Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
MOODY'S CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-3998945
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
Moody's Corporation
99 Church Street
New York, New York 10007
(Address, including zip code, of Registrant's principal executive office)
THE PROFIT PARTICIPATION PLAN OF MOODY'S CORPORATION
(Full title of the Plan)
__________________
John J. Goggins
Senior Vice President and General Counsel
Moody's Corporation
99 Church Street
New York, New York 10007
(212) 553-0300
(Name, address, including zip code, and telephone number,
including area code, of Registrant's agent for service)
Copies to:
Richard A. Garvey, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
__________________
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
------------------- ------------ -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock, $0.01
par value per share<F1> 750,000 $23.47<F2> $17,602,500.00<F2> $4,647.06<F2>
---------------
<FN>
<F1> Includes Preferred Share Purchase Rights which, prior to the
occurrence of certain events, will not be exercisable or evidenced
separately from the Common Stock.
<F2> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have
been computed on the basis of the average of the high and low
prices of the Common Stock reported on the New York Stock Exchange
Composite Tape on October 11, 2000.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Moody's Corporation (formerly The Dun &
Bradstreet Corporation) (the "Company" or the "Registrant") with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ending March 31, 2000 and June 30, 2000.
(c) The Company's Current Reports on Form 8-K filed on May 25,
2000, September 29, 2000 and October 3, 2000.
(d) The description of the Company's capital stock contained in
the Form 10/A-2 Registration Statement filed on June 18,
1998 pursuant to the Exchange Act (file no. 1-14037) (the
"Form 10 Registration Statement").
(e) The description of the Company's Preferred Share Purchase
Rights contained in the Company's Current Report on Form 8-
K dated September 29, 2000.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement indicating that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement
and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
John J. Goggins, Esq., Senior Vice President and General Counsel of
the Company has rendered an opinion as to the legality of the Common
Stock offered hereby. Mr. Goggins holds options for shares in the Company.
2
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer, director,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.
The Company's Certificate of Incorporation provides that the Company
shall indemnify directors and officers made party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, including appeals, to the fullest extent
permitted by the laws of the State of Delaware. Such indemnification
shall continue after an individual ceases to be an officer or director
and shall inure to the benefit of the heirs, executors and administrators
of such person. The Company's Certificate of Incorporation also provides
that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of
the State of Delaware as the same exists or may hereafter be amended.
The indemnification rights conferred by the Certificate of
Incorporation of the Company are not exclusive of any other right to
which a person seeking indemnification may otherwise be entitled. The
Company will also provide liability insurance for the directors and
officers for certain losses arising from claims or charges made against
them while acting in their capacities as directors or officers.
3
<PAGE>
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Restated Certificate of Incorporation of the Company, as
amended, effective June 30, 1998 and as further amended
October 1, 2000 (incorporated herein by reference to Exhibit
3.1 to the October 3, 2000 Form 8-K)
4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form 10 Registration Statement)
4.3 The Amended and Restated Rights Agreement, dated as of
September 27, 2000, between the Company and EquiServe Trust
Company, N.A. (incorporated herein by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K filed on September 29,
2000)
5 Opinion of John J. Goggins, Esq., Senior Vice President and
General Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John J. Goggins (included in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement (except to the extent the information
required to be included by clauses (i) or (ii) is contained in periodic
reports filed by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference into this Registration
Statement);
<PAGE>
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement.
(2) That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
4
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and each filing of the Profit Participation
Plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(5) To submit The Profit Participation Plan and any amendments to such
plan to the Internal Revenue Service (the "IRS") in a timely manner and
to make all changes required by the IRS in order to qualify such plan
under Section 401 of the Internal Revenue Code of 1986.
(6) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York,
on this 12th day of October, 2000.
MOODY'S CORPORATION
(Registrant)
By /s/ John J. Goggins
_________________________________________
John J. Goggins
Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
* John Rutherfurd, Jr. President, Chief Executive October 12, 2000
____________________ Officer and Director
John Rutherfurd, Jr. principal executive officer)
/s/Jeanne Dering Senior Vice President and October 12, 2000
___________________ Chief Financial Officer and
Jeanne Dering Treasurer (principal financial
and accounting officer)
* Hall Adams, Jr Director October 12, 2000
____________________
Hall Adams, Jr.
* Clifford L. Alexander, Jr. Director October 12, 2000
__________________________
Clifford L. Alexander, Jr.
* Mary Johnston Evans Director October 12, 2000
_____________________
Mary Johnston Evans
* Robert R. Glauber Director October 12, 2000
_____________________
Robert R. Glauber
* Henry A. McKinnell, Jr. Director October 12, 2000
_____________________
Henry A. McKinnell, Jr.
By /s/ John J. Goggins October 12, 2000
_____________________
*Attorney-in-Fact
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 12 day of October 2000.
The Profit Participation Plan of
Moody's Corporation
By: /s/ Debra Perry
______________________________
Name: Debra Perry
Title: Senior Vice President
Chief Administrative Officer
7
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
4.1 Restated Certificate of Incorporation of the Company, as
amended, effective June 30, 1998 and as further amended
October 1, 2000 (incorporated herein by reference to
Exhibit 3.1 to the October 3, 2000 Form 8-K)
4.2 By-Laws of the Company (incorporated herein by reference to
Exhibit 3.2 to the Form 10 Registration Statement)
4.3 The Amended and Restated Rights Agreement, dated as of
September 27, 2000, between the Company and EquiServe Trust
Company, N.A. (incorporated herein by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K filed on
September 29, 2000)
5 Opinion of John J. Goggins, Senior Vice President and
General Counsel
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of John J. Goggins (included in Exhibit 5)
24 Power of Attorney
