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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): May 12, 2000
The Dun & Bradstreet Corporation
(Exact name of registrant as specified in its charter)
Delaware 1-14037 133998945
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
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.
Pursuant to a series of agreements, IMS Health Incorporated ("IMS
Health") and Nielsen Media Research, Inc. ("NMR") are jointly and severally
liable to pay one-half, and R.H. Donnelley Corporation (formerly known as The
Dun & Bradstreet Corporation and herein referred to as "Donnelley") the other
half, of any payments for taxes and accrued interest, arising from certain
potential tax liabilities after Donnelley pays the first $137 million. In
connection with Donnelley's 1998 distribution of all of the shares of The Dun &
Bradstreet Corporation (the "Company") to the stockholders of Donnelley, the
Company and Donnelley entered into an agreement whereby the Company has assumed
all potential liabilities of Donnelley arising from these tax matters and has
agreed to indemnify Donnelley in connection with such potential liabilities.
The Internal Revenue Service (the "IRS") is continuing its review of
the utilization of certain capital losses of Donnelley for the 1989 and 1990 tax
periods. On May 9, 2000, the IRS issued a summary report with respect to the
utilization of these capital losses. The Company expects a formal assessment
with respect to the utilization of these capital losses to be issued by the IRS
during the second quarter of 2000.
On May 12, 2000, an amended tax return was filed for the 1989 and 1990
tax periods which reflects $561.6 million of tax and interest due. The Company
paid the IRS approximately $349.3 million of this amount on May 12, 2000, which
the Company funded with short-term borrowings. IMS Health informed the Company
that it expects to pay to the IRS approximately $212.3 million prior to May 31,
2000, which IMS Health expects to fund with short-term borrowings. The payments
are being made to the IRS to stop further interest from accruing.
Notwithstanding the filing and payment, the Company intends to contest the
assessment of any additional tax or interest in excess of the amounts paid.
The Company had accrued its anticipated share of the probable liability
arising from the utilization of these capital losses in 1989 and 1990. As a
result, the Company does not believe that the final resolution of this matter
will have a material effect on its results of operations, cash flows or
financial position.
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SIGNATURE
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, thereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
By: /s/ David J. Lewinter
Name: David J. Lewinter
Title: Vice President and Corporate
Secretary
Date: May 24, 2000
