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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 2000
REGISTRATION NO. 001-15967
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10/A-1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
THE NEW D&B CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 22-3725387
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE DIAMOND HILL ROAD 07974
MURRAY HILL, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(908) 665-5000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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<S> <C>
Common Stock, par value $0.01 per share New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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ITEM 1. BUSINESS
The information required by this item is contained under the sections "The
New D&B Corporation Business", "The New D&B Corporation (Accounting Successor to
D&B) Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Risk Factors", "Financial Statements--The Dun & Bradstreet
Corporation" and "Forward-Looking Statements" of, and in the "Financial
Statements--The Dun & Bradstreet Corporation" in, the revised Preliminary
Information Statement dated August 17, 2000 included herewith as Exhibit 99.1
(the "Information Statement") and such sections are incorporated herein by
reference.
ITEM 2. FINANCIAL INFORMATION
The information required by this item is contained under the sections "The
New D&B Corporation (Accounting Successor to D&B) Selected Financial Data", "The
New D&B Corporation (Accounting Successor to D&B) Management's Discussion and
Analysis of Financial Condition and Results of Operations", "Risk Factors" and
"Forward-Looking Statements" of the Information Statement and such sections are
incorporated herein by reference.
ITEM 3. PROPERTIES
The information required by this item is contained under the section "The
New D&B Corporation Business--Properties" of the Information Statement and such
section is incorporated herein by reference.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is contained under the section "The
New D&B Corporation Security Ownership by Certain Beneficial Owners and
Management" of the Information Statement and such section is incorporated herein
by reference.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
The information required by this item is contained under the sections "The
New D&B Corporation Management and Executive Compensation--The New D&B
Corporation Board of Directors" and "--The New D&B Corporation Executive
Officers" of the Information Statement and such sections are incorporated herein
by reference.
ITEM 6. EXECUTIVE COMPENSATION
The information required by this item is contained under the section "The
New D&B Corporation Management and Executive Compensation" of the Information
Statement and such section is incorporated herein by reference.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is contained under the section
"Relationship Between The New D&B Corporation and Moody's Corporation After the
Distribution" of the Information Statement and such section is incorporated
herein by reference.
ITEM 8. LEGAL PROCEEDINGS
The information required by this item is contained under the sections "The
New D&B Corporation Business--Legal Proceedings", "Risk Factors" and
"Forward-Looking Statements" of the Information Statement and such sections are
incorporated herein by reference.
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ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The information required by this item is contained under the sections "The
Distribution--Listing and Trading of New D&B Common Stock and Moody's Common
Stock", "Relationship Between The New D&B Corporation and Moody's Corporation
After the Distribution--Employee Benefits Agreement", "Dividend Policies", "The
New D&B Corporation Management and Executive Compensation" and "Description of
The New D&B Corporation Capital Stock" of the Information Statement and such
sections are incorporated herein by reference.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
In June 2000, in connection with its original incorporation, the Registrant
issued 1,000 shares of its common stock, for a total consideration of $10, to
The Dun & Bradstreet Corporation ("D&B"). As part of an internal reorganization,
New D&B Inc. ("New DBI"), a wholly owned direct subsidiary of the Registrant,
will merge (the "DBI Merger") with and into Dun & Bradstreet, Inc. ("DBI"), a
wholly owned direct subsidiary of D&B, with DBI as the surviving corporation of
the DBI Merger (the "Surviving Corporation"). Pursuant to the DBI Merger, the
shares of DBI outstanding immediately prior to the DBI Merger will be converted
into the right to receive shares of the Registrant (and the shares of New DBI
will be converted into shares of the Surviving Corporation). Each of these
securities transactions is exempt from registration under the Securities Act of
1933, as amended, pursuant to Section 4(2) thereof. The DBI Merger will be
completed prior to the Distribution Date. D&B is and will be the Registrant's
sole stockholder until the Distribution Date, as defined and described in the
section "The Distribution" of the Information Statement, and such section is
incorporated herein by reference. Subsequent to the Distribution, The Dun &
Bradstreet Corporation (which will change its name to Moody's Corporation) will
hold no capital stock of the Registrant.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information required by this item is contained under the section
"Description of The New D&B Corporation Capital Stock" of the Information
Statement and such section is incorporated herein by reference, except for the
information under the caption "The New D&B Corporation Rights Plan", which is
not incorporated by reference herein as the preferred share purchase rights and
shares of Series A Junior Participating Preferred Stock of The New D&B
Corporation described under such caption will be registered separately on a
Registration Statement on Form 8-A.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The information required by this item is contained under the section
"Description of The New D&B Corporation Capital Stock--Indemnification and
Limitation of Liability for Directors and Officers" of the Information Statement
and such section is incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is identified in the section "Index
to Financial Statements--The Dun & Bradstreet Corporation" and is contained in
the section "Financial Statements--The Dun & Bradstreet Corporation" of the
Information Statement and such sections are incorporated herein by reference.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL MATTERS
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The information required by this item is described in the "Index to
Financial Statements" on page F-1 of the Information Statement and such
information is incorporated herein by reference.
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(b) Exhibits
The following documents are filed as exhibits hereto:
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EXHIBIT
NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation of The New D&B
Corporation++
3.2 Amended and Restated By-laws of The New D&B Corporation++
4.1 Specimen Common Stock certificate+
10.1 Revised form of Distribution Agreement between The Dun &
Bradstreet Corporation and The New D&B Corporation*
10.2 Revised form of Tax Allocation Agreement between The Dun &
Bradstreet Corporation and The New D&B Corporation*
10.3 Revised form of Employee Benefits Agreement between The Dun
& Bradstreet Corporation and The New D&B Corporation*
10.4 Form of Intellectual Property Assignments between The Dun &
Bradstreet Corporation and The New D&B Corporation*
10.5 Form of Shared Transaction Services Agreement between The
Dun & Bradstreet Corporation and The New D&B Corporation*
10.6 Form of Data Services Agreement between The Dun & Bradstreet
Corporation and The New D&B Corporation*
10.7 Form of Transition Services Agreement between The Dun &
Bradstreet Corporation and The New D&B Corporation*
10.8 Form of Insurance and Risk Management Services Agreement
between The Dun & Bradstreet Corporation and The New D&B
Corporation*
10.10 Undertaking of The New D&B Corporation to R.H. Donnelley
Corporation+
10.11 Undertaking of The New D&B Corporation to ACNielsen
Corporation and Nielsen Media Research, Inc.+
21 List of Subsidiaries of The New D&B Corporation*
27 Financial Data Schedule of The New D&B Corporation*
99.1 Revised Preliminary Information Statement dated August 17,
2000*
99.2 Revised Chairman's Letter to Stockholders of The Dun &
Bradstreet Corporation*
99.3 Form of Rights Agreement between The New D&B Corporation and
EquiServe Trust Company, N.A., as Rights Agent*
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* Filed herewith.
+ To be filed by amendment.
++ Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE NEW D&B CORPORATION
By: /s/ DAVID J. LEWINTER
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Name: David J. Lewinter
Title: President and Secretary
Date: August 17, 2000
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