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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. ____4____)
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 12, 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 20,527,424
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,318,524
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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
20,527,424
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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)
12.76%
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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 20,527,424
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,318,524
----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,208,900
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON
20,527,424
- -------------------------------------------------------------------------------
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
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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; 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 $508,974,397.
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, October 21, 1999, and November 8, 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. Harris and its General Partner may also, 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 12, 1999, Harris and Harris Associates Investment Trust (see
item 5(d)) forwarded two stockholder proposals to Mr. Mitchell Sussis, Corporate
Secretary of the issuer, for inclusion in the issuer's 2000 proxy statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
As of November 11, 1999, Harris beneficially owned 20,527,424 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: 20,527,424
(iii) sole power to dispose or to direct the disposition:
7,318,524
(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
Harris 11/8 2200 29.4858
Harris 11/9 500 29.00
Harris 11/10 700 28.6875
Sells
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
Harris 11/10 2600 28.750
(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, which
represents 5.79% of the outstanding shares, are owned by The Oakmark Fund, a
series of Harris Associates Investment Trust, a registered investment company
for which Harris is investment adviser.
(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.
Letters addressed to Mr. Mitchell Sussis, Corporate Secretary of the
issuer, and dated November 11, 1999, and two stockholders holder proposals to be
included in the issuer's 2000 proxy statement.
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 12, 1999
/s/Anita M. Nagler
Anita M. Nagler
Vice President
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November 11, 1999
Mitchell Sussis
Corporate Secretary
Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
Re: Submission of Stockholder Proposal
to be included in Dun & Bradstreet
Corporation's (the "Company") 2000
Proxy Statement
Dear Mr. Sussis:
Enclosed please find the stockholder proposal and supporting statement which we
hereby submit for inclusion in the Company's 2000 proxy statement pursuant to
Regulation 14a-8 of the Securities Exchange Act of 1934, as amended.
Harris Associates L.P. has owned at least one percent (1%) of the outstanding
common stock of the Company for the preceding year and intends to maintain such
ownership through the date of the Company's 2000 annual stockholder meeting. We
have also enclosed the Schedule 13G (with all amendments) and Schedule 13D (with
all amendments) which we have filed in connection with our beneficial ownership
of the Company's common stock.
If you would like to discuss this proposal or intend to object to the inclusion
of the proposal in the Company's 2000 proxy statement, please contact me at the
number listed below.
Very truly yours,
/s/Henry R. Berghoef
Henry R. Berghoef
Partner
Enclosures
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STOCKHOLDER PROPOSAL CONCERNING RIGHTS AGREEMENT
Resolution:
Resolved that the stockholders of Dun & Bradstreet Corporation (the
"Company") recommend that the Board of Directors immediately redeem the rights
issued pursuant to the Rights Agreement dated as of June 3, 1998, and refrain
from issuing any additional rights or adopting any amended or other Rights
Agreement unless and until otherwise recommended by the holders of a majority of
the outstanding Common Stock of the Company.
Supporting Statement:
A basic tenet of corporate governance is that the stockholders own the
Company and that they are perfectly capable of deciding, and in fact are
entitled to decide, on major corporate events. Stockholder rights plans, or
"poison pills," such as the one in effect at the Company deprive owners of that
right by deterring acquisition offers that potentially are in the best interests
of the Company's owners. We agree with Benjamin Graham, the "Father of Security
Analysis," who 67 years ago wrote that it is a "...pernicious doctrine in the
field of corporate administration " that "outside stockholders know nothing
about the business, and hence their views deserve no consideration unless
sponsored by the management." Graham further said, "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."
Poison pills can pose such an obstacle to a takeover that management and
boards become entrenched. We believe that such entrenchment, and the lack of
accountability that results, adversely affect stockholder value. Inherently
they also create potential conflicts of interest between boards/management and
owners, particularly when - - as here - - the former have little or no ownership
in the Company. Redemption of the pill would allow the Company's owners to
consider all tender offers, not just those endorse by incumbent boards.
A "poison pill" is particularly anti-stockholder in the case of the
Company, which we believe has experienced persistent significant operational
problems and whose stock has consistently sold at what we believe is a
substantial discount to private, or "intrinsic", value. The "poison pill"
deprives the Company's owners of the avenue most likely to be open to them to
achieve full value for their investment, namely the sale of the Company, because
the Rights Agreement forces potential acquirers to negotiate with the Board
rather than taking their offer directly to the owners. In the event a takeover
proposal which the Board feels is not in the interest of the stockholders is
presented directly to the stockholders, the Board can communicate that belief
and supporting rationale to the stockholders for their consideration.
We urge you to mark your proxy FOR this Proposal.
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November 11, 1999
Mitchell Sussis
Corporate Secretary
Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, New Jersey 07974
Re: Submission of Stockholder Proposal
to be included in Dun & Bradstreet
Corporation's (the "Company") 2000
Proxy Statement
Dear Mr. Sussis:
Enclosed please find the stockholder proposal and supporting statement which we
hereby submit for inclusion in the Company's 2000 proxy statement pursuant to
Regulation 14a-8 of the Securities Exchange Act of 1934, as amended.
Harris Associates Investment Trust has owned at least one percent (1%) of the
outstanding common stock of the Company for the preceding year and intends to
maintain such ownership through the date of the Company's 2000 annual
stockholder meeting. We have also enclosed the Schedule 13G (with all
amendments) which we have filed in connection with our beneficial ownership of
the Company's common stock and the Schedule 13G filed by Harris Associates L.P.
as December 13, 1997, which describes, in Item 4 thereto, our ownership of
Company common stock during the period between December 31, 1997 and December
31, 1998.
If you would like to discuss this proposal or intend to object to the inclusion
of the proposal in the Company's 2000 proxy statement, please contact me at the
number listed above.
Very truly yours,
/s/William C. Nygren
William C. Nygren
Partner
Enclosures
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STOCKHOLDER PROPOSAL CONCERNING BOARD SIZE AND CLASSIFICATION
Resolution:
Resolved that the stockholders of Dun & Bradstreet Corporation (the
"Company") urge that the Board of Directors take the necessary steps to
declassify the Board for the purpose of director elections, and that prior to
such declassification the Board of Directors not increase Board size in response
to stockholder election of new directors not nominated by the incumbent
directors.
Supporting Statement:
The most fundamental right of stockholders is the ability to elect
directors. Directors are the fiduciaries, the agents, of owners who on the
owner's behalf conduct the affairs of the Company in a manner that advances the
interests of the owners. It is the most fundamental right of stockholders
because they, even though they are the owners of the Company, have no other
binding and direct mechanism of expressing their will in the conduct of the
Company than via election of directors. Board elections are critical to
exercise of their franchise as owners. We believe that any abridgement or
limitation on the exercise of that right leads to entrenchment of Board members,
a circumstance that in turn is likely to lead to lack of accountability to
stockholders.
We therefore believe it is the right of stockholders to be able to vote
for Board members each year, to hold them accountable annually for their conduct
of the Company's affairs. We also believe that, should stockholders elect
directors not initially nominated by the Board of Directors, incumbent directors
should not be able to add to the Board additional directors of their choosing
via Board appointments so long as the Board remains classified. The latter
method of adding directors would dilute the voting power of directors elected by
the stockholders and would serve to further entrench incumbent Board members,
effectively disenfranchising stockholders and perpetuating the lack of
accountability. We are specifically concerned that a classified Board, or a
Board seeking to dilute influence of directors elected by the stockholders
without endorsement by the Board, in evaluating strategic alternatives may
choose actions not in the stockholders' best interests.
A staggered Board is particularly anti-stockholder in the case of the
Company, which we believe has experienced persistent significant operational
problems and whose stock has consistently sold at what we believe is a
substantial discount to private, or "intrinsic", value. Managements and boards
typically assert that staggered boards "provide continuity," but we believe that
in the case of the Company continuity is not necessarily in the owners' best
financial interests.
We urge you to mark your proxy FOR this Proposal.
