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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
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-15967 22-3725387
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
ONE DIAMOND HILL ROAD
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 665-5000
THE NEW D&B CORPORATION
(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 old D&B (now known as
Moody's Corporation) ("Old D&B") announced a preliminary decision to distribute
to the holders of common stock of Old D&B (the "Distribution") all of the
common stock of the Registrant. On September 8, 2000, the Board of Directors of
Old D&B formally approved the Distribution and declared a dividend payable to
each holder of record of Old D&B's common stock at the close of business on
September 20, 2000 (the "Record Date") of one share of the Registrants's common
stock for every two shares of Old D&B's common stock held by such holder at the
close of business on the Record Date. Certificates representing shares of the
Registrant's common stock were mailed to stockholders of Old D&B on or about
October 2, 2000. Old D&B has received a ruling from the Internal Revenue
Service to the effect that the Distribution will be tax-free to Old D&B and its
stockholders.
As a result of the Distribution, Old D&B has been separated into two
independent publicly traded companies: the Registrant and Moody's Corporation.
The Registrant is a Delaware corporation and is a leading worldwide
provider of business information products and services as well as commercial
receivables management services. In connection with the Distribution, the
Registrant has changed its name from "The New D&B Corporation" to "The Dun &
Bradstreet Corporation". Shares of the Registrant's common stock are listed on
the New York Stock Exchange, Inc. (the "NYSE") under the symbol "DNB".
As a result of the Distribution, the global credit rating, research and
risk management businesses of Old D&B remain with Old D&B, and in connection
with the Distribution, Old D&B changed its name to "Moody's Corporation".
Moody's Corporation common stock is listed on the NYSE under the symbol "MCO".
As a result of the Distribution, Old D&B no longer has any ownership
interest in the Registrant. In addition, the Registrant does not have any
ownership interest in Old D&B.
The Registrant and Old D&B have entered into certain agreements governing
the relationship between the Registrant and Old D&B 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.
Attached hereto as Exhibit 99.1 is the Information Statement dated as of
September 20, 2000 (the "Information Statement") which Old D&B 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:
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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
The New D&B Corporation Capitalization
The New D&B Corporation Selected Financial Data
The New D&B Corporation Management's Discussion and Analysis of
Financial Condition and Results of Operations
The New D&B Corporation Business
The New D&B Corporation Management and Executive Compensation
The New D&B Corporation Security Ownership By Certain Beneficial
Owners and Management
Financial Statements - The Dun & Bradstreet Corporation (pages F-2 to F-45
inclusive)
Financial Statements - The New D&B Corporation (pages F-46 to F-48
inclusive)
Attached hereto as Exhibit 99.2 is a press release of the Registrant dated
October 2, 2000, in which the Registrant generally describes a program for the
future development of its business that it refers to as its "Blueprint for
Growth". Beginning on or about October 4, 2000, additional detail with respect
to the Blueprint for Growth is expected to be available on the Registrant's web
site: http://investor.dnb.com.
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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 "The New D&B Corporation (Accounting Successor to D&B) Unaudited
Consolidated Pro Forma Condensed Financial Statements" is incorporated herein by
reference. Readers should note that notwithstanding the legal form of the
Distribution described above, whereby Old D&B "spun-off" the Registrant, because
of the relative significance of the Registrant's business to Old D&B, the
Registrant is being treated as the "accounting successor" to Old D&B for
financial reporting purposes.
(c) Exhibits
Exhibit No. Description
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3.1* Restated Certificate of Incorporation, as amended effective
October 1, 2000.
10.1* Distribution Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.2* Tax Allocation Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.3* Employee Benefits Agreement, dated as of September 30, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.4* Intellectual Property Assignments, dated as of September 1, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.5* Shared Transaction Services Agreement, dated as of September 30,
2000, between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.6* Data Services Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.7* Transition Services Agreement, dated as of September 30, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
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10.8* Insurance and Risk Management Services Agreement, dated as of
September 30, 2000, between Moody's Corporation (f.k.a. The Dun &
Bradstreet Corporation) and the Registrant (f.k.a. The New D&B
Corporation).
10.9* Undertaking of the Registrant to Cognizant Corporation and ACNielsen
Corporation.
10.10* Undertaking of the Registrant to R.H. Donnelley Corporation.
23.1* Consent of PricewaterhouseCoopers.
99.1* Information Statement, dated September 20, 2000.
99.2* Press Release, dated October 2, 2000.
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* Filed herewith.
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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.
THE DUN & BRADSTREET CORPORATION
By: /s/ David J. Lewinter
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Name: David J. Lewinter
Title: Vice President and
Corporate Secretary
Date: October 3, 2000
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EXHIBIT INDEX
Exhibit No. Description
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3.1* Restated Certificate of Incorporation, as amended effective
October 1, 2000.
10.1* Distribution Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.2* Tax Allocation Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.3* Employee Benefits Agreement, dated as of September 30, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.4* Intellectual Property Assignments, dated as of September 1, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.5* Shared Transaction Services Agreement, dated as of September 30,
2000, between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.6* Data Services Agreement, dated as of September 30, 2000, between
Moody's Corporation (f.k.a. The Dun & Bradstreet Corporation) and
the Registrant (f.k.a. The New D&B Corporation).
10.7* Transition Services Agreement, dated as of September 30, 2000,
between Moody's Corporation (f.k.a. The Dun & Bradstreet
Corporation) and the Registrant (f.k.a. The New D&B Corporation).
10.8* Insurance and Risk Management Services Agreement, dated as of
September 30, 2000, between Moody's Corporation (f.k.a. The Dun &
Bradstreet Corporation) and the Registrant (f.k.a. The New D&B
Corporation).
10.9* Undertaking of the Registrant to Cognizant Corporation and
ACNeilsen Corporation.
10.10* Undertaking of the Registrant to R.H. Donnelley Corporation.
23.1* Consent of PricewaterhouseCoopers.
99.1* Information Statement, dated September 20, 2000.
99.2* Press Release, dated October 2, 2000.
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*Filed herewith.
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