SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 25, 1999
The Dun & Bradstreet Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-14037 133998945
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Diamond Hill Road, Murray Hill, N.J. 07974
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 665-5000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 25, 1999, The Dun & Bradstreet Corporation (the "Company")
announced that Volney (Terry) Taylor resigned as Chairman, Chief Executive
Officer and a director of the Company, effective immediately, and stated his
intention to retire from the Company at the end of the year.
The Board appointed Clifford L. Alexander, Jr., who is currently a Director,
as interim Chairman and Chief Executive Officer and intends to commence a
search immediately for a permanent Chairman and Chief Executive officer.
The Board will consider both external and internal candidates to succeed
Mr. Taylor. The Board also reduced its size to [9] members.
A copy of the Company's press release dated October 25, 1999 is filed
as Exhibit 99.1 hereto.
Item. 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated October 25, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
By: /s/ Nancy L. Henry
______________________________________________
Name: Nancy L. Henry
Title: Senior Vice President and Chief Legal Officer
Dated: October 26, 1999
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated October 25, 1999.
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DB
NEWS The Dun & Bradstreet Corporation
FOR IMMEDIATE RELEASE One Diamond Hill Road
October 25, 1999 Murray Hill, New Jersey 07974
Contacts: http://www.dnbcorp.com
Walter Montgomery 908.665.5377 (Media)
Sandy Parker 908.665.5098 (Investors)
THE DUN & BRADSTREET CORPORATION CHAIRMAN AND CHIEF EXECUTIVE
OFFICER VOLNEY TAYLOR TO RETIRE
Board Begins Search for New CEO; Clifford Alexander, a Director, Becomes
Chairman and CEO on Interim Basis
Murray Hill, New Jersey, October 25, 1999 - The Board of Directors of Dun &
Bradstreet Corporation (NYSE: DNB)today announced that Volney (Terry) Taylor
has resigned as Chairman, Chief Executive Officer and a Director of the
Company, effective immediately, and has stated his intention to retire from
the Company at the end of the year.
The Board has appointed Clifford L. Alexander, Jr., who is currently a
member of the Board of Directors, as interim Chairman and Chief Executive
Officer and intends to commence a search immediately for a permanent Chairman
and Chief Executive Officer. The Board will consider both external and
internal candidates to succeed Mr. Taylor. The Board also reduced its size to
9 members.
In a letter to the Board, Mr. Taylor said:
"I have enjoyed 27 years of hard work and professional fulfillment with
Dun & Bradstreet and have had the opportunity to manage virtually every
aspect of our diverse operations over the years. I believe that during my
tenure as Chairman and CEO, all of us at Dun & Bradstreet, working together,
have accomplished much toward building a unique and highly competitive
business. During this time, we have managed the Company through a very
challenging transition, sharpened the focus of our strong portfolio of
businesses, instituted cost-control programs, moved forward vigorously in
building our brands, and reduced debt. One important success story, of
course, has been the performance of Moody's, which we have clearly positioned
as the world's leading credit-rating agency.
"Recently, we have also begun a number of initiatives designed to
address growth issues in our Operating Company. We are moving in the right
direction by creating a new organizational structure, accelerating our plans
for the Internet, rationalizing our distribution channels, and leveraging Dun
& Bradstreet's globally recognized brand to capitalize on market
opportunities.
"Given where the Company stands today and in light of my own personal
and professional considerations, I believe it is appropriate that I
relinquish the positions of Chairman, CEO and Director and retire from the
Company. I will remain with Dun & Bradstreet until December 31st and of
course will provide whatever advice and counsel the Board may find helpful
while the search for my successor goes forward. I have had a most rewarding
career and am grateful for the many opportunities I have had to contribute to
the growth of this great enterprise. To everyone associated with D&B, I wish
to extend my sincerest best wishes for continued success."
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Mr. Alexander, the newly appointed Chairman and CEO, commented: "Dun &
Bradstreet is a preeminent provider of global business and financial
services, with unsurpassed worldwide information capabilities and two of the
most powerful brand names in our markets. Above all, we believe the Company
has the right strategy. Execution of that strategy, on the other hand, does
need to be more aggressive and consistent. Picking up where Terry is leaving
off with his many contributions and accomplishments, we will intensify the
Company's focus on building its key strengths through more efficient
execution and thereby enhance shareholder value. With the first-rate
management talent throughout the Company, our high-profile brand names
and positions of market leadership, Dun & Bradstreet has the resources
needed to meet the ever-changing competitive demands of our customers around
the world - and to create shareholder value.
"We are today initiating a search - both within and outside the Company
- - for a permanent Chairman and CEO. I will lead this search with the direct
involvement of the Board, looking for a new leader who will bring to the job
the strong strategic perspective and executional skills necessary to further
accelerate the growth of the Company and sustain it over the long term.
Concurrently, the Board and I will support in every way possible the
Company's dedicated, talented management team - including Frank Sowinski,
President of Dun & Bradstreet Operating Company, and John Rutherfurd,
President of Moody's Investors Service. Giving special emphasis to the
initiatives announced for the Dun & Bradstreet Operating Company, we will
take the steps necessary to realize the potential of this organization."
Mr. Alexander also praised Mr. Taylor's contribution to the Company:
"Terry Taylor has been tireless in his work for Dun & Bradstreet. He has
positioned the Company for future growth, through his leadership of our major
organizational transition over the past several years, improving the
Company's business portfolio, strengthening the balance sheet, launching key
operational initiatives in the Operating Company and managing the great
growth that has occurred at Moody's. We wish him well as he moves on to new
endeavors."
Mr. Taylor, 59, joined The Dun & Bradstreet Corporation in 1972, and
held senior management positions with Funk & Wagnalls and Reuben H.
Donnelley, both of which have since been divested by the Company. He has
served as Chairman and CEO of Dun & Bradstreet since 1996. He has been a
member of the Corporation's Board of Directors since 1984. Mr. Taylor began
his business career as an associate at McKinsey & Co., a management
consulting firm. He is a member of the Board of Directors of the U.S.-Japan
Business Council, and the Electronic Commerce Committee of the Transatlantic
Business Dialogue. In addition, Mr. Taylor is a member of The Conference
Board.
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Mr. Alexander, 66, joined the Board of Dun & Bradstreet as a Director in
1993. Since 1981, he has been President of Alexander & Associates, a firm
specializing in working with corporations to assist them in designing and
implementing programs to recruit and promote minorities and women in order to
strengthen their workforces. Mr. Alexander also served as Secretary of the
Army from 1977 to 1981, and was Chairman of the Board of the Panama Canal
Company during the same period. He served on the staff of the National
Security Council in the Kennedy administration, and was Chairman of the Equal
Employment Opportunity Commission from 1967 to 1969. He currently serves on
the boards of American Home Products, MCI Worldcom, IMS Health, Mutual of
America and the boards of several Dreyfuss funds. Mr. Alexander was graduated
from Harvard University with honors in 1955 and from Yale Law School in 1958.
The Dun & Bradstreet Corporation (NYSE: DNB) consists of the Dun &
Bradstreet operating company (D&B) and Moody's Investors Service. D&B is the
global leader in business-to-business credit, marketing and purchasing
information, and receivables management services. Moody's Investors Service
is the leading global provider of credit ratings, research, and analysis of
debt instruments for the capital markets. The Dun & Bradstreet Corporation
employs approximately 12,500 associates in 37 countries with majority-owned
entities and reported 1998 revenue of $1.93 billion. Additional information
is available at www.dnbcorp.com.
Certain statements in this press release, in general, and in the section
entitled "1999 Outlook" in particular, are forward looking. These may be
identified by the use of forward-looking words or phrases, such as "believe,"
"expects," "committed," "confident," "opportunities," "estimates," "achieve,"
"expectation," "determined," "anticipate," "should," "planned," "potential,"
"goal," and "target," among others. These forward-looking statements are
based on The Dun & Bradstreet Corporation's reasonable current expectations.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for such forward-looking statements. In order to comply with the terms of the
safe harbor, The Dun & Bradstreet Corporation notes that a variety of factors
could cause The Dun & Bradstreet Corporation's actual results and experience
to differ materially from the anticipated results or other expectations
expressed in such forward-looking statements. The risks and uncertainties
that may affect the operations, performance, development and results of The
Dun & Bradstreet Corporation's businesses include (1) complexity and
uncertainty regarding the development of new high technology products; (2)
loss of market share through competition; (3) introduction of competing
products or technologies by other companies; (4) pricing pressures from
competitors and/or customers; (5) changes in the business information and
risk management industries and markets; (6) the Company's ability to protect
proprietary information and technology or to obtain necessary licenses on
commercially reasonable terms; (7) the Company's ability to complete the
implementation of its Year 2000 and euro plans on a timely basis; (8) a
reduction in demand for the Company's products and services resulting from
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its customers' Year 2000 issues; (9) the possible loss of key employees to
investment or commercial banks, or elsewhere; (10) fluctuations in Foreign
currency exchange rates; (11) changes in the interest-rate environment; (12)
ability to motivate its sales force; 13) ability to achieve cost reductions;
14) changes in the regulatory environment affecting the Company's business,
and 15) the outcome of the IRS's review of the Company's utilization of
certain capital losses during 1989 and 1990 and the associated cash flow
implications. The Company undertakes no obligation to publicly release any
revision to any forward looking statement to reflect any future events or
circumstances.
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