<TABLE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO.1
(mark one)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from __________________ to __________________
Commission file number 1-7155
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2740040
(State of Incorporation) (I.R.S. Employer Identification No.)
200 Nyala Farms, Westport, Connecticut 06880
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 222-4200
<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K, for
the year ended December 31, 1993 by amending the Index to Exhibits to add new
exhibits 99a and 99b as described below and by filing such new exhibits:
Exhibit 99a -Form 11-K Annual Report for the fiscal year ended December 31,
1993 of the Profit Participation Plan of The Dun & Bradstreet
Corporation.
Exhibit 99b -Form 11-K Annual Report for the fiscal year ended December 31,
1993 of the DonTech Profit Participation Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE_DUN_&_BRADSTREET_CORPORATION
(Registrant)
By: ______________________________
Edwin A. Bescherer, Jr.
Executive Vice President-Finance
and Chief Financial Officer
Date: June 23, 1994
<PAGE>
INDEX TO EXHIBITS
Regulation S-K Exhibit to
Exhibit Number this Report
_____________ ____________
(3) Articles of Incorporation and By-laws
(a) Restated Certificate of Incorporation of The Dun & Bradstreet
Corporation dated June 15, 1988 (incorporated herein by
reference to Exhibit 4(a) to Registrant's Registration
No. 33-25774 on Form S-8 filed November 25, 1988).
(b) By-laws of Registrant dated December 15, 1993................ Exhibit E* **
(4) Instruments Defining the Rights of Security Holders,
Including Indentures.
Not Applicable.
(9) Voting Trust Agreement.
Not Applicable.
(10) Material Contracts. (All of the following documents,
except for items (v) and (w), are management contracts or
compensatory plans or arrangements required to be filed
pursuant to Item 14(c).)
(a) Retirement Plan for Directors of Registrant,
as amended December 19, 1990 (incorporated herein by
reference to Exhibit E to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990, file
number 1-7155, filed March 27, 1991).
(b) Nonfunded Deferred Compensation Plan for Non-Employee
Directors of Registrant, as amended April 21, 1993...... Exhibit F* **
(c) Pension Benefit Equalization Plan adopted October
17, 1990 (incorporated herein by reference to
Exhibit G to Registrant's Annual Report on Form
10-K for the year ended December 31, 1990, file
number 1-7155, filed March 27, 1991).
(d) Profit Participation Benefit Equalization Plan
adopted October 17, 1990 (incorporated herein by
reference to Exhibit H to Registrants' Annual
Report on Form 10-K for the year ended December
31, 1990, file number 1-7155, filed March 27, 1991).
(e) 1982 Key Employees Stock Option Plan for Registrant
and Subsidiaries, as amended July 17, 1991
(incorporated herein by reference to Exhibit E to
Registrant's Annual Report on Form 10-K for the
year ended December 1991, file number 1-7155,
filed March 26, 1992)
(f) 1991 Key Employees Stock Option Plan for Registrant
and Subsidiaries, adopted April 16, 1991 (incorporated
herein by reference to Exhibit 28(a) to Registrant's
Registration No. 33-44551 on Form S-8, filed December 18,
1991).
(g) Ten-Year Incentive Stock Option Agreement (incorporated
herein by reference to Exhibit 28(b) to Registrant's
Registration No. 33-44551 on Form S-8, filed December
18, 1991).
(h) Ten-Year Non-Qualified Stock Option Agreement
(incorporated herein by reference to Exhibit 28(c) to
Registrant's Registration No. 33-44551 on Form S-8,
filed December 18, 1991).
(i) Stock Appreciation Rights Agreement relating to
Incentive Stock Options (incorporated herein by
reference to Exhibit 28(d) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(j) Stock Appreciation Rights Agreement relating to
Non-Qualified Stock Options (incorporated herein by
reference to Exhibit 28(e) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991.
<PAGE>
Regulation S-K Exhibit to
Exhibit Number this Report
_____________ ____________
(k) Limited Stock Appreciation Rights Agreement relating to
Incentive Stock Options (incorporated herein by reference
to Exhibit 28(f) to Registrant's Registration No. 33-44551
on Form S-8, filed December 18, 1991).
(l) Limited Stock Appreciation Rights Agreement relating to
Non-Qualified Stock Options (incorporated herein by
reference to Exhibit 28(g) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(m) 1982 Key Employees Performance Unit Plan for Registrant and
Subsidiaries, as amended December 18, 1991 (incorporated
herein by reference to Exhibit F to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1991,
file number 1-7155, filed March 26, 1992).
(n) Corporate Management Incentive Plan, effective January 1,
1990 (incorporated herein by reference to Exhibit J to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1989, file number 1-7155, filed March 26, 1990).
(o) 1989 Key Employes Restricted Stock Plan for Registrant and
Subsidiaries, as amended July 19, 1989 (incorporated herein
by reference to Exhibit K to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1989, file number
1-7155, filed March 26, 1990).
(p) Restricted Stock Agreement (incorporated herein by reference
to Exhibit L to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989, file number 1-7155, filed
March 26, 1990).
(q) Performance-Based Restricted Stock Agreement............. Exhibit G* **
(r) Form of Change-in-Control Severance Agreement, approved
July 19, 1989 (incorporated herein by reference to
Exhibit M to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1989, file number 1-7155,
filed March 26, 1990).
(s) Supplemental Executive Benefit Plan, as amended October
17, 1990 (incorporated herein by reference to Exhibit J
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990, file number 1-7155, filed
March 27, 1991).
(t) IMS International, Inc. Executive Pension Plan, dated
November 5, 1987 (incorporated herein by reference to
Exhibit E to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992, file number 1-7155,
filed March 25, 1993).
(u) IMS International, Inc. Long-Term Incentive Compensation
Plan, as amended April 19, 1991 (incorporated herein by
reference to Exhibit F to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992, file
number 1-7155, filed March 25, 1993).
(v) Agreement of Limited Partnership of D&B Investors L.P.,
dated as of October 14, 1993............................ Exhibit H* **
(w) Purchase Agreement and Purchase Agreement Amendment dated
October 14, 1993 among D&B Investors L.P. and other
parties................................................. Exhibit I* **
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a
Fully Diluted Basis........................................ Exhibit A* **
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1993 Annual Report..................................... Exhibit D* **
<PAGE>
Regulation S-K Exhibit to
Exhibit Number this Report
_____________ ____________
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Previously Unfiled Documents.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1994..... Exhibit B* **
(22) Published Report Regarding Matters Submitted to a Vote
of Security Holders.
Not applicable.
(23) Consents of Experts and Counsel.
Consent of Independent Certified Public Accountants....... Exhibit C* **
(24) Power of Attorney.
Not applicable.
(28) Information from Reports Furnished to State Insurance
Regulatory Authorities.
Not applicable.
(99) Additional Exhibits.
(a) Form 11-K Annual Report for the fiscal year ended
December 31, 1993 of the Profit Participation Plan
of The Dun & Bradstreet Corporation ................. Exhibit 99(a)**
(b) Form 11-K Annual Report for the fiscal year ended
December 31, 1993 of the DonTech Profit Participation
Plan................................................. Exhibit 99(b)**
*Not included in this document
**Filed electronically
<PAGE>
EXHIBIT 99a
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-7155
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Profit Participation Plan of The Dun & Bradstreet Corporation.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, 200 Nyala Farms, Westport, CT 06880.
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
F-11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Committee of The Dun & Bradstreet Corporation has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
(Name of Plan)
BY: __________________________________
Thomas W. Young
Senior Vice President & Controller
Date: June 23, 1994
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 4
to the registration statement of The Dun & Bradstreet Corporation on Form S-8
(File No. 33-27144) of our report dated June 22, 1994 on our audits of the
financial statements of the Profit Participation Plan of The Dun & Bradstreet
Corporation as of December 31, 1993 and 1992 and for the year ended
December 31, 1993, which report is included in this annual report on Form 11-K.
Coopers & Lybrand
New York, New York
June 23, 1994
2
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
INDEX TO FINANCIAL STATEMENTS
Pages_F-
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as
of December 31, 1993 and 1992 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year Ended December 31, 1993 5
Notes to Financial Statements 6-11
F-1
<PAGE>
___________________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of The Board of Directors of
THE DUN & BRADSTREET CORPORATION:
We have audited the accompanying statements of assets available for plan
benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION
(the "Plan") as of December 31, 1993 and 1992, and the related statement of
changes in net assets available for plan benefits for the year ended December
31, 1993. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1993 and 1992, and changes in its net assets available for
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The fund information in the
statement of net assets available for benefits of the Plan as of December 31,
1993 and 1992, and the statement of changes in net assets available for
benefits for the year ended December 31, 1993 is presented for purposes of
additional analysis rather than to present the net assets available for plan
benefit and changes in net assets available for plan benefits of each fund.
The fund information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
COOPERS & LYBRAND
New York, New York
June 22, 1994.
F-2
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Master_Trust The Dun & Bradstreet Corporation and affiliated participating
companies (the "Company") has established with Bankers Trust Company (the
"Trustee"), The Dun & Bradstreet Defined Contribution Plan Group Trust (the
"Group Trust"), a master trust. The assets of the Profit Participation Plan of
The Dun & Bradstreet Corporation (the "Plan") are commingled for investment
purposes with the assets of the DonTech Profit Participation Plan. The Plan's
investment in the Group Trust is based on its relative interest in the fair
value of the assets held in the Group Trust. Investment income, gains and
losses on sales of investments and net appreciation/depreciation in the fair
value of investments are allocated to the Plan based upon its relative
investment balances at fair value, during the valuation period.
Contributions Contributions by participants ("members") are recorded in the
period payroll deductions are made. Contributions by participating companies
are based upon amounts required to be funded under the provisions of the Plan.
Distributions In 1993, distributions are recorded when paid. In accordance
with guidance issued by the American Institute of Certified Public Accountants
in 1993, the Plan has changed its method of accounting for distributions such
that all amounts elected to be distributed from the Plan by participants, but
not yet disbursed at year-end, are no longer recorded as a liability in the
statement of net assets available for plan benefits. Prior to 1993,
distributions were recorded as liability in the period such amounts were
authorized to be paid to participants. The effect of this change is immaterial
to net assets available for plan benefits.
A liability in the amount of $13,227,000, relating to participants who have
elected to withdraw from the Plan but have not yet been paid, has been
reflected on Form 5500 in the statement of net assets available for plan
benefits, as well as the statement of changes in net assets available for plan
benefits in accordance with Department of Labor requirements.
Note 2. Plan Description
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Members should refer to the
Plan document for more complete information.
The Plan is a defined contribution plan. Associates of The Dun & Bradstreet
Corporation and affiliated companies that have been admitted to participate in
the Plan ("participating companies") who work at least one thousand hours
during the consecutive twelve-month period following employment, or in any
calendar year thereafter, are eligible to participate in the Plan on the
following January 1 or July 1.
F-6
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Members contribute to the basic Plan by authorizing payroll deductions equal to
2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan.
Participating companies make matching contributions equal to a minimum of 50%
of aggregate member contributions. If the average increase in earnings per
share ("EPS"), as defined in the Plan, of common stock of The Dun & Bradstreet
Corporation for any Plan year and the immediately preceding plan year is
greater than 5%, participating companies contribute an additional percentage of
the aggregate member contributions. The percentage of additional Company
matching contributions depends on the average increase in EPS and a member's
total years of service.
Members also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
Members are not permitted to invest more than 50% of their account balance or
contributions in the Dun & Bradstreet Common Stock Fund, nor are they permitted
to specify a dollar amount to be transferred into this fund. Members are
able to reallocate their entire account balances in multiples of 10% among the
Plan's four investment funds, subject to the 50% maximum for the
Dun & Bradstreet Common Stock Fund.
Members' contributions under the basic Plan and additional contributions under
the Investment Plan may be made in the form of contributions from after-tax
earnings and/or contributions from before-tax earnings, which have the effect
of reducing current taxable earnings for federal income tax purposes. A
member's aggregate before tax contributions may not exceed 16% of the member's
creditable compensation (up to 6% in before tax contributions under the basic
Plan and up to 10% in before tax contributions under the Investment Plan)
subject to an overall limit on contributions imposed by the Internal Revenue
Code. For 1993, the Internal Revenue Code limit on before tax contribution was
$8,944.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"),
the Plan limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining member
and Company contributions under the plan for 1993 was $235,840. Additionally,
the Plan provides for graduated vesting in the value of company contributions
to a member's Plan account over a six year period beginning on the member's
initial employment date with the Company.
Upon termination of service with participating companies, members become
eligible for a lump sum distribution of the vested portion of their account
balance. Retired and terminated members who have an account balance in excess
of $3,500 may elect various forms of deferred distribution.
F-7
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Members may obtain loans from the Plan, which are secured by the vested balance
in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each member. Interest rates applicable to Plan
loans are commensurate with prevailing rates of interest charged on similar
commercial loans determined in the marketplace. The total number of members
with outstanding loans at December 31, 1993 was 6,015.
Amounts forfeited by nonvested or partially vested members who terminated
during the year ended December 31, 1993, totaled $1,053,000. Forfeited amounts
reduce company contributions.
While the Company has not expressed any intent to discontinue its contributions
or to terminate the Plan, it is free to do so at any time subject to the
provisions of the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code which state that, in such event, all members of the Plan
shall be fully vested in the amounts credited to their accounts.
On January 1, 1993 associates of IMS where admitted to participation into the
Plan. On April 3, 1993, $17,969,000 in assets of the IMS U.S. Investment &
Savings Plan, (a tax qualified defined contribution plan maintained by a
predecessor employer) was transferred into the Plan.
Note 3. Investment Funds
Members of the Plan can elect to have amounts credited to their Plan accounts
invested in one or more of four investment funds: an Equity Index Fund, a Dun &
Bradstreet Common Stock Fund, a Special Fixed Income Fund and a Long Term Bond
Index Fund.
Contributions received from members and participating companies are temporarily
invested in Bankers Trust Company Short Term Investment Fund, pending
investment in the funds. Investments of the Special Fixed Income Fund consist
entirely of investment contracts with insurance companies which represents a
concentration of credit risk. However, the Plan does not anticipate
nonperformance of the insurance companies.
F-8
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3. Investment Funds (Cont.)
The recordkeeper maintains individual account records reflecting each member's
interest in the Plan and in each fund of the Plan in which such member
invests. Members' interests in each fund of the Plan are represented by units
of participation. In each fund of the Plan, the number of participants,
number of units and value per unit, were as follows:
December 31,
1993 1992
Wells Fargo Equity Index Fund:
Number of units 17,294,889.103 15,705,524.001
Value per unit $10.68467647 $9.69971495
Number of participants 12,443 11,161
Dun & Bradstreet Common Stock Fund:
Number of units 8,090,072.776 8,241,026.074
Value per unit $16.35009803 $14.72102803
Number of participants 11,671 11,407
Special Fixed Income Fund:
Number of units 67,871,438.909 66,004,883.734
Value per unit $5.42739950 $5.03569378
Number of participants 14,647 13,925
Wells Fargo Long Term Bond Index Fund:
Number of units 15,184,186.143 10,956,954.696
Value per unit $2.84793590 $2.59815639
Number of participants 5,124 3,993
Note 4. Tax Status
The Plan obtained its latest determination letter on December 16, 1986, in
which the Internal Revenue Service stated that the Plan, as designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code and that the Plan and the related
Trust continue to be qualified as of the financial statement date.
F-9
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investment in Group Trust
The investment reflected in the Statement of Net Assets Available for Plan
Benefits represents the Plan's share of total assets in the Group Trust which
is 96.4% and 96.3% at December 31, 1993 and 1992, respectively. Assets at
fair value in the Group Trust are summarized as follows (in thousands):
December 31,
___1993__ __1992__
Wells Fargo Equity Index Fund $191,269 $153,261
The Dun & Bradstreet Corporation Common Stock 139,132 126,431
Ameritech Corporation Common Stock 949 138
Prudential Annuity Contract 111,774 157,018
New York Life Annuity Contract 88,445 116,958
John Hancock Annuity Contract 89,404 25,922
Principal Mutual Annuity Contract 98,200 49,127
Wells Fargo Long Term Bond Index Fund 43,260 27,919
Loan Account 25,663 21,512
Bankers Trust Short Term Investment Fund ___2,866 __6,706
Total investments 790,962 684,992
Accrued interest and dividends ___2,361 __2,335
Total assets in Group Trust $793,323 $687,327
The Group Trust's investments had the following income/(loss) during 1993
(in thousands):
Net Appreciation/(Depreciation)
Investments, at fair value as
determined by quoted market prices:
Wells Fargo Equity Index Fund $ 11,930
The Dun & Bradstreet Corporation Common Stock 8,655
Wells Fargo Long Term Bond Index Fund _____569
Total net appreciation/(depreciation) __21,154
Investment Income
Interest 32,242
Dividends __10,316
Total investment income __42,558
Group Trust Income $ 63,712
F-10
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
The Plan's allocated income in Group Trust represents its participating share
throughout the year ended December 31, 1993.
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in Bankers Trust Company Short Term Investment Fund, the Wells
Fargo Bank Equity Index Fund and the Wells Fargo Long Term Bond Index Fund are
valued at the applicable December 31 redemption prices reported by the managers
of the Funds.
Investments under The Prudential Insurance Company of America, New York Life
Insurance Company, John Hancock Mutual Life Insurance Company and the Principal
Mutual Life Insurance Company investment contracts do not participate directly
in market appreciation or depreciation. Such investments are stated at
contract value which represents the aggregate amount of accumulated
contributions into the account and interest earned thereon, less accumulated
distributions.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of
securities are recorded on the trade date.
The net appreciation/(depreciation) in the fair value of the Group Trust's
investments consists of realized gains and losses and the unrealized
appreciation/(depreciation) on those investments for the year.
Note 6. Plan Expenses
Transaction fees relating to investments in the Dun & Bradstreet Common Stock
Fund, Equity Index Fund and Long Term Bond Index Fund are charged against Plan
assets. Trustee fees, investment manager fees and other expenses of
administering the Plan are borne by the Company.
F-11
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1993
(Dollars In Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C> <C> <C>
Dun &
Bradstreet Special Long Term
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
A S S E T S
Investments in Group Trust, at fair value $764,965 $188,142 $133,624 $374,507 $43,716 $24,976
Accrued interest receivable on participant loans 180 53 46 69 12 0
Interfund receivable (payable) 0 (67) 362 (280) (15) 0
Contributions receivable:
from employer 7,245 2,349 1,498 2,804 594 0
from participants 1,510 416 603 405 86 0
Total assets 773,900 190,893 136,133 377,505 44,393 24,976
Net assets available for plan benefits $773,900 $190,893 $136,133 $377,505 $44,393 $24,976
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1992
(Dollars In Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C>
Dun &
Bradstreet Special Long Term
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
A S S E T S
Investments in Group Trust, at fair value $661,832 $153,350 $122,946 $336,180 $28,426 $20,930
Accrued interest receivable on participant loans 163 50 45 58 10 0
Interfund receivable (payable) 0 982 (1,133) (73) 224 0
Contributions receivable:
from employer 1,440 419 344 596 81 0
from participants 2,515 790 616 946 163 0
Total assets $665,950 $155,591 $122,818 $337,707 $28,904 $20,930
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $ 9,576 $ 3,001 $ 1,312 $ 4,860 $ 403 $ 0
Total liabilites 9,576 3,001 1,312 4,860 403 0
Net assets available for plan benefits $656,374 $152,590 $121,506 $332,847 $28,501 $20,930
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1993
(Dollars in Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C> <C> <C>
Dun &
Bradstreet Special Long Term
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
Allocated income in Group Trust $61,409 $16,436 $13,423 $26,592 $3,060 $1,898
Accrued interest receivable on participant loans 180 53 46 69 12 0
Contributions received:
from employer 27,172 8,947 5,464 10,551 2,210 0
from participants 59,159 19,782 11,553 22,743 5,081 0
Participant loan repayments 0 2,981 2,505 4,015 582 (10,083)
Distributions to participants (46,882) (12,260) (8,582) (23,666) (2,374) 0
Loans to participants (1,481) (4,089) (3,191) (5,392) (882) 12,073
Transfer from IMS Savings Plan (Note 2) 17,969 7,004 3,289 4,712 2,806 158
Interfund transfers 0 (551) (9,880) 5,034 5,397 0
Net increase for the year 117,526 38,303 14,627 44,658 15,892 4,046
Net assets available for plan benefits,
as of January 1, 1993 656,374 152,590 121,506 332,847 28,501 20,930
Net assets available for plan benefits,
as of December 31, 1993 $773,900 $190,893 $136,133 $377,505 $44,393 $24,976
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE>
EXHIBIT 99b
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
Commission file number 1-7155 (The Dun & Bradstreet Corporation)
1-8612 (Ameritech Corporation)
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DonTech Profit Participation Plan, 205 N. Michigan Avenue,
Chicago, Illinois 60601.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, 200 Nyala Farms, Westport, CT 06880; and
Ameritech Corporation, 30 South Wacker Drive, Chicago, Illinois 60606.
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Am-Don
general partnership (the administrator of the DonTech Profit Participation
Plan) has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DONTECH PROFIT PARTICIPATION PLAN
(Name of Plan)
BY:______________________________
Reid Simpson
Vice President-Finance
and Chief Financial Officer
Date: June 23, 1994
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) the registration statement
of Ameritech Corporation on Form S-8 (File No. 33-49036), and (ii) the
registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No.
33-49060), of our report dated June 22, 1994 on our audits of the financial
statements of the DonTech Profit Participation Plan as of December 31, 1993 and
1992, and for the year ended December 31, 1993, which report is included in
this annual report on Form 11-K.
COOPERS & LYBRAND
New York, New York
June 23, 1994
2
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
INDEX TO FINANCIAL STATEMENTS
Pages_F-
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as
of December 31, 1993 and 1992 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year ended December 31, 1993 5
Notes to Financial Statements 6-11
F-1
<PAGE>
___________________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of The Board of Directors of
AM-DON GENERAL PARTNERSHIP:
We have audited the accompanying statement of net assets available for plan
benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of December
31, 1993 and 1992, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1993. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1993 and 1992, and changes in its net assets available for
benefits for the year ended December 31, 1993 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The fund information in the
statement of net assets available for benefits as of December 31, 1993 and 1992
and the statement of changes in net assets available for benefits for the year
ended December 31, 1993 is presented for purposes of additional analysis rather
than to present the net assets available for plan benefit and changes in net
assets available for plan benefits of each fund. The fund information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND
New York, New York
June 22, 1994.
F-2
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Master_Trust AM-DON, a general partnership between The Reuben H. Donnelly
Corporation and Ameritech Publishing of Illinois, doing business under the name
DonTech, ("DonTech") has adopted the DonTech Profit Participation Plan (the
"Plan") for the benefit of its eligible associates. The assets of the DonTech
Profit Participation Plan (the "Plan") are commingled for investment purposes
with the assets of The Profit Participation Plan of The Dun & Bradstreet
Corporation in The Dun & Bradstreet Defined Contribution Plan Group Trust
(the "Group Trust"), a master trust established between The Dun & Bradstreet
Corporation and Bankers Trust Company (the "Trustee"). The Plan's investment
in the Group Trust is based on its relative interest in the fair value of the
assets held in the Group Trust. Investment income, gains and losses on sales
of investments and net appreciation/depreciation in the fair value of
investments are allocated to the Plan based upon its relative investment
balances at fair value, during the valuation period.
Contributions Contributions by participants ("members") are recorded in the
period payroll deductions are made. Contributions by DonTech are based upon
amounts required to be funded under the provisions of the Plan.
Distributions In 1993, distributions are recorded when paid. In accordance
with guidance issued by the American Institute of Certified Public Accountants
in 1993, the Plan has changed its method of accounting for distributions such
that all amounts elected to be distributed from the Plan by participants, but
not yet disbursed at year-end, are no longer recorded as a liability in the
statement of net assets available for plan benefits. Prior to 1993,
distributions were recorded as liability in the period such amounts were
authorized to be paid to participants. The effect of this change is immaterial
to net assets available for plan benefits.
A liability in the amount of $520,000, relating to participants who have
elected to withdraw from the Plan but have not yet been paid, has been
reflected on Form 5500 in the statement of net assets available for plan
benefits, as well as the statement of changes in net assets available for plan
benefits in accordance with Department of Labor requirements.
2. Plan Description
The following summary of major Plan provisions in effect for the plan year is
provided for general information purposes only. Members should refer to the
Plan document for more complete information.
The Plan is a defined contribution plan. Associates of DonTech who work at
least one thousand hours during the consecutive twelve-month period following
employment, or in any calendar year thereafter, are eligible to participate in
the Plan on the following January 1 or July 1.
F-6
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Members contribute to the basic Plan by authorizing payroll deductions equal to
2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan.
DonTech makes matching contributions equal to a minimum of 50% of aggregate
member contributions. If the average increase in DonTech's net income, as
defined in the Plan, for any Plan year and the immediately preceding plan year
is greater than 5%, DonTech contributes an additional percentage of the
aggregate member contributions. DonTech's Employee Benefit Committee
established the average increase in net income at 10% for the 1993 Plan year.
Members also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
Members are not permitted to invest more than 50% of their account balance or
contributions in Dun & Bradstreet Common Stock and Ameritech Common Stock ("the
Company Stock Fund"). Contributions, transfers, reallocations of actual
balances into the Company Stock Fund will be invested 50% in Ameritech Common
Stock and 50% in Dun & Bradstreet Common Stock. Members are able to reallocate
their entire account balances in multiples of 10% among the Plan's four
investment funds, subject to the 50% maximum for the Company Stock Fund.
Members' contributions under the basic Plan and additional contributions under
the Investment Plan may be made in the form of contributions from after tax
earnings and/or contributions from before tax earnings, which have the effect
of reducing current taxable earnings for federal income tax purposes. A
member's aggregate before tax contributions may not exceed 16% of the member's
creditable compensation (up to 6% in before tax contributions under the basic
Plan and up to 10% in before tax contributions under the Investment Plan)
subject to an overall limit on before tax contributions imposed by the Internal
Revenue Code. For 1993, the Internal Revenue Code limit on before tax
contribution was $8,944.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"),
the Plan limits contributions to the maximum covered compensation as defined by
the Secretary of the Treasury. The maximum covered compensation for 1993 was
$235,840. Additionally, the Plan provides for graduated vesting in the value
of company contributions to a member's Plan account over a six year period
beginning on the member's initial employment date with the Company.
Upon termination of service, members become eligible for a lump sum
distribution of the vested portion of their account balance. Retired and
terminated members who have an account balance in excess of $3,500 may elect
various forms of deferred distribution.
Members may obtain loans from the Plan, which are secured by the vested balance
in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each member. Interest rates applicable to Plan
loans are commensurate with prevailing rates of interest charged on similar
commercial loans determined in the marketplace. The total number of members
with outstanding loans at December 31, 1993 was 208.
F-7
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Amounts forfeited by nonvested or partially vested members who terminated
during the year ended December 31, 1993, totaled $23,000. Forfeited amounts
reduce DonTech contributions.
While DonTech has not expressed any intent to discontinue its contributions or
to terminate the Plan, it is free to do so at any time subject to the
provisions of the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code which state that, in such event, all members in the Plan
shall be fully vested in the amounts credited to their accounts.
Note 3. Investment Funds
Members of the Plan can elect to have amounts credited to their Plan accounts
invested in one or more of four investment funds: an Equity Index Fund, an
Ameritech/Dun & Bradstreet Common Stock Fund, a Special Fixed Income Fund,
and a Long Term Bond Index Fund.
Contributions received from members and from DonTech are temporarily invested
in Bankers Trust Company Short Term Investment Fund, pending investment in the
funds. Investments of the Special Fixed Income Fund consist entirely of
investment contracts with insurance companies which represents a concentration
of credit risk. However, the Plan does not anticipate nonperformance by the
insurance companies.
The recordkeeper maintains individual account records reflecting each member's
interest in the Plan and in each fund of the Plan in which such member invests.
Members' interests in each fund of the Plan are represented by units of
participation. In each fund of the Plan, the number of participants, number of
units and value per unit, were as follows:
F-8
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3. Investment Funds (Cont.)
December 31,
1993 1992
Wells Fargo Equity Index Fund:
Number of units 389,495.984 370,165.634
Value per unit $10.68467647 $9.69971495
Number of participants 328 300
Dun & Bradstreet Common Stock Fund:
Number of units 340,664.301 361,278.809
Value per unit $16.35009803 $14.72102803
Number of participants 479 456
Ameritech Common Stock Fund:
Number of units 798,047.273 316,595.924
Value per unit $1.15020403 $1.03287386
Number of participants 415 369
Special Fixed Income Fund:
Number of units 2,881,319.428 296,082.322
Value per unit $5.42739950 $2.59815639
Number of participants 464 465
Wells Fargo Long Term Bond Index Fund:
Number of units 386,626.361 296,082.322
Value per unit $2.84793590 $2.59815639
Number of participants 91 79
Note 4. Tax Status
The Plan Administrator and its qualified tax counsel believe the Plan is in
compliance with ERISA requirements for a qualified trust under Sections 401(a)
of the Internal Revenue code (the "Code") and to be exempt from Federal income
taxes under the provisions of Section 501(a) of the Code. Once the Internal
Revenue Service (the "Service") reinstitutes determination letter procedures,
the Plan intends to make formal application to the Service for a determination
that the Plan is so qualified.
F-9
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investment in Group Trust
The investment reflected in the Statement of Net Assets Available for Plan
Benefits represents the Plan's share of total assets in the Group Trust which
is 3.6% and 3.7% at December 31, 1993 and 1992, respectively. Assets at fair
value in the Group Trust are summarized as follows (in thousands):
December 31,
__1993__ __1992__
Wells Fargo Equity Index Fund $191,269 $153,261
The Dun & Bradstreet Corporation Common Stock 139,132 126,431
Ameritech Corporation Common Stock 949 138
Prudential Annuity Contract 111,774 157,018
New York Life Annuity Contract 88,445 116,958
John Hancock Annuity Contract 89,404 25,922
Principal Mutual Annuity Contract 98,200 49,127
Wells Fargo Long Term Bond Index Fund 43,260 27,919
Loan Account 25,663 21,512
Bankers Trust Short Term Investment Fund ___2,866 ___6,706
Total investments 790,962 684,992
Accrued interest and dividends ___2,361 ___2,335
Total assets in Group Trust $793,323 $687,327
The Group Trust's investments had the following income/(loss) during 1993 (in
thousands):
Net Appreciation/(Depreciation)
Investments, at fair value as
determined by quoted market prices:
Wells Fargo Equity Index Fund $ 11,930
The Dun & Bradstreet Corporation Common Stock 8,648
Ameritech Corporation Common Stock 7
Wells Fargo Long Term Bond Index Fund _____569
Total net appreciation/(depreciation) __21,154
Investment Income
Interest 32,242
Dividends __10,316
Total investment income __42,558
Group Trust Income $ 63,712
F-10
<PAGE>
DONTECH
PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
The Plans' allocated income in the Group Trust reflects its participating share
throughout the year ended December 31, 1993.
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in Bankers Trust Company Short Term Investment Fund, the Wells
Fargo Bank Equity Index Fund and the Wells Fargo Long Term Bond Index Fund are
valued at the applicable December 31 redemption prices reported by the managers
of the Funds.
Investments under Prudential Insurance Company of America, New York Life
Insurance Company, John Hancock Mutual Life Insurance Company and the Principal
Mutual Life Insurance Company investment contracts do not participate directly
in market appreciation and depreciation. Such investments are stated at
contract value which represents the aggregate amount of accumulated
contributions into the account and interest earned thereon, less accumulated
distributions.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of
securities are recorded on the trade date.
The net appreciation/depreciation in the fair value of the Group Trust's
investments consist of realized gains and losses and the unrealized
appreciation/(depreciation) on those investments for the year.
Note 6. Plan Expenses
Transaction fees relating to investments in the Ameritech/Dun & Bradstreet
Common Stock Fund, Wells Fargo Equity Index Fund and the Wells Fargo Long Term
Bond Index Fund are charged against Plan assets. Trustee fees, investment
management fees, and other expenses of administering the Plan are borne by
DonTech.
F-11
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1993
(Dollars In Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C> <C> <C> <C>
Company Stock Fund Special Long Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
A S S E T S
Investment in Group Trust, at fair value $28,358 $4,218 $5,672 $979 $15,704 $1,098 $687
Accrued interest receivable on participant loans 6 2 1 1 2 0 0
Interfund receivable (payable) 0 0 (30) (4) 34 0 0
Contributions receivable:
From employer 41 11 7 7 14 2 0
From participants 155 40 23 24 66 2 0
Total assets 28,560 4,271 5,673 1,007 15,820 1,102 687
Net assets available for plan benefits $28,560 $4,271 $5,673 $1,007 $15,820 $1,102 $687
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORM
December 31, 1992
(Dollars In Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C> <C>
Company Stock Fund Special Long Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
A S S E T S
Investment in Group Trust, at fair value $25,495 $3,422 $5,348 $182 $15,184 $777 $582
Accrued interest receivable on participant loans 14 4 2 2 5 1 0
Interfund receivable (payable) 0 135 (73) 104 (166) 0 0
Contributions receivable:
From employer 322 64 53 52 143 10 0
From participants 123 3 34 31 63 (8) 0
Total assets $25,954 $3,628 $5,364 $371 $15,229 $780 $582
LIABILITIES AND NET ASSETS AVAILABLE FOR PLAN BENEFITS
Distributions payable to participants $99 $13 $20 $1 $65 $0 $0
Total liabilities 99 13 20 1 65 0 0
Net assets available for plan benefits $25,855 $3,615 $5,344 $370 $15,164 $780 $582
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND
December 31, 1993
(Dollars in Thousands)
FUND INFORMATION
<S> <C> <C> <C> <C> <C>
Company Stock Fund Special Long Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
Allocated income in Group Trust $2,303 $378 $572 $39 $1,181 $73 $60
Accrued interest income on participant loans 6 2 1 1 2 0 0
Contributions received:
from employer 615 151 96 99 247 22 0
from participants 1,884 492 288 268 774 62 0
Participant loan repayments 0 75 42 43 107 16 (283
Distributions to participants (2,006) (240) (377) (34) (1,287) (68) 0
Loans to participants (97) (134) (130) (14) (137) (10) 328
Interfund transfers 0 (68) (163) 235 (231) 227 0
Net increase for the year 2,705 656 329 637 656 322 105
Net assets available for plan benefits,
as of January 1, 1993 25,855 3,615 5,344 370 15,164 780 582
Net assets available for plan benefits,
as of December 31, 1993 $28,560 $4,271 $5,673 $1,007 $15,820 $1,102 $687
The accompanying notes are an integral part of the financial statements.
F-5
</TABLE>
