed several Form 13Ds with
the SEC calling on our Board to act to maximize shareholder value at Dun and
Bradstreet. We have urged the Board to solicit offers for the corporation, for
two reasons: first, because we believe the company's value in a transaction is
at a significant premium to the stock price and second, because we think it will
be difficult for other alternatives to deliver a present value competitive with
a transaction. This includes the option of a new CEO, which the board has
elected to pursue and which Board members described to us and to many of you in
meetings last week. We believe the number of potential CEO's who have the
successful track records, intimate knowledge of Dun & Bradstreet, and immediate
credibility on Wall Street necessary to implement a quick turnaround is
exceedingly small. We applaud the Board for taking the very positive step of
accepting the resignation of the former CEO and for expressing their goal of
maximizing shareholder value. We agree on the goal but differ on the
appropriate tactics.
Many Dun & Bradstreet shareholders contacted us asking for more information on
what we were doing. Because of that, and as the largest shareholder, we thought
it appropriate to organize this "town hall meeting", if you will, as a forum in
which the owners can have an open exchange of views on our company.
It's difficult to determine exactly how many Dun & Bradstreet shares are
represented in this room, but we are very confident, based on our information
and the Form 13F filings, that the number is over 47%. Making some educated
guesses we believe the actual number likely is 50% or more. We think that's an
impressive number. Your attendance tells us, and should demonstrate to the
Board, that the owners are concerned about their company and want to explore the
challenges and solutions.
Our plan this afternoon is to keep our gathering open and informal. Bill and I
will present a brief summary of how Harris Associates views the situation. We
will then open the gathering to comments or questions from the floor. We will
continue that until everyone has said their piece or until we run out of time.
Many of us are interested in one on one or small group conversations as well.
Those kinds of discussions are valuable and we welcome them after the conclusion
of this plenary gathering. To ensure an open exchange of views the press was
not admitted to this gathering but following, will be invited into the room to
speak with attendees who are so inclined. The meeting is not being recorded.
Public companies nowadays have their "safe harbor" disclaimers, and we have one
of our own - you can read it here on the screen. To summarize, we are here to
exchange views and opinions, or just to listen, and nothing more.
- - SLIDE ONE - -
In amending the proxy rules of 1992, the SEC specifically endorsed
improved communications among shareholders and stated that "the
purpose of the proxy rules themselves is 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 further action, no group will be formed and, of course, no proxies
will be solicited - the meeting is strictly informational.
-Harris Associates Invitation Letter
- - SLIDE TWO - -
Harris Associates L.P.
Chicago-based investment firm founded in 1976
- Utilize a fundamental, value-oriented investment approach
- Long-term investment horizon
- $14 billion under management, including The Oakmark Family of Funds
- - SLIDE THREE - -
Harris Associates L.P.
Dun & Bradstreet's largest shareholder
- Manage, on behalf of clients, over 20 million shares or 12.7%
of the shares outstanding
- DNB shareholder since 1996
- - SLIDE FOUR - -
Harris Associates L.P.
Not an "activist" investor, but we felt compelled to become active in DNB
- Huge gap between stock price and underlying value
- Complete lack of confidence in ability of incumbent leadership
to close that gap
- Concerned about possible erosion of the franchise without an
immediate change of course
<PAGE>
- - SLIDE FIVE - -
Comparable Transactions - Information/Publishing
Acquiror Acquired Company Year
VNU Nielsen Media Research 1999
- - Transaction Value ($ billions): 2.5
- - Transaction Value/Revenue
current year: 5.6x
forward year: 5.0x
- -Transaction Value/EBITDA
current year: 16x
forward year: 15x
Pearson, PLC Simon & Schuster 1998
- - Transaction Value ($ billions): 4.6
- - Transaction Value/Revenue
current year: 2.3
forward year: 2.2
- -Transaction Value/EBITDA
current year: 14x
forward year: 13x
Reed Elsevier Shepard's M. Bender 1998
Transaction Value ($ billions): 1.7
- - Transaction Value/Revenue
current year: 7.5
forward year: 7.0
- -Transaction Value/EBITDA
current year: 18x
forward year: 17x
EMAP Peterson Publishing 1998
Transaction Value ($ billions):1.5
- - Transaction Value/Revenue
current year: 4.8
forward year: 4.0
- -Transaction Value/EBITDA
current year: 16x
forward year: 15x
M.A.I.D. PLC Dialog 1997
Transaction Value ($ billions):0.4
- - Transaction Value/Revenue
current year: 1.0
forward year: 0.9
- -Transaction Value/EBITDA
current year: 16x
forward year: 15x
GUS, PLC Experian 1996
Transaction Value ($ billions):1.7
- - Transaction Value/Revenue
current year: 2.8
forward year: 2.5
- -Transaction Value/EBITDA
current year: 14x
forward year: 12x
Wolters Kluwer CCH, Inc. 1995
Transaction Value ($ billions):1.9
- - Transaction Value/Revenue
current year: 3.2
forward year: 3.0
- -Transaction Value/EBITDA
current year: 20x
forward year: 18x
Data from various sources and Harris Associates L.P. estimates.
- - SLIDE SIX - -
Dun & Bradstreet Corporation Valuation
(millions)
low Avg.
Est. 2000 Revenue* $2,083 $2,083
Est. 2000 EBITDA* $679 $679
Assumed Multiple 12x 15x
Gross Acquisition
value $8,148 $10,185
Less:
Est. year-end
'99 net debt $250 $250
Net tax liability $250 $250
Plus:
Cash from options exercise
(16.4 x $25) $410 $410
Net Acquisition
value $8,058 $10,095
Share Outstanding: 161MM
Options Outstanding: 16MM
Total 177MM 177 177
Acquisition value
per share $46 $57
Implied Multiple
of Revenue 3.9 4.9
*Average of four Wall Street analyst
estimates.
<PAGE>
- - SLIDE SEVEN - -
Benjamin Graham on Corporate Governance
"[There are]...two pernicious doctrines in the field of corporate
administration. The first is that directors have no responsibility for, or
interest in, the market price of their securities. The second is that outside
stockholders know nothing about the business and hence their views deserve no
consideration unless sponsored by the management.
...The two together afford management perfect protection against the necessity
of justifying to their stockholders the continuance of the business when the
weight of sound opinion points to better results for owners through liquidation
[sale]."
"[directors]...[should] recognize that if the business is not worth its
realizable value as a going concern it should be wound up."
"The conclusion stands out that liquidation [sale] is peculiarly an issue for
the stockholders. Not only must it be decided by their independent judgment and
preference, but in most cases the initiative and pressure to effect liquidation
must emanate from stockholders not on the board of directors."
Excerpts from "Is American Business Worth More Dead Than Alive" by Benjamin
Graham from Forbes, July 1, 1932. Reprinted in The Rediscovered Benjamin
Graham, Selected Writings of the Wall Street Legend by Janet Lowe, John Wiley &
Sons, 1999.
- - SLIDE EIGHT -
Moody's
Facts
- - One of two dominant participants in the global credit rating business
- - Very high barriers to entry
- - Revenues have compounded by 17% per year since 1980
- - Operating Margins about 45%
- - Minimal reinvestment requirements
- - Huge free cash flow
- - SLIDE NINE - -
Moody's 1998 Revenue Distribution
Corporate Ratings - 29%
Structured Product Ratings - 29%
Banking/Sovereign Financial
Institutions Ratings - 18%
Research/Risk Management - 11%
Public Finance Ratings - 13%
Source: Dun & Bradstreet 1998 Annual Report
- - SLIDE TEN - -
Moody's
Our beliefs
- - Growth prospects, especially abroad (28% of current revenue), continue to be
very good.
- - Value of Moody's is being masked by corporate parent's problems
- - A strategic buyer could pay nearly DNB's current market value for Moody's
alone ($290 mm EBITDA x 15 = $4.4 billion)
- - SLIDE ELEVEN - -
DNB Operating Company
Facts
- - The leading global repository and provider of business information
- - High barriers to entry
- - U.S. operating margins of about 30%, significant free cash flow
- - Non-U.S. operations produced $516 MM revenue ('98), but generated losses
- - SLIDE TWELVE - -
DNB Operating Company
Our beliefs
The operating company has substantial untapped growth opportunities:
- - DNB's database and the DUNS number have huge potential for B2B applications
worldwide in procurement, marketing, risk management and electronic
transactions, via electronic interchange of information
- - Non-U.S. operations can produce significant profits
- - The highly recognized Dun & Bradstreet brand can be extended and leveraged
into other information areas
DNB's franchise is intact. But DNB must move with speed and urgency to preserve
and expand it
<PAGE>
- - SLIDE THIRTEEN - -
Comparison of DNB Operating Company,
Moody's and Nielsen Media Research
Opco Opco
US Foreign Moody's NMR
1998
Financial Profile
Revenue Growth 8% 0% 17% 11%
EBIT Margins 30% -2% 45% 23%
EBITDA-
CE Margins 30% 4% 47% 15%
Improvement Potential
Reevenue Growth High High Low Moderate
Margins High Very High Low- Moderate
Moderate
Fcf Margins High Very High Low- Moderate
Moderate
Intangibles
Name Value High Moderate Very High High
Franchise Grade A C A+ A
Source: Harris Associates L.P.
<PAGE>
- - SLIDE FOURTEEN - -
DNB stock price vs. the S&P 500
Original page contained graph which reflected a 669.8% rise in the price of the
S&P 500 from December 31, 1984 to November 5, 1999, as compared to a 139.9% rise
in the stock price of DNB during the same period.
- - SLIDE FIFTEEN - -
DNB stock price relative to the S&P 500 since 11/96 Split Up
Original page contained graph which reflected that DNB's stock price
underperformed the S&P 500 by 20% since its November 1997 split up.
- - SLIDE SIXTEEN - -
DNB and NMR stock price relative to the S&P 500
Original page contained graph which reflected that DNB's stock price
underperformed the S&P 500 by 20% since January 2, 1998, as compared to NMR's
stock price which outperformed the S&P 500 by 145% since its June 1998 split up.
