-----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, Cf6B+rAcwpzYrMHfEBLSm4ltZ1tXUgcBlb4XOssonj7OR6IEshgmf7OJz2gdhOuU TEyNuTrOuB6/i/papEZdhQ== 0000813917-99-000063.txt : 19990901 0000813917-99-000063.hdr.sgml : 19990901 ACCESSION NUMBER: 0000813917-99-000063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990831 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55475 FILM NUMBER: 99703268 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 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- SCHEDULE 13D (RULE 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________) 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) August 30, 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 20,191,784 ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,295,684 ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 12,896,100 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON 20,191,784 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.54% - ------------------------------------------------------------------------------- 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 20,191,784 ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,295,684 ---------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 12,896,100 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH FILING PERSON 20,191,784 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.54% - ------------------------------------------------------------------------------- 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; 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 L.P. at 399 Boylston, Boston, MA 02116. While Nvest L.P., a publicly traded reporting company (SEC File No. 1-9468), wholly owns Harris, it does not exercise control over Harris' investment decision making on behalf of its discretionary advisory clients. (d) Neither Harris, its General Patner, 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 Patner, 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 $498,795,909. ITEM 4. PURPOSE OF TRANSACTION. As disclosed in Amendment No. 4 to Schedule 13G as filed by Harris on February 24, 1999, 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 regarc 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 fidicuciary and regulatory obligations to Harris' advisory clients, change their plans and proposals as they relate to such matters. On August 30, 1999, Harris sent the attached letter, addressed to Mr. Volney Taylor, Chairman and CEO of the issuer. Such letter expresses Harris' opinion of a more effective means for the issuer to fully realize the value of its organization. Harris believes such letter does not constitute any plan or proposal relating to matters described in paragraph (c) of item 4. Nevertheless, Harris is filing this Schedule 13D without admitting that this filing is required. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of August 30, 1999, Harris beneficially owned 20,191,784 shares, which represents 12.54% 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: 20,191,784 (iii) sole power to dispose or to direct the disposition: 7,295,684 (iv) shared power to dispose or to direct the disposition: 12,896,100 (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 6/2 300 32.50 Harris 6/3 3800 35.125-36.125 Harris 6/4 800 36.750 Harris 6/8 1200 36.875 Harris 6/9 400 36.063 Harris 6/11 800 34.00-34.188 Harris 6/15 2500 35.063 Harris 6/16 700 35.625 Harris 6/18 2100 34.625-34.750 Harris 6/21 1100 34.438 Harris 6/25 400 34.875 Harris 6/28 7000 35.393 Harris 6/30 10,800 35.00-35.229 Harris 7/2 800 35.188 Harris 7/6 7100 35.063 Harris 7/9 2100 35.625 Harris 7/12 1400 35.625 Harris 7/13 400 35.500 Harris 7/16 6600 37.133-37.250 Harris 7/19 2500 36.093 Harris 7/20 6000 36.047 Harris 7/22 10400 33.938-34.500 Harris 7/26 2400 34.375 Harris 7/27 1200 33.813-33.313 Harris 7/28 700 33.188-33.313 Harris 8/4 6800 31.188-31.990 Harris 8/6 17300 30.188-30.375 Harris 8/9 17500 30.488-30.688 Harris 8/11 1200 30.688 Harris 8/12 4000 29.625 Harris 8/17 4100 29.938 Harris 8/18 1550 30.188-30.250 Harris 8/19 1700 30.438-30.563 Harris 8/20 147000 24.881-26.750 Harris 8/23 277800 24.403-25.250 Harris 8/24 118200 23.750-24.093 Harris 8/25 203450 23.655-24.00 Harris 8/26 1824000 23.375-24.25 Sells Harris 6/1 2000 34.438 Harris 6/3 2100 35.188-35.875 Harris 6/8 4500 35.953 Harris 6/15 300 34.938 Harris 6/16 9400 35.375-36.688 Harris 6/25 200 34.250 Harris 6/28 800 35.00 Harris 7/6 20200 35.00 Harris 7/7 80300 34.938-35.173 Harris 7/23 8800 34.00 Harris 7/28 200 33.313 Harris 8/4 1000 31.500 Harris 8/9 700 30.438 Harris 8/12 3200 29.717 Harris 8/24 700 23.938 (d) Persons other than Harris are entitled to receive all dividends and proceeds from the sale of the securities. Of the 12,896,100 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. Letter dated August 30, 1999, to Mr. Volney Taylor, Chairman and Ceo of the issuer. 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: August 30, 1999 /s/ Anita M. Nagler Anita M. Nagler Vice President August 30, 1999 Via Fax; Original Following By Overnight Delivery Mr. Volney Taylor Chairman & Chief Executive Officer Dun & Bradstreet Corporation 1 Diamond Hill Road Murray Hill, NJ 07573 Dear Mr. Taylor: As we indicated to you in an August 25 meeting, Harris Associates LP ("HALP") urges you to recommend to the Dun & Bradstreet Corporation's Board of Directors that it engage an investment bank to solicit offers for the Corporation to maximize the value of DNB for its shareholders. We agree with you that DNB in a negotiated transaction could be valued at a material premium. HALP further is of the opinion such a premium could be more than double the current stock price based on recent M&A activity in the information industry. HALP, on behalf of its clients, owns over 12% of the stock of DNB, including 9 million shares held by the Oakmark Fund and 3 million shares by the Oakmark Select Fund. HALP believes Moody's and the DNB operating company are among the premier information franchises in the world today and are extremely valuable: -- Moody's is one of two dominant participants in the global credit rating business. DNB has reported that its revenues have compounded at 17% per annum since 1980, that margins are well in excess of 40%, and that reinvestment requirements are minimal. HALP further believes that growth prospects, especially abroad, continue to be excellent. HALP is of the opinion that a strategic buyer might well pay more than DNB's current market value for Moody's alone. -- DNB operating company, HALP believes, is the leading global repository and provider of business information. Operating margins in the US are reported to be about 30%. Outside the US DNB produces $516 million in revenue but generates losses; HALP believes DNB's foreign operations hold excellent potential to create additional shareholder value. HALP further believes that DNB has substantial promise for growth in excess of historical trends because 1) DNB's database has huge potential for improving the efficiency of business worldwide via the electronic interchange of its information in such areas as procurement, marketing, and risk management, and in enabling and verifying commercial transactions on the internet; 2) the DUNS number has exciting prospects as the universal "social security number" for corporations; and 3) the Dun & Bradstreet brand can be extended and leveraged into other information areas. Nearly three years after the split up of the old DNB, the DNB operating company still has, in HALP's opinion, substantial operational problems that are disturbingly reminiscent of persistent difficulties existing prior to the split-up. HALP thinks recent events strongly imply issues at DNB which make it highly unlikely the corporation will be able to realize its full potential as an independent entity. It is apparent to HALP that the broader investment community has reached this conclusion as well -- since the stock's peak of $40 in May, when the company's problems began to become evident, DNB has lost over $2.5 billion in market value; since the announcement of July's results alone DNB has given up $1 billion in value. DNB stock now has significantly underperformed the market since the split-up despite a strong stock market and large gains for most information companies. Moody's continues to perform admirably but that performance is going unrecognized and unrewarded in the shadow of DNB operating company's problems. HALP, a DNB shareholder since early 1996, has a history of being a patient and supportive investor. Our proposal to the Board is in the spirit of investors who seek to work together with the Board toward our common goal, serving the interests of shareholders. Our communication in this matter is direct because we believe there is an urgent need to pursue a course that will capture the intrinsic value of DNB for its owners, something highly unlikely to be achieved under the status quo. The time is now -- the transactions market for information businesses is robust, as recently evidenced by VNU's acquisition of Nielsen Media Research. The huge gap between DNB's current market value and its likely realizable transaction value, combined with the great improbability that DNB can attain an appropriate valuation as an independent company, are compelling grounds for the Board to seek a transaction now. We urge it to pursue such a course. Sincerely, Harris Associates L.P. by: /s/Robert Levy Robert Levy CEO and President /s/William Nygren William Nygren Partner and Oakmark Select Fund Manager 312-621-0619 /s/Robert Sanborn Robert Sanborn Partner and Oakmark Fund Manager /s/Henry Berghoef Henry Berghoef Partner and Equity Analyst 312-621-0386 cc: R. Glauber, V. Pelson, H. Adams, R. Kuehn, M. Quinlan, C. Alexander, M. Evans, H. McKinnell -----END PRIVACY-ENHANCED MESSAGE-----