SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2740040
(State or other jurisdiction (I.R.S. Employer )
of incorporation or organization) Identification No.)
200 Nyala Farms
Westport, Connecticut 06880
(Address of Principal Executive Offices and Zip Code)
1991 KEY EMPLOYEES STOCK OPTION PLAN FOR
THE DUN & BRADSTREET CORPORATION AND SUBSIDIARIES
(Full title of the plan)
Earl H. Doppelt, Esq.
Senior Vice President and General Counsel
The Dun & Bradstreet Corporation
200 Nyala Farms
Westport, Connecticut 06880
(Name and address of agent for service)
(203) 222-4200
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
<S> <C> <C> <C> <C>
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered maximum aggregate registration
offering offering fee
price per price
unit
Common Stock of 1,558,407 $57.44(1) $89,514,898(1) $30,867.21
The Dun & Bradstreet shares
Corporation, par
value $1.00 per share
<FN>
(1) In accordance with Rule 457(h), this calculation is
made solely for the purpose of calculating the amount of the
registration fee and is based upon a per share price of
$57.44, the average of the high and low prices on October
27, 1994.
</TABLE>
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8.
- --------------------------------------------------------
Pursuant to General Instruction E of Form S-8, the
registrant hereby incorporates by reference the contents of
Registration No. 33-44551 into this registration statement.
2
<PAGE>
SIGNATURES
The Registrant. 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
Westport, State of Connecticut, on November 2, 1994.
THE DUN & BRADSTREET CORPORATION
By Earl H. Doppelt
Senior Vice President and General Counsel
Powers of Attorney
Each person whose signature appears below hereby constitutes
and appoints Earl H. Doppelt and William H. Buchanan,
Jr., and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and
resubstitution for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as each of
the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities indicated on November 2, 1994.
Signature Title
Robert E. Weissman President, Chief Executive
Officer (Principal Executive
Officer) and Director
3
<PAGE>
Edwin A. Bescherer, Jr. Executive Vice President-
Finance and Chief Financial
Officer (Principal
Financial Officer)
Thomas W. Young Senior Vice President and
Controller (Principal
Accounting Officer)
Hall Adams, Jr. Director
Clifford L. Alexander, Jr. Director
Mary Johnston Evans Director
Robert A. Hanson Director
Robert J. Lanigan Director
Vernon R. Loucks, Jr. Director
John R. Meyer Director
Charles W. Moritz Director
James R. Peterson Director
Michael R. Quinlan Director
Volney Taylor Director
4
<PAGE>
INDEX TO EXHIBITS
Exhibit Page
No. No.
(4) Instruments Defining the Rights of Security
Holders, Including Indentures.
(a) Restated Certificate of Incorporation of
the registrant dated June 15, 1988
(incorporated herein by reference to Exhibit 4(a)
to Registration No. 33-25774 on Form S-8 filed
November 25, 1988).
(b) By-Laws of the registrant (incorporated herein
by reference to Exhibit E to the registrant's
Annual Report on Form 10-K for the year
ended December 31, 1993 filed March 25, 1994).
(c) Rights Agreement relating to the Preferred Stock
Purchase Rights (incorporated herein by reference
to Exhibit 1 to the registrant's Registration
Statement on Form 8-A (File No. 1-7155) filed
October 28, 1988).
(5) Opinion Re Legality
Not applicable
(15) Letter Re Unaudited Interim Financial Information
Not applicable
(23) Consents of Experts and Counsel
Consent of Independent Accountants dated 7
November 2, 1994
(24) Powers of Attorney
Contained in, and incorporated herein by
reference to, pages 3 and 4 of this
registration statement.
(25) Statement of Eligibility of Trustee
Not applicable
(27) Financial Data Schedule
Not applicable
5
<PAGE>
(28) Information from Reports Furnished to State
Insurance Regulatory Authorities
Not applicable
(99) Additional Exhibits
None
6
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-8 for the 1991 Key
Employees Stock Option Plan for The Dun & Bradstreet
Corporation and Subsidiaries of our reports dated
January 27, 1994 on our audits of the consolidated financial
statements and financial statement schedules of The Dun &
Bradstreet Corporation as of December 31, 1993 and 1992, and
for the years ended December 31, 1993, 1992, and 1991, which
reports are incorporated by reference or included in the
Company's Form 10-K for the year ended December 31, 1993.
Coopers & Lybrand
Stamford, Connecticut
November 2, 1994
7
