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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
DUN & BRADSTREET
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
26483B106
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP NO. 26483B106
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates L.P. 04-3276558
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
None
6.
SHARED VOTING POWER
18,939,228
7.
SOLE DISPOSITIVE POWER
7,164,328
8.
SHARED DISPOSITIVE POWER
11,774,900
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,939,228
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.77%
12.
TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 26483B106
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harris Associates Inc. 04-3276549
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5.
SOLE VOTING POWER
None
6.
SHARED VOTING POWER
18,939,228
7.
SOLE DISPOSITIVE POWER
7,164,328
8.
SHARED DISPOSITIVE POWER
11,774,900
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,939,228
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.77%
12.
TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1(a) Name of Issuer:
Dun & Bradstreet
1(b) Address of Issuer's Principal Executive Offices:
One Diamond Hill Road
Murray Hill, NJ 07974
Item 2(a) Name of Person Filing:
Harris Associates L.P. ("Harris")
Harris Associates Inc. ("General Partner")
2(b) Address of Principal Business Office or, if none, Residence:
Both Harris and the General Partner maintain
their principal offices at:
Two North LaSalle Street, Suite 500
Chicago, IL 60602-3790
2(c) Citizenship:
Harris is a Delaware limited partnership.
The General Partner is a Delaware corporation.
2(d) Title of Class of Securities:
Common Stock, $0.01 Par Value (the "Shares")
2(e) CUSIP Number:
26483B106
Item 3 If this statement if filed pursuant to Rules 13d-1(b), or 13d-2(b):
Not applicable.
Item 4 Ownership (at December 28, 1999):
4(a) By reason of advisory and other relationships with the
person who owns the Shares, Harris may be deemed to be
the beneficial owner of the following shares:
18,939,228
4(b) Percent of Class:
11.77%
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4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
None
(ii) shared power to vote or to direct the vote:
18,939,228
(iii) sole power to dispose or to direct the disposition of:
7,164,328
(ii) shared power to dispose or to direct the disposition of:
11,774,900
Harris has been granted the power to vote Shares in
circumstances it determines to be appropriate in connection
with assisting its advised clients to whom it renders
financial advice in the ordinary course of its business,
by either providing information or advice to the persons
having such power, or by exercising the power to vote.
In addition, Harris serves as investment adviser to the Harris
Associates Investment Trust (the "Trust"), and various of Harris'
officers and directors are also officers and trustees of the Trust.
Harris does not consider that the Trust is controlled by such
persons. The Trust, through its various series, owns 11,640,600
Shares, which are included as Shares over which Harris has shared
voting and dispositive power, and thus, as Shares beneficially
owned by Harris because of Harris' power to manage the Trust's
investment. In addition, Harris serves as investment adviser to a
small number of other clients who may own Shares, but for which
Harris does not have discretionary authority. Nevertheless, if
owned by such clients, these Shares are included as Shares over
which Harris has shared voting and dispositive power, although
Harris may not be deemed the beneficial owner (as defined in Rule
13d-3) of such shares.
Harris is filing this initial Schedule 13G following several
months of reporting on Schedule 13D, as more fully describe
in the attached letter to Dun & Bradstreet Corp.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
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Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
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: December 29, 1999
Harris Associates, Inc., for itself and, as
general partner for Harris Associates L.P.
By:/s/Anita M. Nagler
Anita M. Nagler
Vice President
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December 29, 1999
Mr. Clifford Alexander
Acting Chairman and Chief Executive Officer
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974-1218
Dear Mr. Alexander:
Since initially converting its filing for its holdings of the Dun &
Bradstreet Corporation to a Schedule 13D at the end of August, Harris
Associates consistently has urged the Board of Directors to solicit offers
for the Corporation. We continue to believe sale of Dun & Bradstreet would
be the most productive and expeditious avenue to maximize shareholder value.
We recognize, however, that there are other paths to build shareholder value
and that you and the Board have taken important steps toward that goal, most
recently in announcing the intention to split the Company into two separate
entities. In recognition of that progress, and in anticipation of further
Board action to maximize shareholder value, we now believe it is most
appropriate to return to our Schedule 13G filing status. As we believe you
have acknowledged, the single most important remaining issue is permanent
leadership for the new independent entities, particularly the Dun &
Bradstreet operating company. Harris Associates believes there is an
extremely limited number of potential CEO's who have the successful track
record, knowledge of Dun and Bradstreet, dynamism, vision, and credibility
with investors necessary to implement a speedy and successful turnaround.
We are convinced that all these criteria can be met only by someone not
currently at the Corporation. We further believe that such an individual
should be put into place as soon as possible and want to give you our
fullest support toward attaining that objective.
We understand that our common goal is to maximize shareholder value at The
Dun & Bradstreet Corporation, and look forward to further communication with
you and the Board regarding issues of importance to shareholders.
Sincerely,
Harris Associates L.P.
by:
/s/ William Nygren
William Nygren
Partner & Oakmark Select Fund Manager
/s/Robert Levy
Robert Levy
President & Chief Executive Officer
/s/Robert Sanborn
Robert Sanborn
Partner & Oakmark Fund Manager
/s/Henry Berghoef
Henry Berghoef
Partner & Equity Analyst
