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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): September 30, 2000
MOODY'S CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-14037 13-3998945
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
99 CHURCH STREET
NEW YORK, NEW YORK 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212)553-0300
THE DUN & BRADSTREET CORPORATION
ONE DIAMOND HILL ROAD
MURRAY HILL, NEW JERSEY 07974
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events
On December 15, 1999, the Board of Directors of the Registrant announced a
preliminary decision to distribute to the holders of common stock of the
Registrant (the "Distribution") all of the common stock of the Registrant's
subsidiary, The New D&B Corporation ("New D&B"). On September 8, 2000, the
Registrant's Board of Directors formally approved the Distribution and declared
a dividend payable to each holder of record of the Registrant's common stock at
the close of business on September 20, 2000 (the "Record Date") of one share of
New D&B common stock for every two shares of the Registrant's common stock held
by such holder at the close of business on the Record Date. Certificates
representing shares of New D&B common stock will be mailed to stockholders of
the Registrant on or about October 2, 2000. The Registrant has received a
ruling from the Internal Revenue Service to the effect that the Distribution
will be tax-free to the Registrant and its stockholders.
As a result of the Distribution, the Registrant has been separated into
two independent publicly traded companies: (i) New D&B, a leading global
information company, and (ii) the Registrant, a leading global credit rating,
research and risk analysis firm.
New D&B is a Delaware corporation, the businesses of which consists of a
leading global information company -- Dun & Bradstreet, Inc., the leading
provider of business information and related decision-support services. In
connection with the Distribution, New D&B has changed its name to "The Dun &
Bradstreet Corporation". Shares of New D&B Common Stock are listed on the New
York Stock Exchange, Inc. (the "NYSE") under the symbol "DNB".
Moody's Investors Service, Inc., a subsidiary of the Registrant, provides
credit opinions, research and ratings on fixed-income securities, issuers of
securities and other credit obligations (the "Moody's Business"). The Moody's
Business will remain with the Registrant after the Distribution. As a result of
the Distribution, the Registrant has changed its name to "Moody's Corporation".
The Registrant's common stock will continue to trade on the NYSE after the
Distribution, but the symbol under which it trades has been changed from "DNB"
to "MCO".
As a result of the Distribution, the Registrant no longer has any
ownership interest in New D&B. In addition, New D&B does not have any ownership
interest in the Registrant.
New D&B and the Registrant have entered into certain agreements governing
the relationship between New D&B and the Registrant after the Distribution and
providing for the allocation of tax, employee benefits and certain other assets
and liabilities and obligations arising from periods prior to the Distribution,
including contingent liabilities relating to certain litigation. Forms of such
agreements are filed as Exhibits 10.1 to 10.8 to this Form 8-K.
In connection with the Distribution, the Registrant has borrowed
approximately $210 million under a new bank credit facility and expects to
issue $300 million of senior notes. A portion of the proceeds of this
indebtedness has been used to repay existing indebtedness of the Registrant
prior to the Distribution. New D&B will retain the obligation for approximately
$300 million of existing minority interest financing.
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Attached hereto as Exhibit 99.1 is the Information Statement dated as
of September 20, 2000 (the "Information Statement") which the Registrant has
sent to each of the record holders of its common stock as of the close of
business on the Record Date. The Information Statement contains additional
information regarding the Distribution and the Registrant. The following
sections of the Information Statement are included in Exhibit 99.1:
Questions and Answers About the Distribution
Information Statement Summary
Forward-Looking Statements
Risk Factors
The Distribution
Relationship Between the New D&B Corporation and Moody's
Corporation After The Distribution
Dividend Policies
Moody's Corporation Capitalization
Moody's Corporation Selected Financial Data
Moody's Corporation Management's Discussion and Analysis of
Financial Condition and Results of Operations
Moody's Corporation Business
Moody's Corporation Management and Executive Compensation
Moody's Corporation Security Ownership By Certain Beneficial Owners
and Management
Financial Statements - Moody's Corporation (pages F-49 to F-80
inclusive)
The information contained in the Information Statement under the
caption "Moody's Corporation Management and Executive Compensation--Moody's
Executive Officers" is supplemented to add the following with respect to
additional persons who have been elected as executive officers of the
Registrant:
Name, Position with Moody's
Corporation and Age Biographical Data
---------------------------- ------------------
Jeanne Dering, 44 .............. Ms. Dering joined Moody's Investors Service,
Senior Vice President, Chief Inc. in 1997 as managing director, finance
Financial Officer and Treasurer officer and became chief financial officer
of Moody's Investors Service, Inc. in 1998.
Ms. Dering assumed her current position with
Moody's on October 1, 2000. Prior to joining
she spent over ten years at The Dun &
Bradstreet Corporation in a number of
financial management positions, including
director of budgets & financial analysis and
director of financial planning-acquisitions
and new business development.
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John J. Goggins, 40............... Mr. Goggins joined Moody's Investors
Senior Vice President and Service, Inc. in February 1999 from
General Counsel Dow Jones & Company, where he served
as counsel for three years and was
responsible for securities,
acquisitions and general corporate
matters. Prior of Dow Jones, he was
an associate at Cadwalader, Wickersham
& Taft from 1985 to 1995, where he
specialized in mergers and
acquisitions. Mr. Goggins assumed
his current position with Moody's
on October 1, 2000.
Andrew E. Kimball, 50............. Mr, Kimball joined Moody's Investors
Senior Vice President - Service, Inc. in 1987 as a senior
Risk Management Services analyst in the Structured Finance Group.
He was named associate director in
Structured Finance in 1988 and then, in
1990, associate director of the newly-
formed Speculative Grade Ratings Group.
In 1994 he left the ratings side of the
firm to become managing director of
Corporate Ratings Services. He was
named managing director of Information
Management in 1997 and chief information
officer in 1998. He became Managing
Director of the Risk Management Services
of Moody's Investors Service, Inc. in
1999. Mr. Kimball assumed his current
position with Moody's on October 1, 2000.
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ITEM 7. Financial Statements: Pro Forma Financial Statements and Exhibits
(b) Pro Forma Financial Information
The information included in the section of the Information Statement
entitled "Moody's Corporation Pro Forma Condensed Financial Statements" is
incorporated herein by reference. Readers should note that notwithstanding the
legal form of the Distribution described above, whereby New D&B was "spun-off"
by the Registrant, because of the relative significance of the New D&B business
to the Registrant, New D&B is being treated as the "accounting successor" to
the Registrant for financial reporting purposes. The pro forma financial
statements incorporated by reference herein relate to the ongoing operations of
the Registrant after the Distribution.
(c) Exhibits
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Exhibit No. Description
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3.1 Restated Certificate of Incorporation of the Registrant dated
June 15, 1998, as amended effective June 30, 1998, and as further
amended effective October 1, 2000.
4.1 Specimen Common Stock certificate.
4.2 Five-Year Credit Agreement, dated as of September 11, 2000, among
the Registrant, certain subsidiaries of the Registrant, the
lenders party thereto, The Chase Manhattan Bank, as
administrative agent, Citibank, N.A., as syndication agent, and
The Bank of New York, as documentation agent.
4.3 364-Day Credit Agreement, dated as of September 11, 2000, among
the Registrant, certain subsidiaries of the Registrant, the
lenders party thereto, The Chase Manhattan Bank, as
administrative agent, Citibank, N.A., as syndication agent, and
The Bank of New York, as documentation agent.
10.1 Distribution Agreement, dated as of September 30, 2000, between
the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The
Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.2 Tax Allocation Agreement, dated as of September 30, 2000, between
the Registrant (f.k.a. The Dun & Bradstreet Corporation) and The
Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.3 Employee Benefits Agreement, dated as of September 30, 2000,
between the Registrant (f.k.a. The Dun & Bradstreet Corporation)
and The Dun & Bradstreet Corporation (f.k.a. The New D&B
Corporation).
10.4 Intellectual Property Assignments, dated as of September 1, 2000,
between the Registrant (f.k.a. The Dun & Bradstreet Corporation)
and The Dun & Bradstreet Corporation (f.k.a. The New D&B
Corporation).
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10.5 Shared Transaction Services Agreement, dated as of September 30, 2000,
between the Registrant(f.k.a. The Dun & Bradstreet Corporation) and The
Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.6 Data Services Agreement, dated as of September 30, 2000, between the
Registrant (f.k.a. The Dun & Bradstreet Corporation) and The Dun &
Bradstreet Corporation(f.k.a. The New D&B Corporation).
10.7 Transition Services Agreement dated as of September 30, 2000, between the
Registrant(f.k.a. The Dun & Bradstreet Corporation) and The Dun &
Bradstreet Corporation(f.k.a. The New D&B Corporation).
10.8 Insurance and Risk Management Services Agreement, dated as of September
30, 2000, between the Registrant(f.k.a. The Dun & Bradstreet Corporation)
and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
23.1 Consent of PricewaterhouseCoopers.
99.1 Information Statement, dated September 20, 2000.
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SIGNATURES
Pursuant in the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MOODY'S CORPORATION
By: /s/ John Goggins
------------------------------------
Name: John Goggins
Title: Senior Vice President
and General Counsel
Date: October 3, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation of the Registrant dated June 15, 1998, as amended effective June 30, 1998,
and as further amended effective October 1, 2000.
4.1 Specimen Common Stock certificate.
4.2 Five-Year Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the
Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as
syndication agent, and The Bank of New York, as documentation agent.
4.3 364-Day Credit Agreement, dated as of September 11, 2000, among the Registrant, certain subsidiaries of the
Registrant, the lenders party thereto, The Chase Manhattan Bank, as administrative agent, Citibank, N.A., as
syndication agent, and The Bank of New York, as documentation agent.
10.1 Distribution Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet
Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.2 Tax Allocation Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet
Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.3 Employee Benefits Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet
Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.4 Intellectual Property Assignments, dated as of September 1, 2000, between the Registrant (f.k.a. The Dun &
Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.5 Shared Transaction Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun &
Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.6 Data Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet
Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.7 Transaction Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The Dun & Bradstreet
Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
10.8 Insurance and Risk Management Services Agreement, dated as of September 30, 2000, between the Registrant (f.k.a. The
Dun & Bradstreet Corporation) and The Dun & Bradstreet Corporation (f.k.a. The New D&B Corporation).
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23.1 Consent of PricewaterhouseCoopers.
99.1 Information Statement, dated September 20, 2000.
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