INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE DUN & BRADSTREET CORPORATION
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
THE DUN & BRADSTREET CORPORATION
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
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D&B LOGO
200 Nyala Farms, Westport, CT 06880
March 11, 1994
Dear Shareowner:
You are cordially invited to attend the 1994 Annual Meeting of
Shareowners of The Dun & Bradstreet Corporation on Tuesday, April 19, 1994 at
9:30 A.M. at 1209 Orange Street, Wilmington, Delaware.
The Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be acted upon at the meeting. The Annual Report for
the year ended December 31, 1993 also is enclosed, together with "Agents of
Change" which focuses on innovation and change at Dun & Bradstreet.
Please promptly vote, date, sign and return your proxy for the meeting
even though you plan to attend. You may vote in person at that time if you so
desire.
Sincerely,
CHARLES W. MORITZ ROBERT E. WEISSMAN
Chairman President and Chief Executive Officer
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D&B LOGO
200 Nyala Farms, Westport, CT 06880
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareowners of The Dun & Bradstreet Corporation
will be held on Tuesday, April 19, 1994 at 9:30 A.M. at 1209 Orange Street,
Wilmington, Delaware, to take action on the following matters:
1. To elect three Class I directors for a three-year term.
2. To consider and vote upon appointment of independent public
accountants to audit the Company's consolidated financial statements
for 1994.
3. To consider and vote upon a Shareowner proposal regarding
implementation of the MacBride Principles in Northern Ireland.
4. To transact such other business as may properly come before the
meeting or any adjournment thereof. The Company knows of no other
business to be brought before the meeting.
The Board of Directors has fixed the close of business on February 18,
1994 as the record date for determination of Shareowners entitled to notice
of, and to vote at, the meeting.
By Order of the Board of Directors,
SHIRLEY A. FORSBERG, Secretary
Dated: March 11, 1994
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PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Dun & Bradstreet Corporation ("Dun &
Bradstreet") of proxies for the Annual Meeting of Shareowners to be held on
April 19, 1994. Dun & Bradstreet and its subsidiaries are referred to herein,
in the Notice of Annual Meeting and in the form of proxy/voting instruction
card ("proxy") as the "Company". These proxy materials are being mailed to
Shareowners commencing approximately March 11, 1994. The principal executive
offices of Dun & Bradstreet are located at 200 Nyala Farms, Westport,
Connecticut 06880 and its telephone number is (203) 222-4200.
Sending in a signed proxy will not affect a Shareowner's right to attend
the meeting and vote in person. Any Shareowner giving a proxy has the right to
revoke it at any time before it is exercised by executing and returning a
proxy bearing a later date, by giving written notice of revocation to the
Secretary of Dun & Bradstreet, or by attending the meeting and voting in
person. All properly executed proxies not revoked will be voted at the meeting
in accordance with the instructions contained therein.
The preceding paragraph does not apply to a participant in the Dun &
Bradstreet Profit Participation Plan (the "PPP") or the DonTech Profit
Participation Plan (the "DPPP"). If such a participant has contributions
invested in Dun & Bradstreet Common Stock, the proxy will serve as a voting
instruction for the trustee of the PPP and DPPP, as well as a proxy for any
shares registered in the participant's own name. Fractional shares held by a
participant in the PPP or DPPP are not printed on the proxy but will be voted
by the trustee as if included thereon. If a proxy covering shares in the PPP
or DPPP has not been received prior to April 12, 1994, the trustee will vote
those PPP or DPPP shares in the same proportion as the respective PPP or DPPP
shares for which it has received instructions.
A proxy which is signed and returned by a Shareowner of record or a
participant in the PPP or DPPP without specification marked in the instruction
boxes will be voted, as to proposals specified in the proxy, in accordance
with the recommendations of the Board of Directors as outlined in this Proxy
Statement. If any other proposals are brought before the meeting and submitted
to a vote, all proxies will be voted in accordance with the judgment of the
persons voting the respective proxies.
In connection with proxy soliciting material mailed to Shareowners,
associates of Dun & Bradstreet may communicate with Shareowners personally or
by telephone, telegraph or mail to solicit their proxies. Dun & Bradstreet
also has retained the firm of Georgeson & Company Inc. to assist in the
solicitation of proxies for a fee estimated at $10,000 plus expenses. Dun &
Bradstreet will pay all expenses related to such solicitations of proxies. Dun
& Bradstreet and Georgeson & Company Inc. will request banks and brokers to
solicit proxies from their customers where appropriate and will reimburse them
for reasonable out-of-pocket expenses.
Shareowners of record at the close of business on February 18, 1994 are
eligible to vote at the meeting. As of the close of business on February 18,
1994, Dun & Bradstreet had outstanding 170,235,270 shares of Common Stock,
including 2,166,478 shares held by the trustee under the PPP and 91,248 shares
held by the trustee under the DPPP. Each such share will be entitled to one
vote. Additional shares held in Dun & Bradstreet's treasury at February 18,
1994, amounting to 18,171,543 shares of Common Stock, will not be voted.
Dun & Bradstreet's by-laws provide that a majority of the shares entitled
to vote, present in person or represented by proxy, constitutes a quorum at
meetings of Shareowners. Shares that are present in person or represented by
proxy but that abstain from voting are counted for purposes of establishing a
quorum, as are shares where a broker holding stock in street name votes the
shares on some matters but not others.
With respect to the three matters to come before the Shareowners at the
Annual Meeting, (i) directors shall be elected by a plurality of the voting
power present in person or represented by proxy at the meeting and entitled to
vote and (ii) both the appointment of independent public accountants and the
Shareowner proposal on implementation of the MacBride Principles shall be
determined by the affirmative vote of the majority of the voting power present
in person or represented by proxy at the meeting and entitled to vote. With
respect to the election of directors, only shares that are voted in favor of a
particular nominee will be counted towards such nominee's achievement of a
plurality. Shares present at the meeting that are not voted for a particular
nominee or shares present by proxy where the
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Shareowner properly withholds authority to vote for such nominee or broker
non-votes will not be counted towards such nominee's achievement of a
plurality. With respect to either of the other two matters to be voted upon,
if the Shareowner abstains from voting or directs his proxy to abstain from
voting, the shares are considered present at the meeting for such matter but,
since they are not affirmative votes for the matter, they will have the same
effect as votes against the matter. With respect to broker non-votes on any
such matter, the shares are not considered present at the meeting for such
matter and they are, therefore, not counted in respect of such matter. Such
broker non-votes do have the practical effect of reducing the number of
affirmative votes required to achieve a majority for such matter by reducing
the total number of shares from which the majority is calculated.
ELECTION OF DIRECTORS
The members of the Board of Directors of Dun & Bradstreet are classified
into three classes, one of which is elected at each Annual Meeting of
Shareowners to hold office for a three-year term and until successors of such
class are elected and have qualified.
The Board of Directors has nominated Messrs. Hall Adams, Jr., Michael R.
Quinlan and Robert E. Weissman for election as Class I Directors at the 1994
Annual Meeting for a three-year term expiring at the 1997 Annual Meeting of
Shareowners. Messrs. Quinlan and Weissman were elected directors at the 1991
Annual Meeting of Shareowners. Mr. Adams was elected a director by the Board
of Directors, effective February 1, 1992. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED ABOVE.
Mr. Kingman Douglass, who was re-elected as a Class I Director at the
1991 Annual Meeting of Shareowners, has reached age 70 and, in accordance with
Board policy, will retire from the Board on April 19, 1994, the date of the
1994 Annual Meeting of Shareowners. Mr. John C. Holt, who was re-elected as a
Class I Director at the 1991 Annual Meeting of Shareowners, resigned as a
director and as Executive Vice President-Global Resources of Dun & Bradstreet,
effective January 17, 1994, and, therefore, has not been nominated for
election at the 1994 Annual Meeting of Shareowners.
Except where otherwise instructed, proxies will be voted for election of
all the nominees, all of whom are now members of the Board. Should any nominee
for the office of director be unwilling or unable to serve as a director,
which is not anticipated, it is intended that the persons acting under the
proxy will have discretionary authority to vote for the election of another
person in such nominee's stead in accordance with their judgment.
With respect to directors who are officers of Dun & Bradstreet, the
following information concerning positions with Dun & Bradstreet does not
include positions as officers or directors of subsidiaries of Dun & Bradstreet
which are part of the responsibilities of such persons and for which such
persons receive no separate compensation.
The following information as to principal occupations during the last
five years, and other directorships in companies with a class of securities
registered under Section 12 or subject to Section 15(d) of the Securities
Exchange Act of 1934 or registered as an investment company under the
Investment Company Act of 1940, is based upon information furnished by each
person and is correct to the best knowledge of Dun & Bradstreet.
2
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<TABLE>
<CAPTION>
NOMINEES FOR CLASS I DIRECTORS FOR TERMS EXPIRING AT THE 1997 ANNUAL MEETING:
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- --------- ---------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Hall Adams, Jr. Director 1992 Former Chairman of the 60 McDonald's
Board, Chief Executive Corporation; Sears,
Officer, Leo Burnett Roebuck and Co.
Company, Inc., Chicago,
IL (advertising agency)
1/1/87 to 12/31/91.
Michael R. Quinlan Director 1989 Chairman, Chief 49 McDonald's
Executive Officer, Corporation; The May
McDonald's Corporation, Department Stores
Oak Brook, IL (quick Company.
service restaurants)
3/31/90 to present;
President, Chief
Executive Officer
3/1/87 to 3/30/90;
President, Chief
Operating Officer
6/15/82 to 2/28/87.
Robert E.Weissman President, Chief 1981 President, Chief 53 State Street Boston
Executive Executive Officer, The Corporation.
Officer, Director Dun & Bradstreet
Corporation 1/1/94 to
present; President,
Chief Operating Officer
1/1/85 to 12/31/93.
</TABLE>
<TABLE>
<CAPTION>
CLASS II DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 1995 ANNUAL MEETING:
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- ------ ---------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Clifford L. Director 1993 President, Alexander & 60 MCI Communications
Alexander, Jr. Associates, Inc., Corporation; Dreyfus
Washington, D.C. Third Century Fund;
(consulting firm Dreyfus General
specializing in work-force Family of Funds;
inclusiveness) 1/81 to Dreyfus Premier
present. Family of Funds;
Equitable Resources,
Inc.; Mutual of
America Life
Insurance Company;
American Home
Products Corp.
Mary Johnston Evans Director 1990 Former Vice Chairman of 64 Baxter International
the Board, Amtrak Inc.; Delta Air
(National Railroad Lines, Inc.;
Passenger Corporation), Household
Washington, D.C. 1975 to International, Inc.;
1979. Sun Company, Inc.;
Scudder AARP Funds;
Scudder New Europe
Fund.
John R. Meyer Director 1967 Professor, Harvard 66 Union Pacific
University 7/1/73 to Corporation; Missouri
present. Pacific Railroad
Company; The Mutual
Life Insurance
Company of New York.
</TABLE>
3
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<TABLE>
<CAPTION>
CLASS II DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 1995 ANNUAL MEETING:--(CONTINUED)
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- ------ ---------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Charles W. Moritz Chairman, 1979 Chairman of the 57
Director Board, The Dun &
Bradstreet
Corporation 1/1/94 to
present; Chairman of
the Board, Chief
Executive Officer
1/1/85 to 12/31/93.
James R. Peterson Director 1977 Former President, 66 WMX Technologies,
Chief Executive Inc.
Officer, The Parker
Pen Company,
Janesville, WI
(writing instruments
and temporary help
services) 1/1/82 to
1/31/85.
</TABLE>
<TABLE>
<CAPTION>
CLASS III DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 1996 ANNUAL MEETING:
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- ------ ----------------------------- --- -------------
<S> <C> <C> <C> <C> <C>
Robert A. Hanson Director 1991 Former Chairman of the Board, 69 The Procter & Gamble
Also Deere & Company, Moline, IL Company; Merrill
1980- (farm and industrial equipment) Lynch & Co., Inc.;
1989 10/26/82 to 5/31/90; Chief R.R. Donnelley &
Executive Officer 8/20/82 to Sons Company.
8/31/89.
Robert J. Lanigan Director 1978 Chairman Emeritus, 65 Owens-Illinois,
Owens-Illinois, Inc., Toledo, OH Inc.; Sonat, Inc.;
(glass, paper, plastics and Sonat Offshore
other packaging products) Drilling Inc.;
1/24/92 to present; Chairman of Chrysler
the Board 4/18/84 to 10/15/91; Corporation.
Chief Executive Officer 1/1/84
to 9/30/90.
Vernon R. Loucks, Jr. Director 1978 Chairman of the Board, Chief 59 Baxter International
Executive Officer, Baxter Inc.; Emerson
International Inc., Deerfield, Electric Co.; The
IL (medical care products and Quaker Oats Company;
services) 9/16/87 to present; Anheuser-Busch
Chairman, President, Chief Companies, Inc.
Executive Officer 7/20/87 to
9/15/87; President, Chief
Executive Officer 5/3/80 to
7/19/87.
Volney Taylor Executive Vice 1984 Executive Vice President, The 54
President, Dun & Bradstreet Corporation
Director 2/1/82 to present.
</TABLE>
4
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COMMITTEES OF THE BOARD AND MEETINGS
The Audit Committee of the Board of Directors reviews the scope of the
audits of the Company's internal audit staff, receives an annual summary of
the results of such audits and reviews the scope of the audit of the Company's
consolidated financial statements by independent public accountants and their
report on such audit. The Audit Committee consists of Messrs. Lanigan
(Chairman), Adams, Hanson, Loucks, Meyer and Quinlan. The Audit Committee held
three meetings during 1993.
The Executive Compensation and Stock Option Committee of the Board of
Directors establishes, changes and revises all compensation arrangements for
certain executives of the Company consistent with a statement of executive
compensation philosophy adopted by the Board of Directors and subject to the
Committee's own rules of procedure and such limitations as it may adopt. The
Committee has further authority, consistent with the provisions of the
Company's 1991 Key Employees Stock Option Plan, the Key Employees Performance
Unit Plan, the Corporate Management Incentive Plan and the 1989 Key Employees
Restricted Stock Plan, to select participants under the plans, to determine
the number of shares to be covered by options and the provisions of
performance units granted and generally to conduct and administer the plans
and make all determinations in connection therewith as may be necessary or
advisable. The Executive Compensation and Stock Option Committee consists of
Messrs. Peterson (Chairman), Douglass, Hanson, Lanigan and Loucks. The
Executive Compensation and Stock Option Committee held ten meetings during
1993.
The Nominating Committee of the Board of Directors screens candidates for
membership on the Board of Directors and makes recommendations to the Board of
Directors. Shareowners' recommendations for nominees for membership on the
Board of Directors will be considered by the Nominating Committee; the
Committee has not adopted formal procedures for the submission of such
recommendations. However, Shareowners may recommend nominees for membership on
the Board of Directors to the Nominating Committee by submitting the names in
writing to: Kingman Douglass, Chairman of the Nominating Committee, c/o The
Dun & Bradstreet Corporation, 200 Nyala Farms, Westport, CT 06880. The
Nominating Committee consists of Messrs. Douglass (Chairman), Alexander,
Lanigan, Loucks, Quinlan and Mrs. Evans. The Nominating Committee held one
meeting during 1993.
In addition to the foregoing, the Board of Directors has the following
committees: the Employee Benefits Committee, consisting of Messrs. Quinlan
(Chairman), Alexander, Douglass, Meyer, Moritz, Peterson and Mrs. Evans; the
Executive Committee, consisting of Messrs. Moritz (Chairman), Meyer and
Weissman; the Finance Committee, consisting of Messrs. Loucks (Chairman),
Adams, Alexander, Douglass, Hanson, Moritz, Peterson and Quinlan; and the
Policy and Planning Committee, consisting of Mr. Meyer (Chairman) and all
directors. During 1993, the following numbers of meetings of these committees
were held: one meeting of the Employee Benefits Committee, no meetings of the
Executive Committee, seven meetings of the Finance Committee and one meeting
of the Policy and Planning Committee.
Nine regularly scheduled meetings and four special meetings of the Board
of Directors were held during 1993. No director attended fewer than 75% of the
aggregate of all meetings of the Board of Directors and of the committees of
the Board on which he or she served.
APPOINTMENT OF AND RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors of Dun
& Bradstreet has, subject to approval by the Shareowners, appointed Coopers &
Lybrand as independent public accountants to audit the consolidated financial
statements of the Company for the year 1994. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR APPROVAL OF THE APPOINTMENT OF COOPERS & LYBRAND.
Coopers & Lybrand also acted as independent public accountants for 1993.
In connection with its audit of the consolidated financial statements of the
Company, Coopers & Lybrand also audited the separate financial statements of
certain subsidiaries, audited the financial statements of various benefit
plans of the Company, reviewed certain filings with the Securities and
Exchange Commission ("SEC") and performed certain non-audit services.
The Audit Committee has reviewed each professional service provided by
Coopers & Lybrand during 1993 and the types of professional non-audit services
which may be provided by it in the future, and has concluded that the
5
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performance of non-audit services does not affect the independence of Coopers
& Lybrand in its audit of the Company's consolidated financial statements.
A representative of Coopers & Lybrand is expected to be present at the
meeting. Such representative will have the opportunity to make a statement if
he or she so desires and is expected to be available to respond to appropriate
questions.
SHAREOWNER PROPOSAL ON IMPLEMENTATION
OF THE MACBRIDE PRINCIPLES
The New York City Employees' Retirement System, c/o Comptroller of the
City of New York, 1 Centre Street, New York, New York 10007, the beneficial
owner ("Owner") of 535,920 shares of Dun & Bradstreet Common Stock ("Shares")
on January 24, 1994; the New York City Teachers' Retirement System, c/o
Comptroller of the City of New York, 1 Centre Street, New York, New York
10007, Owner of 330,600 Shares on January 24, 1994; the New York City Fire
Department Pension Fund, c/o Comptroller of the City of New York, 1 Centre
Street, New York, New York 10007, Owner of 44,321 Shares on January 24, 1994;
the New York City Police Pension Fund, c/o Comptroller of the City of New
York, 1 Centre Street, New York, New York 10007, Owner of 146,519 Shares on
January 24, 1994; the Adrian Dominican Sisters, 1257 East Siena Heights Drive,
Adrian, Michigan 49221, Owner of 31,000 Shares on November 5, 1993; the
Sisters of Saint Dominic, 1 Ryerson Avenue, Caldwell, New Jersey 07006, Owner
of at least 100 Shares on November 5, 1993; and The Boston Province of the
Sisters of Notre Dame de Namur, Inc., Post Office Box 112, Boston,
Massachusetts 02117, Owner of 1,800 Shares on November 8, 1993, have advised
the Company that they will introduce at the meeting the following proposal and
statement in support thereof. The Minnesota State Board of Investment, Suite
105, MEA Building, 55 Sherburne Avenue, St. Paul, Minnesota 55155, Owner of
163,126 Shares on October 12, 1993; the Sisters of Charity of the Incarnate
Word Health Care System, 2600 North Loop West, Houston, Texas 77092, Owner of
39,500 Shares on December 27, 1993; and the New York State Common Retirement
Fund, c/o State Comptroller, State of New York, Office of the State
Comptroller, A. E. Smith State Office Building, Albany, New York 12236, Owner
of 1,134,800 Shares on November 8, 1993, have advised the Company that they
intend to co-sponsor such proposal.
SHAREOWNER PROPOSAL
WHEREAS, Dun and Bradstreet Corporation operates a wholly-owned
subsidiary in Northern Ireland, Dun and Bradstreet Ltd. of Belfast;
WHEREAS, employment discrimination in Northern Ireland has been cited by
the International Commission of Jurists as being one of the major causes of
the conflict in that country;
WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace laureate, has proposed several equal opportunity employment principles
to serve as guidelines for corporations in Northern Ireland. These include:
1. Increasing the representation of individuals from underrepresented
religious groups in the workforce including managerial, supervisory,
administrative, clerical and technical jobs.
2. Adequate security for the protection of minority employees both at the
workplace and while traveling to and from work.
3. The banning of provocative religious or political emblems from the
workplace.
4. All job openings should be publicly advertised and special recruitment
efforts should be made to attract applicants from underrepresented
religious groupings.
5. Layoff, recall, and termination procedures should not in practice,
favor particular religious groupings.
6. The abolition of job reservations, apprenticeship restrictions, and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.
6
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7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including the
expansion of existing programs and the creation of new programs to
train, upgrade, and improve the skills of minority employees.
8. The establishment of procedures to assess, identify and actively
recruit minority employees with potential for further advancement.
9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of timetables
to carry out affirmative action principles.
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement and/or increase activity
on each of the nine MacBride Principles.
SUPPORTING STATEMENT
Continued discrimination and worsening employment opportunities have been
cited as contributing to support for a violent solution to Northern Ireland's
problems.
In May 1986, the United States District Court ruled in NYCERS v. American
Brands, 634 F. Supp. 1382 (S.D.N.Y., May 12, 1986) that "all nine of the
MacBride Principles could be legally implemented by management in its Northern
Ireland facility."
An endorsement of the MacBride Principles by Dun and Bradstreet will
demonstrate its concern for human rights and equality of opportunity in its
international operations. Please vote your proxy FOR these concerns.
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
In its statements opposing the adoption of identical Shareowner proposals
presented at the 1989, 1990, 1991, 1992 and 1993 Annual Meetings of
Shareowners, your Board of Directors confirmed the Company's long-standing
commitment to equal opportunity in employment and pointed to the Company's
firm policy that employment opportunities be extended to applicants and
associates on an equal basis, regardless of an individual's race, creed,
color, national origin, religion, age, sex or handicap. We confirm that this
commitment and policy have not changed over the past year and that they are
strongly supported by your Board of Directors.
The Company's presence in Northern Ireland is limited to a small branch
office of Dun & Bradstreet Limited (Irl.) ("D&B Ireland"), which is located in
Bangor, Co. Down and employs 17 people. This office adheres to the standards
of the Fair Employment (Northern Ireland) Act of 1989 (the "Act") and to the
Company's own policy of equal employment opportunity. In April 1992, D&B
Ireland registered with the Fair Employment Commission as required by the Act.
Neither the Company, D&B Ireland nor, to the Company's knowledge, the
appropriate governmental agencies in Northern Ireland have ever received any
complaint of religious or political discrimination with respect to D&B
Ireland's operations and the Company is satisfied that the employment
practices adopted by the Bangor office are fair and non-discriminatory.
The objective of both the MacBride Principles and the Act is to eliminate
employment discrimination in Northern Ireland. The Company wholeheartedly
supports this objective. However, by adopting the MacBride Principles, the
Company would be accountable to two sets of similar, but not identical, fair
employment guidelines. This would be neither necessary nor desirable,
particularly in view of the Company's own internal policies and practices with
respect to the promotion of fair and equal employment opportunities.
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST APPROVAL OF
THIS PROPOSAL.
7
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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
REPORT OF THE EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE
EXECUTIVE COMPENSATION PHILOSOPHY
Dun & Bradstreet's executive compensation program reflects the following
executive compensation philosophy, which was developed by the Executive
Compensation and Stock Option Committee of the Board of Directors and adopted
by the Board of Directors in April 1992:
"Dun & Bradstreet's mission is to be the number one worldwide provider of
quality business-to-business information and related services in the
markets it serves. To support this and other strategic objectives as
approved by the Board of Directors and to provide adequate returns to
Shareowners, D&B must compete for, attract, develop, motivate and retain
top quality executive talent at the Corporate Office and operating
business units of the Company during periods of both favorable and
unfavorable world-wide business conditions.
D&B's executive compensation program is a critical management tool in
achieving this goal. `Pay for performance' is the underlying philosophy
for D&B's executive compensation program. Consistent with this
philosophy, the program has been carefully conceived and is independently
administered by the Executive Compensation and Stock Option Committee
(the "Committee") of the Board of Directors which meets regularly during
the year and is comprised entirely of independent non-employee directors.
The program is designed to link executive pay to corporate performance,
including share price, recognizing that there is not always a direct and
short-term correlation between executive performance and share price.
To align Shareowner interests and executive rewards, significant portions
of each D&B executive's compensation represent `at risk' pay
opportunities related to accomplishment of specific business goals.
The program is designed and administered to:
. provide annual, intermediate and longer term incentives that help
focus each executive's attention on approved operating-unit and
Corporate business goals the attainment of which, in the judgment of
the Committee, should increase long-term Shareowner value.
. link `at risk' pay with appropriate measurable quantitative and
qualitative achievements against approved performance parameters.
. reward individual and team achievements that contribute to the
attainment of the Corporation's business goals.
. provide a balance of total compensation opportunities, including
salary, bonus, and longer term cash and equity incentives, that are
competitive with top-ranking, multi-divisional, global companies and
reflective of the Corporation's performance.
. support organizational changes and objectives which are strategic,
structural or cultural."
In seeking to link executive pay to corporate performance, the Committee
believes that the most appropriate measure of corporate performance is the
increase in long-term Shareowner value, which involves improving such
quantitative performance measures as revenue, net income, cash flow, operating
margins, earnings per share ("EPS") and return on shareowners' equity ("ROE").
The Committee may also consider qualitative corporate and individual factors
which it believes bear on increasing the long-term value of the Company to its
Shareowners. These include (i) the development of competitive advantage, (ii)
the ability to deal effectively with the complexity and globalization of the
Company's businesses, (iii) success in developing business strategies,
managing costs and improving the quality of the Company's products and
services as well as customer satisfaction, and (iv) the general performance of
individual job responsibilities.
Components of Executive Compensation Program
Dun & Bradstreet's executive compensation program consists of (i) an
annual salary and bonus, (ii) an intermediate-term incentive represented by
potential performance unit awards, and (iii) a long-term incentive
8
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represented by stock options. As explained below, the bonuses, performance
units and stock options serve to link executive pay to corporate performance,
since the attainment of these awards depends upon meeting the quantitative
and, if applicable, qualitative performance goals which serve to increase
long-term Shareowner value.
Under recent amendments to the Internal Revenue Code, beginning in 1994
certain incentive compensation paid to the five most highly-paid executives of
the Company is not deductible for federal income tax purposes unless changes
are made in the Company's incentive plans described below, and such changes
are submitted for Shareowner approval. Although the Committee believes that
the ability to claim such tax deductions is of value to the Company, it has
determined not to amend the plans at this time because information currently
available to it is insufficient to determine what changes should be made and
how they would affect the operation of the plans. Proposed Internal Revenue
Service regulations leave many such questions unanswered and final regulations
are not expected to be issued until later in 1994. At that time the Committee
intends to reconsider the advisability of amending the plans and submitting
them for Shareowner approval.
Salary and Bonus. In December of each year, the Committee sets the annual
salary of each executive officer, including those named in the Summary
Compensation Table below (the "named executives"), for the following year and
establishes a potential bonus the executive may earn for each of the
quantitative and, if applicable, qualitative performance goals established by
the Committee. These goals consist of a mix of targets for the performance
measures of corporate EPS, net income and revenue, as well as, for certain
executive officers, business unit operating income and revenue. The Committee
sets these targets early in the year after a detailed review by the Board of
Directors of the Company's annual operating budget. No bonus is earned with
respect to a performance measure unless a performance "floor" for that measure
is exceeded; the potential bonus with respect to a measure is earned if the
target is achieved; achievement between the floor and the target results in a
lower bonus with respect to that performance measure. An amount larger than
the potential bonus for each performance measure can be earned, up to a
specified limit, for exceeding the target for that measure.
The bonus portion of compensation is highly leveraged. For example, each
1% above or below the EPS and net income targets will have a positive or
negative impact several times greater than 1% on the bonus actually earned
versus the potential bonus. In the case of the 1993 corporate revenue target,
the upward multiplier effect applied to revenue growth above the 1992 figure,
but no bonus would have been earned with respect to the revenue component if
1993 revenue had been below 1992 revenue. In ascertaining the achieved level
of performance against the targets, the effects of certain extraordinary
events, as determined by the Committee, such as certain (i) major acquisitions
and divestitures, (ii) significant one-time charges, and (iii) changes in
accounting principles required by the Financial Accounting Standards Board,
are "compensation neutral" for the year in which they occurred, that is, they
are not taken into account in determining the degree to which the targets are
met in that year.
Performance Units. Under Dun & Bradstreet's intermediate-term Performance
Unit Plan, executive officers are granted performance units which represent
the opportunity to earn cash and restricted stock at the end of a set period
(currently three years) following the date of grant, based upon the degree to
which previously established performance goals for that period have been met.
These goals include floor and target corporate EPS and revenue growth
performance targets, and there are leveraged payout rates that operate in a
manner similar to the bonus plan described above. A new award period begins
each year. The cash performance unit awards shown as paid in 1993 under
"Long-Term Incentive Payouts" in the Summary Compensation Table were based on
performance targets previously established by the Committee for the 1990-1992
period for the named executives other than Serge Okun. The award shown as paid
to Mr. Okun in 1993 was paid under the Long-Term Incentive Compensation Plan
of I.M.S. International, Inc. ("IMS"), a wholly-owned subsidiary of Dun &
Bradstreet. Under this plan, Mr. Okun was granted units with an eventual value
determined by the extent to which IMS earnings growth during a performance
period met or exceeded targets established by Robert E. Weissman, the
President and Chief Executive Officer of Dun & Bradstreet, prior to the start
of each performance period.
It has been the Company's practice to award restricted stock to executive
officers who earn cash performance unit awards at the end of an award period,
based on achievement of the same performance goals underlying the cash awards.
The amounts of restricted stock shown in the Summary Compensation Table as
awarded in 1993 to executive officers other than Mr. Okun were equal to 50% of
the cash performance unit awards earned by the named executives for the
1990-1992 period, so that one-third of the total intermediate-term award
consisted of restricted stock.
9
<PAGE>
<PAGE>
Restricted stock is Dun & Bradstreet Common Stock that must be held for a
specified period of time after it is issued before it can be sold or disposed
of. (Currently, one third of the restricted stock vests in each of the three
years following the date of issue.) The executive is entitled to receive
dividends and vote the stock during this period. If the executive leaves the
Company other than by retirement, the unvested stock generally is forfeited.
Thus, performance-based restricted stock awards serve as both a reward for
performance and a retention device for key executives, as well as aligning
their interests with Shareowners as a group.
Stock Options. The long-term component of Dun & Bradstreet's executive
compensation program consists of stock option grants. The options permit the
option holder to buy the number of shares of Dun & Bradstreet Common Stock
covered by the option (an "option exercise") at a price equal to the market
price of the stock at the time of grant. Thus, the options gain value only to
the extent the stock price exceeds the option exercise price during the life
of the option. The options may not be exercised for at least one year after
grant. Except as indicated below, they may then be exercised in installments
of 25% of the grant amount each year until they are 100% vested and they
expire 10 years after the grant date.
Basis of 1993 Compensation
As indicated in the Company's executive compensation philosophy, a major
factor in the Committee's compensation decisions is the competitive
marketplace for senior executives. The Committee uses the services of outside
compensation consultants to secure data on competitive compensation trends and
meets with these consultants outside the presence of management. In setting
competitive compensation levels, the Company compares itself to a
self-selected group of companies of comparable size, market capitalization,
technological and marketing capabilities, performance and global presence with
which Dun & Bradstreet competes for executives (the "compensation comparison
group"). Since the Company's most direct competitors for executive talent are
not the same companies used for a comparison of Shareowner return, the
compensation comparison group is not the same as the "performance peer group"
used for the 5-Year Cumulative Total Return graph discussed below.
In determining the 1993 salary and bonus for Charles W. Moritz, the
Company's Chief Executive Officer during 1993, and the other named executives,
the Committee's approach was to set compensation opportunity levels above the
median compensation level, but not exceeding the 75th percentile, of the
compensation comparison group of companies. The Committee also took account of
the Company's revenue, cash flow and ROE performance, its ability to meet EPS
targets, improvements in operating margins through increased productivity and
lower costs, and other actions taken to increase the long-term value of the
Company to its Shareowners, without any specific weighting of those factors.
In addition, the Committee took into consideration actions to encourage the
Company's associates to focus on customer satisfaction and to ensure that the
Company's values and ethical business standards are clearly understood and
followed by its associates worldwide.
After considering these factors, the Committee increased Mr. Moritz's
1993 salary by 6.5% over 1992, and increased his 1993 bonus opportunity by
7.1% over 1992. In determining the performance targets for earning the 1993
bonus, the Committee believed that revenue growth, net income growth and EPS
growth were of equal significance, and thus these three factors were given
essentially equal weight (34%, 33% and 33%, respectively) in determining the
bonus earned.
For 1993 and at least the four previous years, year-to-year increases in
total annual cash compensation opportunities for Mr. Moritz and the other
named executives have reflected a higher percentage increase in bonus
opportunity versus salary in order to provide a strong linkage between
compensation and corporate performance.
The 1993 performance unit grants to the named executives shown in the
table labeled "Long-Term Incentive Plans--Awards in Last Fiscal Year" were
made in December 1993 and are for awards to be earned over the 1994-1996
period. The amount ultimately paid for these awards is based on a combination
of cumulative three-year corporate EPS and revenue growth targets established
by the Committee.
Generally, the Committee sets the size of stock option grants based on a
multiple of salary, after considering the practices of the compensation
comparison group. In determining the amount of a stock option grant, the
Committee has not specifically used as a factor the number of options held by
the named executive, since to do so might encourage the executive to exercise
options earlier than otherwise. However, the Committee does review an analysis
of the
10
<PAGE>
<PAGE>
executive's past compensation, and, where applicable, prospective compensation
values based on various assumptions of retirement age and corporate
performance. The table labeled "Option/SAR Grants in Last Fiscal Year" lists
the present values associated with 1993 option grants to Mr. Moritz and the
other named executives, based on the Black-Scholes option valuation model,
which is one of the methods permitted by the SEC to value options.
As part of a top management succession transition, Mr. Weissman was
elected Chief Executive Officer of the Company effective January 1, 1994; Mr.
Moritz remains as Chairman. In view of Mr. Moritz's changed responsibilities,
the Committee granted him stock options in December 1993 with terms different
from those granted to the other named executives. The value of Mr. Moritz's
1993 stock option grant was decreased by 20% from the 1992 grant, measured by
the market value of the shares underlying the options on the date of grant. In
addition, none of Mr. Moritz's 1993 grant of stock options may be exercised
until October 1, 1995, at which time they may all be exercised. They expire
four years after the grant date, as opposed to the usual 10 years.
Furthermore, no 1993 performance unit grant was made to Mr. Moritz.
The Committee believes that the compensation package for Mr. Moritz is
appropriate from several perspectives. His 1993 salary and bonus ranks between
the 50th and 75th percentiles of the salary and bonus of chief executive
officers in the compensation comparison group. Additionally, Mr. Moritz's
compensation is appropriate in view of the performance of the Company as
discussed below and the Company's high rankings in Fortune magazine's August
1993 listing of its 1992 Global Service 500 companies. Of the 500 Global
Service companies, Dun & Bradstreet ranked 4th in return on assets and 15th in
return on sales/revenues. Of the 100 companies in the diversified service
group within the Global Service 500, Dun & Bradstreet was the only
"information services" company and was ranked 11th in net income, 35th in
shareowners' equity, 64th in assets and 100th in sales.
The first graph following this Report, which is required by the SEC,
compares the Company's five-year cumulative total return to Shareowners (stock
price appreciation plus dividends) from December 31, 1988 to December 31, 1993
with the return for the Standard & Poor's 500 Index ("S&P 500") and an index
of performance peer group companies. Since there is no widely recognized
standard industry group or index comprising Dun & Bradstreet and peer
companies, the BusinessWeek magazine Publishing Group of companies, which
includes Dun & Bradstreet and 14 other companies, has been used as the peer
group. The performance peer group return figures shown in the graph exclude
Dun & Bradstreet and one company which does not have five years of public
results. While Dun & Bradstreet had a return lower than the S&P 500 over the
five-year period, resulting in part from a decline in earnings in 1990, in the
four-year period from the end of 1989 through 1993 the Company's cumulative
total return to Shareowners was higher than that of the S&P 500 and the
performance peer group, as shown in the second graph following this Report. In
addition, as shown in the third graph following this Report, Dun & Bradstreet
outperformed the S&P 500 and the performance peer group in ROE over the
five-year period 1988-1993.
EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE
James R. Peterson, Chairman
Kingman Douglass Robert J. Lanigan
Robert A. Hanson Vernon R. Loucks, Jr.
11
<PAGE>
<PAGE>
{The following tabular information is a description, pursuant to
Rule 304 of Regulation S-T, of a graph contained in the paper format of
this Proxy Statement being sent to Shareowners.}
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
--------------------------------------------
DUN & BRADSTREET, S&P 500 & BUSINESSWEEK PUBLISHING GROUP
----------------------------------------------------------
12/31 12/31 12/31 12/31 12/31 12/31
1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
S&P 500 $100.0 $131.7 $127.6 $166.5 $179.2 $197.2
Peer Group $100.0 $117.3 $ 92.4 $107.7 $125.8 $157.0
Dun & Bradstreet $100.0 $ 89.1 $ 85.6 $122.3 $127.9 $142.0
Source: Zacks Investment Research.
Assumes $100 invested on 12/31/88.
Total return calculated to December 31, 1993.
Assumes dividend reinvestment.
The performance peer group consists of McGraw-Hill, Inc., Dow Jones & Company,
Inc., Gannett Co., Inc., Knight-Ridder, Inc., The Times Mirror Company, The
New York Times Company, The Washington Post Company, Tribune Company, Commerce
Clearing House, Inc., Meredith Corporation, Time Warner Inc., Western
Publishing Group, Inc. and The E.W. Scripps Company. These companies, along
with Dun & Bradstreet and one company that does not have a five-year stock
price history, constitute BusinessWeek's Publishing Group as published on
December 27, 1993.
12
<PAGE>
<PAGE>
{The following tabular information is a description, pursuant to
Rule 304 of Regulation S-T, of a graph contained in the paper format of
this Proxy Statement being sent to Shareowners.}
COMPARISON OF 4-YEAR CUMULATIVE TOTAL RETURN
--------------------------------------------
DUN & BRADSTREET, S&P 500 & BUSINESSWEEK PUBLISHING GROUP
----------------------------------------------------------
12/31 12/31 12/31 12/31 12/31
1989 1990 1991 1992 1993
----- ----- ----- ----- -----
Dun & Bradstreet $100.0 $ 96.1 $137.4 $143.6 $159.5
S&P 500 $100.0 $ 96.9 $126.4 $136.1 $149.8
Peer Group $100.0 $ 78.8 $ 91.8 $107.2 $133.9
Source: Zacks Investment Research.
Assumes $100 invested on 12/31/89.
Total return calculated to December 31, 1993.
Assumes dividend reinvestment.
{The following tabular information is a description, pursuant to
Rule 304 of Regulation S-T, of a graph contained in the paper format of
this Proxy Statement being sent to Shareowners.}
COMPARISON OF 5-YEAR RETURN ON AVERAGE EQUITY
---------------------------------------------
DUN & BRADSTREET, S&P 500 & BUSINESSWEEK PUBLISHING GROUP
----------------------------------------------------------
YEAR END
-------------------------------------------------------
1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
Dun & Bradstreet 25.4% 27.2% 24.2% 24.4% 25.6% 29.1%
S&P 500 15.4% 14.1% 12.5% 9.0% 10.7% 11.9%
Peer Group 20.5% 11.5% 5.7% 5.8% 6.4% 7.6%
Source: Compustat.
1993 reflects latest 4 quarters available (through 3Q93).
Income is before extraordinary items.
Equity is as reported by each company.
Peer Group weighted by book value.
13
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
---------------------------------- ------------------------ ------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Other Annual Restricted Underlying Long-Term All Other
Compen- Stock Options/ Incentive Compen-
Salary Bonus (1) sation (2) Award(s) (3) SAR's (4) Payouts (5) sation (6)
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles W. Moritz 1993 988,615 872,460 1,434 460,072 40,160 920,250 80,066
Chairman of the Board and 1992 929,231 839,370 1,055 257,992 54,372 516,000 53,412
Chief Executive Officer 1991 879,077 750,394 -- 293,388 56,296 316,875 --
Robert E. Weissman 1993 674,077 591,334 0 306,734 40,160 613,500 54,472
President and Chief 1992 634,462 569,573 1,712 171,995 37,748 344,000 36,495
Operating Officer 1991 599,423 513,173 -- 190,026 39,111 190,125 --
Volney Taylor 1993 444,423 491,941 0 153,963 27,037 307,988 37,807
Executive Vice President 1992 419,615 418,750 1,579 72,043 20,086 144,167 23,100
1991 394,423 306,810 -- 60,904 20,148 121,875 --
Serge Okun 1993 475,000 450,000 0 249,986 24,788 300,000 11,585
Executive Vice President 1992 450,000 375,000 0 0 11,774 275,000 5,707
1991 435,000 300,000 -- 0 11,851 150,000 --
Edwin A. Bescherer, Jr. 1993 414,539 352,902 0 138,016 18,634 276,075 31,506
Executive Vice President- 1992 394,615 304,771 3,670 68,776 17,662 137,600 21,171
Finance and Chief 1991 369,596 271,110 -- 48,714 20,148 97,500 --
Financial Officer
</TABLE>
- ------------
(1) Bonus amounts shown were earned with respect to each year indicated
and paid in the following year.
(2) Amounts shown represent reimbursement for taxes paid by the named
executive officers with respect to Company-directed spousal travel.
Information in this column is not required for years prior to 1992.
(3) Amounts shown represent dollar value on the date of grant of
restricted stock granted in each year. In addition, the number and
value of the aggregate restricted stock holdings of the named
executive officers at Decem-ber 31, 1993 were: Mr. Moritz--12,361
shares ($761,748); Mr. Weissman--8,165 shares ($503,169); Mr.
Taylor--4,023 shares ($247,917); Mr. Okun--4,115 shares ($253,587)
and Mr. Bescherer--3,613 shares ($222,652). Other than for Mr. Okun,
one-third of each restricted stock award vests in each of the three
years following the date of the award. For Mr. Okun, the restricted
stock award will vest, in full, in February 1996 based on
achievement of specific performance criteria. Dividends are paid at
the rate established from time to time for Dun & Bradstreet Common
Stock.
(4) Amounts shown represent the number of non-qualified stock options,
without tandem stock appreciation rights, granted each year.
(5) Amounts shown represent payments made in each year under the Key
Employees Performance Unit Plan or, for Mr. Okun, the IMS Long-Term
Incentive Compensation Plan.
(6) Amounts shown represent aggregate annual Company contributions for
the account of each named executive officer (other than Mr. Okun)
under the Dun & Bradstreet Profit Participation Plan ("PPP") and the
Profit Participation Benefit Equalization Plan ("PPBEP"), plans
which are open to associates of Dun & Bradstreet and certain
subsidiaries upon completion of one year of service. The PPP is a
tax-qualified defined contribution plan and the PPBEP is a
non-qualified plan which provides a benefit to participants in the
PPP equal to the amount of Company contributions that would have
been made to the participant's PPP account but for certain Federal
tax laws. The amounts shown for Mr. Okun represent Company-paid
premiums for life insurance provided under the IMS Executive Pension
Plan. Information in this column is not required for years prior to
1992.
14
<PAGE>
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------------------------
(A) (B) (C) (D) (E) (F)
NUMBER OF
SECURITIES
UNDERLYING % OF TOTAL
OPTIONS/ OPTIONS/SAR'S EXERCISE
SAR'S GRANTED TO OR BASE GRANT DATE
GRANTED (1) EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE (2)
NAME (#) FISCAL YEAR ($/SHARE) DATE ($)
- ----------------------------------------------- ----------- ------------- --------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
Charles W. Moritz. . . . . . . . . . . . . . . 40,160 2.28% 62.25 12/14/97 357,500
Robert E. Weissman . . . . . . . . . . . . . . 40,160 2.28% 62.25 12/14/03 495,000
Volney Taylor. . . . . . . . . . . . . . . . . 18,634 1.54% 62.25 12/14/03 229,700
8,403 59.50 07/20/03 99,000
Serge Okun . . . . . . . . . . . . . . . . . . 16,385 1.41% 62.25 12/14/03 202,000
8,403 59.50 07/20/03 99,000
Edwin A. Bescherer, Jr.. . . . . . . . . . . . 18,634 1.06% 62.25 12/14/03 229,700
</TABLE>
- ------------
(1) Amounts shown represent the number of non-qualified stock options,
without tandem stock appreciation rights ("SAR's"), granted in 1993.
Options may not be exercised for at least one year after grant and may
then be exercised in installments of 25% of the grant amount each year
until they are 100% vested, other than the grant to Mr. Moritz which may
not be exercised until October 1, 1995, at which time it may be exercised
in full. Payment must be made in full upon exercise in cash or Common
Stock. The option holder may elect to have shares of Common Stock
issuable upon exercise withheld by the Company to pay withholding taxes
due. The options shown include Limited SAR's in tandem with the options.
Limited SAR's are exercisable only if and to the extent that the related
option is exercisable and are exercisable only during the 30-day period
following the acquisition of at least 20% of the outstanding Common Stock
pursuant to a tender or exchange offer not made by the Company. Each
Limited SAR permits the holder to receive cash equal to the excess over
the related option exercise price of the highest price paid pursuant to a
tender or exchange offer for Common Stock which is in effect at any time
during the 60 days preceding the date upon which the Limited SAR is
exercised. Limited SAR's can be exercised regardless of whether the
Company supports or opposes the offer.
(2) Grant date present value is based on the Black-Scholes option valuation
model, which makes the following assumptions: an expected stock-price
volatility factor of 0.152, a risk-free rate of return of 7%, a dividend
yield of 4.16%, and a time of exercise of 10 years, except four years for
Mr. Moritz's grant. (This difference in exercise times accounts for the
difference in grant date present value between the grants to Mr. Moritz
and Mr. Weissman.) These assumptions may or may not be fulfilled. The
amounts shown cannot be considered predictions of future value. In
addition, the options will gain value only to the extent the stock price
exceeds the option exercise price during the life of the option.
15
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SAR's at Fiscal In-the-Money Options/SAR's
Acquired Value Year-End (2)(#) at Fiscal Year-End (3) ($)
On Exercise Realized (1) --------------------------- -----------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- ------------ ----------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles W. Moritz. . . . 0 0 270,704 123,846 4,379,823 764,672
Robert E. Weissman . . . 0 0 173,894 97,907 2,746,459 523,656
Volney Taylor .. . . . . 0 0 86,456 57,357 1,302,020 291,315
Serge Okun. . .. . . . . 5,055 60,028 10,472 41,919 133,147 165,039
6,578 152,116
4,746 115,684
2,962 45,171
Edwin A. Bescherer, Jr.. 1,425 44,175 71,481 46,684 1,027,601 257,317
3,888 83,835
</TABLE>
- ------------------
(1) Amounts shown represent the value realized upon the exercise of
stock options during 1993, which equals the difference between the
exercise price of the options and the closing market price of the
underlying Common Stock on the date preceding the exercise date.
(2) No SAR's were outstanding at December 31, 1993.
(3) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price of the
underlying Common Stock at December 31, 1993. Options are
in-the-money if the fair market value of the Common Stock exceeds
the exercise price of the option.
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
(a) (b) (c) (d) (e) (f)
Performance Estimated Future Payouts
No. of or Other Under Non-Stock Price-Based Plans (2)
Shares, Units Period Until -----------------------------------------
or Other Maturation Threshold ($) Target ($) Maximum ($)
Name Rights (1) ($) or Payout (0%) (100%) (200%)
- --------------------------------- --------------- ------------ ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Charles W. Moritz. . . . . . . . . . 0 0 0 0 0
Robert E. Weissman . . . . . . . . . 1,200,000 Three Years 0 1,200,000 2,400,000
Volney Taylor . . . . . . . . . . . 540,000 Three Years 0 540,000 1,080,000
Serge Okun. . . . . . . . . . . . . 480,000 Three Years 0 480,000 960,000
Edwin A. Bescherer, Jr.. . . . . . . 540,000 Three Years 0 540,000 1,080,000
</TABLE>
- ------------
(1) Amounts shown represent nominal dollar value of grants under the Dun
& Bradstreet Performance Unit Plan. The material terms of these
grants are described in the Report of the Executive Compensation and
Stock Option Committee above.
(2) Cash awards may range from 0 to 200% of the nominal grant value
based on achievements within a range of performance goals. In
addition, restricted stock will be granted at the time cash
performance unit awards are paid out, in an amount equal to 50% of
the cash awards earned.
16
<PAGE>
<PAGE>
RETIREMENT BENEFITS
The following table sets forth the estimated aggregate annual benefits
payable under the Dun & Bradstreet Retirement Plan, Dun & Bradstreet's
Supplemental Executive Benefit Plan and Pension Benefit Equalization Plan to
persons in specified average final compensation and credited service
classifications upon retirement at age 65. Amounts shown in the table include
U.S. Social Security benefits which would be deducted in calculating benefits
payable under these plans. These aggregate annual retirement benefits do not
increase as a result of additional credited service after 15 years.
<TABLE>
<CAPTION>
Estimated Aggregate Annual Retirement Benefit
Average Assuming Credited Service of:
Final -----------------------------------------------------------------
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
------------ --------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
$ 550,000. . . . . . . . . . $ 330,000 $ 330,000 $ 330,000 $ 330,000 $ 330,000
700,000. . . . . . . . . . 420,000 420,000 420,000 420,000 420,000
850,000. . . . . . . . . . 510,000 510,000 510,000 510,000 510,000
1,000,000. . . . . . . . . . 600,000 600,000 600,000 600,000 600,000
1,300,000. . . . . . . . . . 780,000 780,000 780,000 780,000 780,000
1,600,000. . . . . . . . . . 960,000 960,000 960,000 960,000 960,000
1,900,000. . . . . . . . . . 1,140,000 1,140,000 1,140,000 1,140,000 1,140,000
2,200,000. . . . . . . . . . 1,320,000 1,320,000 1,320,000 1,320,000 1,320,000
</TABLE>
The number of years of credited service for Messrs. Moritz, Weissman,
Taylor and Bescherer are, respectively, 33, 14, 22 and 15. Mr. Okun's
retirement benefits are described below.
Compensation, for the purpose of determining retirement benefits,
consists of salary, wages, cash bonuses, commissions and overtime pay.
Severance pay, contingent payments and other forms of special remuneration are
excluded. Bonuses included in the Summary Compensation Table above are not
paid until the year following the year in which they are accrued and expensed;
therefore, compensation for purposes of determining retirement benefits varies
from the Summary Compensation Table amounts in that bonuses expensed in the
previous year but paid in the current year are part of retirement compensation
in the current year and current year's bonuses accrued and included in the
Summary Compensation Table are not. For 1993, compensation for purposes of
determining retirement benefits for each of the executive officers named in
the Summary Compensation Table differed by less than 10% from the amount shown
in the table.
Average final compensation is defined as the highest average annual
compensation during five consecutive twelve-month periods in the last ten
consecutive twelve-month periods of the member's credited service. Members
vest in their accrued retirement benefit upon completion of five years'
service. The benefits shown in the table above are calculated on a
straight-life annuity basis.
The following table sets forth the estimated aggregate annual benefits
payable under the Dun & Bradstreet Retirement Plan, the IMS Executive Pension
Plan, and any other retirement plan of IMS or a subsidiary of IMS, to
designated senior executives of IMS in specified Final Pensionable Salary and
credited years of service classifications upon retirement at age 65.
Estimated Aggregate Annual Retirement Benefit
Assuming Credited Service of:
--------------------------------------------
Final 25 Years
Pensionable Salary 15 Years 20 Years or More
------------------ -------- -------- -------
$400,000. . . . . . . . . . $150,000 $200,000 $240,000
500,000. . . . . . . . . . 187,500 250,000 300,000
600,000. . . . . . . . . . 225,000 300,000 360,000
Mr. Okun, the only executive officer of Dun & Bradstreet participating in
the IMS Executive Pension Plan, has 22 years of credited service for purposes
of this plan.
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Final Pensionable Salary is defined in the IMS Executive Pension Plan as
the basic salary paid to a participant by IMS and any of its subsidiaries
averaged over the three years which produce the highest average during the ten
years immediately preceding the date of retirement, death or other termination
of participation in the IMS Executive Pension Plan. The benefits shown in the
table above are calculated on a straight-life annuity basis and are not
subject to any deduction for U.S. Social Security or any other offset.
Pursuant to an agreement with Mr. Okun in connection with Dun &
Bradstreet's acquisition of IMS in 1988, if Mr. Okun's employment is
terminated for any reason (including retirement) other than for cause, he
shall be entitled to receive the actuarial equivalent of his accrued pension
benefits in a lump sum, such benefit to be calculated assuming he had an
additional three years of credited service at a salary equal to his base
salary on the date of termination plus an increase in such salary over such
three-year period of 9.01% compounded annually.
CHANGE-IN-CONTROL SEVERANCE AGREEMENTS
Beginning in 1989, the Company entered into agreements with the executive
officers named in the Summary Compensation Table above (as well as other
officers and key associates of Dun & Bradstreet and its domestic subsidiaries)
providing for certain benefits upon actual or constructive termination of
employment in the event of a Change in Control (as defined below) of the
Company. With respect to the named executive officers, if, following a Change
in Control, such an executive officer's employment is terminated other than
for cause or by reason of death, disability or normal retirement, or the
executive officer terminates employment for "good reason" (generally, an
unfavorable change in employment status, compensation or benefits or a
required relocation), such executive officer shall be entitled to receive a
lump sum payment equal to three times salary plus bonus opportunity,
continuation of welfare benefits and certain perquisites for three years,
outplacement consulting in the amount of 20% of salary plus bonus opportunity,
immediate vesting of all deferred compensation and benefit plan entitlements
and payment of any excise taxes due in respect of the foregoing benefits. The
term of each agreement continued until December 31, 1992, and has been
automatically extended for additional one-year terms subject to termination by
the Company. There is an automatic 24-month extension following any Change in
Control. A Change in Control generally is deemed to occur if: (i) any person
becomes the owner of 30% of Dun & Bradstreet's voting securities; (ii) during
a two-year period the majority of the membership of the Board of Directors
changes without approval of two-thirds of the directors who either were
directors at the beginning of the period or whose election was previously so
approved; (iii) the Shareowners approve a merger or consolidation with another
company in which Dun & Bradstreet's voting securities do not continue to
represent at least 50% of the surviving entity; or (iv) the Shareowners
approve a liquidation, sale or disposition of all or substantially all of the
Company's assets.
COMPENSATION OF DIRECTORS
Cash Compensation. In 1993, each director not employed by the Company was
paid a retainer at an annual rate of $30,000 in quarterly installments. In
addition, each such director was paid a fee of $1,200 for each Board or
Committee meeting attended in 1993. If a Board or Committee meeting lasted
more than half a day or if such meeting was held other than on a date
regularly scheduled for a Board meeting, the regular $1,200 fee was doubled
for such meeting. Directors who were employed by the Company received no
retainers or fees.
Each director not employed by the Company may elect on or before December
31 of any year to have all or a specified part of the retainer and fees during
the subsequent calendar year or years deferred until such director ceases to
be a director. New directors may similarly so elect at the beginning of their
terms. Such deferred amounts are held for the account of directors and bear
interest at prescribed rates. Deferred amounts and accrued interest are paid
in accordance with a director's election in a lump sum or five or ten annual
installments commencing on the tenth day of the calendar year following the
year in which such person ceases to be a director of Dun & Bradstreet, except
that the balance of a director's account is paid in a lump sum on the tenth
day of the calendar year following the director's death to the director's
estate or to such beneficiary as was previously designated by the director. A
director may change or terminate an election to defer retainers and fees,
effective as of the end of the calendar year in which notice of such change or
termination is given to Dun & Bradstreet.
Upon the occurrence of a Change in Control of the Company, (i) a lump sum
payment shall be made to each director of the amount credited to the
director's deferred account on the date of the Change in Control and (ii) the
total
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<PAGE>
amount credited to each director's deferred account from the date of the
Change in Control until the date such director ceases to be a director shall
be paid in a lump sum at that time. In addition, any notice by a director to
change or terminate an election to defer retainers and fees given on or before
the date of the Change in Control shall be effective as of the date of the
Change in Control rather than the end of the calendar year.
Retirement Plan. Directors who serve as such for at least ten years,
including at least two years during which the director was not also employed
by the Company, participate in a retirement benefit plan. Upon reaching age 70
(or age 65 in the case of a director who retires due to disability), a
director satisfying such criteria is entitled to receive annually, after
retirement from the Board, an amount equal to the annual retainer being paid
directors (exclusive of meeting fees) at the time the director retires. To
receive any such benefits, a former director must agree to be available to
consult with and render advice to the Company. Conduct detrimental to the
Company results in forfeiture of retirement benefits. Benefits cease upon a
former director's death.
Upon the occurrence of a Change in Control of the Company, (i) a director
already receiving benefits under the plan shall have the present value of the
remaining benefits payable to the director paid in a lump sum, (ii) a director
who has ten or more years of eligible service at the time of a Change in
Control shall have the present value of such director's accrued benefits at
that time paid in a lump sum, (iii) a director who has at least five but less
than ten years of eligible service at the time of a Change in Control shall
have a pro rata portion (based on the number of full years of service) of the
present value of the benefits such director would be entitled to had he or she
completed ten years of eligible service paid in a lump sum, (iv) a director
who has less than five years of eligible service at the time of a Change in
Control but who subsequently completes five years of eligible service shall
have fifty percent of the present value of the benefits such director would be
entitled to had he or she completed ten years of eligible service paid in a
lump sum at that time, and (v) upon the persons referred to in (ii), (iii),
and (iv) above ceasing to be directors, such persons shall have the present
value of any additional benefits accrued by them under the plan after the
initial lump sum payment paid in a lump sum.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth the number of shares of Dun & Bradstreet
Common Stock, par value $1 per share, the only outstanding equity security
(other than stock options) or voting security of Dun & Bradstreet,
beneficially owned by each of the current directors, each of the executive
officers named in the Summary Compensation Table above, and all present
directors and executive officers of Dun & Bradstreet as a group, at December
31, 1993. The table also sets forth the name and address of the only persons
known to Dun & Bradstreet to be the beneficial owners (the "Owners") of more
than five percent of the outstanding Common Stock and the number of shares so
owned, to Dun & Bradstreet's knowledge, on December 31, 1993. Such information
is based upon information furnished by each such person (or, in the case of
the Owners, based upon a Schedule 13G filed by such Owners with the SEC) and
is correct to the best knowledge of Dun & Bradstreet. It should be noted that
in certain cases shares required under rules of the SEC to be shown as
beneficially owned are shares to which the indicated person holds only rights
to acquire within 60 days through exercise of stock options. Unless otherwise
stated, the indicated persons have sole voting and investment power over the
shares listed. All directors and executive officers as a group own less than
1% of the Common Stock. Percentages are based upon the number of shares of Dun
& Bradstreet Common Stock outstanding at December 31, 1993, plus, where
applicable, the number of shares that the indicated person or group had a
right to acquire within 60 days of such date.
19
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<PAGE>
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES AND NATURE OF OWNERSHIP
- -------------------------------------- -------------------------------------------------------
<S> <C> <C>
Hall Adams, Jr.. . . . . . . . . . . 500 Direct
----------
Clifford L. Alexander, Jr. . . . . . 400 Direct (1) (2)
----------
Edwin A. Bescherer, Jr.. . . . . . . 12,875 Direct
3,613 Restricted Stock Grant (3)
71,481 Rights to Acquire Within 60 Days by Exercise of Options
----------
87,969
----------
Kingman Douglass . . . . . . . . . . 1,000 Direct (4)
----------
Mary Johnston Evans. . . . . . . . . 1,000 Direct
----------
Robert A. Hanson . . . . . . . . . . 400 Direct
----------
Robert J. Lanigan. . . . . . . . . . 6,200 Direct (5)
----------
Vernon R. Loucks, Jr.. . . . . . . . 700 Direct (6)
----------
John R. Meyer. . . . . . . . . . . . 2,500 Direct (1) (2)
----------
Charles W. Moritz. . . . . . . . . . 72,798 Direct
12,361 Restricted Stock Grant (3)
270,704 Rights to Acquire Within 60 Days by Exercise of Options
----------
355,863
----------
Serge Okun . . . . . . . . . . . . . 500 Direct
4,115 Restricted Stock Grant (3)
10,472 Rights to Acquire Within 60 Days by Exercise of Options
----------
15,087
----------
James R. Peterson. . . . . . . . . . 3,400 Direct
----------
Michael R. Quinlan . . . . . . . . . 500 Direct
----------
Volney Taylor. . . . . . . . . . . . 60,899 Direct
4,023 Restricted Stock Grant (3)
86,456 Rights to Acquire Within 60 Days by Exercise of Options
151,378
----------
Robert E. Weissman . . . . . . . . . 95,223 Direct
8,165 Restricted Stock Grant (3)
173,894 Rights to Acquire Within 60 Days by Exercise of Options
----------
277,282
----------
All Directors and Executive
Officers as a Group . . . . . . . . 1,203,354 (7)
----------
The Capital Group, Inc.
and its subsidiary,
Capital Research and
Management Company,
333 South Hope Street,
Los Angeles, CA 90071 . . . . . . . 10,048,700(8) (9)
----------
</TABLE>
- ----------
(1) As to which the indicated person has shared voting power.
(2) As to which the indicated person has shared investment power.
(3) Represents shares of restricted stock granted under the 1989 Key
Employees Restricted Stock Plan, which shares are scheduled to vest in
1994, 1995 and 1996.
(4) Does not include 78,400 shares held by a trust in which Mr. Douglass has
a vested income interest and in which he disclaims beneficial ownership.
20
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<PAGE>
(5) These shares are held in two revocable trusts (one trust holding 5,000
shares and the other 1,200 shares) for the benefit of Mr. Lanigan in
which he is the settlor and sole beneficial owner and over which he has
sole investment control. Mr. Lanigan did not file a timely report with
the SEC as to a purchase of 200 shares of Common Stock that he made in
September 1986, which are included in the shares listed in this table,
due to an administrative oversight. Also, his reports to the SEC stated
that a portion of the shares listed in this table were owned directly by
him whereas, in fact, all such shares were held in the trusts referred to
above.
(6) Includes 300 shares held in a Keogh Plan for the benefit of Mr. Loucks.
(7) Includes all shares beneficially owned, regardless of nature of
ownership, and all rights to acquire shares within 60 days.
(8) Represents 5.9% of the total outstanding Common Stock on December 31,
1993.
(9) The Capital Group, Inc. ("CGI") and its wholly-owned subsidiary, Capital
Research and Management Company ("CRMC"), jointly filed a Schedule 13G
with the SEC on February 9, 1994. This Schedule 13G shows that CRMC, a
registered investment adviser, had, as of December 31, 1993, sole
dispositive power (but no voting power) over 10,047,000 shares of Common
Stock. Because of the SEC's ownership attribution rules, the Schedule 13G
also shows CGI as having sole dispositive power over such shares, as well
as sole voting and dispositive power over an additional 1,700 shares.
OTHER MATTERS
Dun & Bradstreet knows of no matters, other than those referred to
herein, which will be presented at the meeting. If, however, any other
appropriate business should properly be presented at the meeting, the persons
named in the enclosed form of proxy will vote the proxies in accordance with
their best judgment.
SHAREOWNER PROPOSALS FOR 1995 ANNUAL MEETING
Shareowner proposals intended to be presented at the Dun & Bradstreet
Annual Meeting of Shareowners in 1995 must be received by Dun & Bradstreet no
later than November 11, 1994.
March 11, 1994
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APPENDIX
(Pursuant to Rule 304 of Regulation S-T)
1. Page 12 contains a description in tabular form of a graph
entitled "Comparison of 5-Year Cumulative Total Return, Dun
& Bradstreet, S&P 500 and BusinessWeek Publishing Group,"
which graph is contained in the paper format of this Proxy
Statement being sent to Shareholders.
2. Page 13 contains a description in tabular form of a graph
entitled "Comparison of 4-Year Cumulative Total Return, Dun
& Bradstreet, S&P 500 and BusinessWeek Publishing Group,"
which graph is contained in the paper format of this Proxy
Statement being sent to Shareholders.
3. Page 13 contains a description in tabular form of a graph
entitled "Comparison of 5-Year Return on Average Equity, Dun
& Bradstreet, S&P 500 and BusinessWeek Publishing Group,"
which graph is contained in the paper format of this Proxy
Statement being sent to Shareholders.
<PAGE>
<PAGE>
THE DUN & BRADSTREET CORPORATION
PROXY/VOTING INSTRUCTIONS FOR THE ANNUAL MEETING TO BE HELD APRIL 19, 1994
AT 9:30 A.M. AT 1209 ORANGE STREET, WILMINGTON, DELAWARE
CHARLES W. MORITZ, ROBERT E. WEISSMAN, EDWIN A. BESCHERER, JR., AND
CHARLES F.G. RAIKES, or any of them, with full power of substitution, and/or
Bankers Trust Company, the Trustee of the Dun & Bradstreet Profit
Participation Plan (the "PPP") and of the DonTech Profit Participation Plan
(the "DPPP"), are hereby authorized and/or instructed to represent and/or vote
all the shares of Common Stock of The Dun & Bradstreet Corporation which the
undersigned is entitled to vote at the Annual Meeting of Shareowners on April
19, 1994, and at any adjournment thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
IDENTIFIED IN ITEM (1) AND FOR ITEM (2).
(1) Election of Class I Directors for a three-year term expiring at the
1997 Annual Meeting of Shareowners. Nominees: Hall Adams, Jr.,
Michael R. Quinlan and Robert E. Weissman.
/ / FOR all nominees listed above, / / WITHHOLD authority to
except vote withheld from the vote for all nominees
following nominees (if any):
------------------------------
(2) Approval of Coopers & Lybrand as independent public accountants to
audit the Company's consolidated financial statements for 1994. Mark
only one.
/ / FOR / / AGAINST / / ABSTAIN
(PLEASE TURN OVER AND SIGN)
THE DUN & BRADSTREET CORPORATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (3).
(3) Approval of a Shareowner proposal regarding implementation of the
MacBride Principles in Northern Ireland. Mark only one.
/ / FOR / / AGAINST / / ABSTAIN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. A PROXY WHICH IS
SIGNED AND RETURNED BY A SHAREOWNER OF RECORD OR A PARTICIPANT IN THE PPP OR
IN THE DPPP WITHOUT SPECIFICATION MARKED IN THE INSTRUCTION BOXES WILL BE
VOTED FOR ELECTION OF ALL NOMINEES IDENTIFIED IN ITEM (1), FOR ITEM (2), AND
AGAINST ITEM (3). THE TRUSTEE OF THE PPP AND OF THE DPPP WILL VOTE ALL SHARES
OF COMMON STOCK HELD IN THE PPP AND IN THE DPPP FOR WHICH VOTING INSTRUCTIONS
HAVE NOT BEEN RECEIVED PRIOR TO APRIL 12, 1994 IN THE SAME PROPORTION AS THOSE
RESPECTIVE PPP AND DPPP SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
Date . . . . . . . . . . . . , 1994
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
SIGNATURE(S)
Please sign exactly as name appears
at left. Joint owners should each
sign. Executors, administrators,
trustees, etc. should so indicate
when signing and sign as required by
the authority held.
Proxy form begins on the reverse
side. Please vote, date, sign and
return immediately.
