-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GhL3UmIADxwYAsqxnN1qDR1ORmEiYaVHqKgkBE7VlVvSt7nz+RpopPL3VCgh5YAy IfiSOaxPc90mjWj4o0em2w== 0000813917-99-000070.txt : 19991115 0000813917-99-000070.hdr.sgml : 19991115 ACCESSION NUMBER: 0000813917-99-000070 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP /DE/ CENTRAL INDEX KEY: 0001059556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 133998945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55475 FILM NUMBER: 99750607 BUSINESS ADDRESS: STREET 1: ONE DIAMOND HILL RD STREET 2: C/O DUN & BRADSTREET CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 9086655000 MAIL ADDRESS: STREET 1: ONE DIAMOND HILL RD STREET 2: C/O DUN & BRADSTREET CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: NEW DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19980728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS ASSOCIATES L P CENTRAL INDEX KEY: 0000813917 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 043276558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 BUSINESS PHONE: 312-621-0600 MAIL ADDRESS: STREET 1: 2 NORTH LASALLE STREET STREET 2: SUITE 500 CITY: CHICAGO STATE: IL ZIP: 60602-3790 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- 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 - ------------------------------------------------------------------------------- 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* 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 20,527,424 ---------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 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 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. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----