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, 1994
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.)
187 Danbury Road, Wilton, Connecticut 06897
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 834-4200.
<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K, for
the year ended December 31, 1994 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,
1994 of the Profit Participation Plan of The Dun & Bradstreet
Corporation.
Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31,
1994 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 21, 1995
<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 (incorporated
herein by reference to Exhibit E to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993,
file number 1-7155, filed March 25, 1994).
(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 (u) and (v), 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, 21, 1994..........................................Exhibit E*
(b) Nonfunded Deferred Compensation Plan for Non-Employee Directors
of Registrant, as amended April 21, 1993 (incorporated herein
by reference to Exhibit F to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993, file number 1-7155,
filed March 25, 1994).
(c) Pension Benefit Equalization Plan, as amended December 21,
1994........................................................Exhibit F*
(d) Profit Participation Benefit Equalization Plan adopted
October 17, 1990 (incorporated herein by reference to
Exhibit H to Registrant's 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 31, 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).
(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).
<PAGE>
Regulation S-K Exhibit to
Exhibit Number this Report
(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 Employees 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 (incorporated
herein by reference to Exhibit G to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993,
file number 1-7155, filed March 25, 1994).
(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 December 21,
21, 1994....................................................Exhibit G*
(t) 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).
(u) Agreement of Limited Partnership of D&B Investors L.P.,
dated as of October 14, 1993 (incorporated herein by
reference to Exhibit H to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993, file
number 1-7155, filed March 25, 1994).
(v) Purchase Agreement and Purchase Agreement Amendment dated
October 14, 1993 among D&B Investors L.P. and other parties
(incorporated herein by reference to Exhibit I to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1993, file number 1-7155, filed March 25, 1994).
(w) Consulting Agreement, dated March 6, 1995, between Registrant
and Charles W. Moritz.......................................Exhibit H*
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a
Fully Diluted Basis...........................................Exhibit A*
<PAGE>
Regulation S-K Exhibit to
Exhibit Number this Report
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1994 Annual Report............................................Exhibit D*
(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, 1995............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 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, 1994 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, 1994 of the DonTech Profit Participation
Plan....................................................Exhibit 99(b)
* Filed with Form 10-K on March 27, 1995; not included with this amendment.
<PAGE>
Exhibit 99(a)
<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, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________to_________________
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, 187 Danbury Road, Wilton, CT 06897.
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
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 21, 1995
1
<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 20, 1995
on our audits of the financial statements of the Profit Participation Plan of
The Dun & Bradstreet Corporation as of December 31, 1994 and 1993 and for
the year ended December 31, 1994, which report is included in this annual
report on Form 11-K.
Coopers & Lybrand L.L.P
New York, New York
June 21, 1995
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, 1994 and 1993 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year Ended December 31, 1994 5
Notes to the 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 net assets available for
plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET
CORPORATION (the "Plan") as of December 31, 1994 and 1993, and the related
statement of changes in net assets available for plan benefits for the year
ended December 31, 1994. 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 plan benefits of the
Plan as of December 31, 1994 and 1993, and the statement of changes in its
net assets available for plan benefits for the year ended December 31, 1994
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 plan benefits as of December 31, 1994
and 1993 and the statement of changes in net assets available for plan
benefits for the year ended December 31, 1994 ispresented for purposes of
additional analysis rather than to present the net assets available for plan
benefits 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 L.L.P
New York, New York
June 20, 1995
F-2
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND
INFORMATION
December 31, 1994
(Dollars in Thousands)
FUND INFORMATION
Dun &
Bradstreet Special Long Term
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
ASSETS
Investment in Group
Trust, at fair
value $814,432 209,220 123,519 412,084 41,505 28,104
Accrued interest
receivable on
particpant loans 105 33 24 40 8 0
Interfund receivable
(payable) 0 (539) (1,150) 3,417 (1,728) 0
Contributions receivable:
from employer 8,854 3,027 1,678 3,517 632 0
from participant 3,255 1,108 750 1,193 204 0
Total assets 826,646 212,849 124,821 420,251 40,621 28,104
Net assets available
for plan benefits $826,646 $212,849 $124,821 $420,251 $40,621 $28,104
The net assets are an integral part of the financial statements
F-3
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABL FOR PLAN BENEFITS, WITH
FUND
INFORMATION
December 31, 1993
(Dollars in Thousands)
FUND INFORMATION
Dun &
Bradstreet Special Long
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
ASSETS
Investments in Group
Trust, at fair value $764,965 $188,142 $133,624 $374,507 $43,716 $24,976
Accrued interest
receivable on
particpant 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 particpants 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-4
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND
INFORMATION
December 31, 1994
(Dollars in Thousands)
FUND INFORMATION
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 $20,661 3,107 (8,973) 26,064 (1,290) 1,753
Accrued interest
income on particpant
loans 105 33 24 40 8 0
Contribuitons received:
from employer 28,607 9,935 5,523 10,830 2,319 0
from participants 62,305 22,090 11,727 23,077 5,411 0
Participant loan
repayments 0 3,060 2,493 4,210 687 (10,450)
Distributions to
participants (72,414) (19,727) (13,200) (34,660) (4,827) 0
Loans to particpants (503) (3,730) (2,727) (5,030) (840) 11,824
Transfer from IDC
Savings Plan
(Note 2) 13,984 7,512 1,113 3,968 1,391 0
Interfund transfers 0 (325) (7,292) 14,248 (6,631) 0
Net increase (decrease)
for the year 52,745 21,955 (11,312) 42,747 (3,772) 3,127
Net assets available
for plan benefits,
as of January 1,
1994 773,901 190,894 136,133 377,504 44,393 24,977
Net assets available
for plan benefits,
as of December 31,
1994 $826,646 $212,849 $124,821 $420,251 $40,621 $28,104
The accompanying notes are an integral part of the financial statements
F-5
<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 1994, distributions are recorded when
paid. In accordance with guidance issued by the American
Institute of Certified Public Accountants in 1993, the Plan
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.
Liabilities of $20,443,431 and $13,227,000 for the years
ended December 31, 1994 and December 31, 1993 respectively,
relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on
the Form 5500's. The difference between distributions to
participants reported in the statement of changes in net
assets available for plan benefits and the Form 5500 for the
year ended December 31, 1994 amounted to $7,216,431.
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.
F-6
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
The Plan is a defined contribution plan and is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). 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
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 before
tax contributions imposed by the Internal Revenue Code. For
1994, the Internal Revenue Code limit on before tax
contribution was $9,240.
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 1994 was
$150,000. 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.
F-7
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
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.
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, 1994 was 6,184.
Amounts forfeited by nonvested or partially vested members
who terminated during the year ended December 31, 1994,
totaled $1,126,198. 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, a wholly owned
subsidiary of The Dun & Bradstreet Corporation, were
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.
On January 1, 1994, associates of IDC, a wholly owned
subsidiary of The Dun & Bradstreet Corporation, were
admitted to participation into the Plan. On July 1, 1994,
$13,984,000 in assets were transferred into the Plan from
the IDC Profit 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 into 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.
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 cash
value. For each fund of the Plan, the cash value and number
of participants were as follows:
December 31,
1994 1993
Wells Fargo Equity Index Fund:
Cash Value $207,619,023 $184,790,295
Number of participants 12,562 12,443
Dun & Bradstreet Common Stock Fund:
Cash Value $121,109,008 $132,273,483
Number of participants 11,168 11,671
Special Fixed Income Fund:
Cash Value $409,896,535 $368,365,414
Number of Participants 14,458 14,647
Wells Fargo Long Term Bond Index Fund:
Cash Value $ 39,473,724 $ 43,243,588
Number of participants 5,003 5,124
The variance between the cash value at December 31, 1994 and
December 31, 1993, and the net assets available for plan
benefits at December 31, 1994 and December 31, 1993 is the
distribution payable amount for each fund.
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 96.5% and 96.4% at
December 31, 1994 and 1993 respectively. Assets at fair
value in the Group Trust are summarized as follows (in
thousands):
December 31,
1994 1993
Wells Fargo Equity Index Fund $210,407* $191,269*
The Dun & Bradstreet Corporation Common Stock 125,308* 139,132*
Ameritech Corporation Common Stock 1,127 949
Prudential Annuity Contract 71,168* 111,774*
New York Life Annuity Contract 42,062* 88,445*
John Hancock Annuity Contract 119,481* 89,404*
Principal Mutual Annuity Contract 138,432* 98,200*
MetLife Annuity Contract 55,371* 0
Wells Fargo Long Term Bond Index Fund 40,011* 43,260*
Loan Account 28,739 25,663
Bankers Trust Short Term Investment Fund 9,110 2,866
Total Investments $841,216 $790,962
Accrued interest and dividends 2,420 2,361
Total assets in Group Trust $843,636 $793,323
* These investments represented 5% or more of the total Plan assets.
The Group Trust's investments had the following income/(loss) during 1994
(in thousands):
Net Appreciation/(Depreciation)
Investments, at fair value as
determined by quoted market prices:
Wells Fargo Equity Index Fund $ ( 2,691)
The Dun & Bradstreet Corporation Common Stock (15,201)
Wells Fargo Long Term Bond Index Fund ( 4,450)
Total net appreciation/(depreciation) $(22,342)
F-10
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
Investment Income
Interest 37,929
Dividends 5,961
Total Investment Income 43,890
Group Trust Income $21,548
The Plan's allocated income in the Group Trust represents
its participating share throughout the year ended December
31, 1994.
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, Metropolitan 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 and
administrative expenses.
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 and investment manager 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 and other expenses of
administering the Plan are borne by the Company.
F-11
<PAGE>
Exhibit 99(b)
<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, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 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)
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, 187 Danbury Road,
Wilton, CT 06897; and
Ameritech Corporation, 30 South Wacker Drive, Chicago,
Illinois 60606
REQUIRED INFORMATION
The required financial statements are attached to this
report.
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 &
Chief Financial Officer
Date: June 21, 1995
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 20, 1995 on our audits of
the financial statements of the DonTech Profit Participation
Plan as of December 31, 1994 and 1993 and for the year ended
December 31, 1994, which report is included in this annual
report on Form 11-K.
Coopers & Lybrand L.L.P.
New York, New York
June 21, 1995
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, 1994 and 1993 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year Ended December 31, 1994 5
Notes to the 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 statements of net
assets available for plan benefits of the DONTECH PROFIT
PARTICIPATION PLAN (the "Plan") as of December 31, 1994 and
1993, and the related statement of changes in net assets
available for plan benefits for the year ended December 31,
1994. 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 plan benefits of the Plan as of
December 31, 1994 and 1993, and changes in its net assets
available for plan benefits for the year ended December 31,
1994 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 plan benefits as of December 31, 1994 and 1993
and the statement of changes in net assets available for
plan benefits for the year ended December 31, 1994 is
presented for purposes of additional analysis rather than to
present the net assets available for plan benefits 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 L.L.P.
New York, New York
June 20, 1995
F-2
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND
INFORMATION
December 31, 1994
(Dollars in Thousands)
FUND INFORMATION
Company Stock Fund Special Long Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
ASSETS
Investment in Group
Trust, at fair
value $29,204 4,497 4,956 1,281 16,845 990 635
Accrued interest
receivable on
participant loans 2 1 0 0 1 0 0
Interfund receivable
(payable) 0 (43) (159) (6) 214 (6) 0
Contributions
receivable:
from employer 44 12 10 9 12 1 0
from participant 176 54 33 30 56 3 0
Total assets 29,426 4,521 4,840 1,314 17,128 988 635
Total assets
available for plan
benefits $29,426 $4,521 $4,840 $1,314 $17,128 $988 $635
The accompanying note 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 INFORMATION
December 31, 1993
(Dollars in Thousands)
FUND INFORMATION
Company Stock Fund Special Long Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
ASSETS
Investments in
Group Trust at,
fair value $28,358 $4,218 $5,672 $979 $15,704 $1,098 $687
Accrued interest
receivable on
particpant 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 particpant 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-4
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS, WITH FUND INFORMATION
Dececmber 31, 1994
(Dollars in Thousands)
FUNDNFORMATION
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 $880 63 (367) 103 1,073 (35) 43
Accrued interest
income on particpant
loans 2 1 0 0 1 0 0
Contributions
receivable:
from employer 684 187 114 117 234 32 0
from particpants 2,183 629 349 349 763 93 0
Participant loan
repayments 0 68 42 42 91 12 (255)
Distributions to
participants (2,830) (549) (534) (225) (1,486) (36) 0
Loans to
participants (53) (82) (59) (15) (55) (2) 160
Interfund transfers 0 (67) (378) (64) 687 (178) 0
Net increase (decrease)
for the year 866 250 (833) 307 1,308 (114) (52)
Net assets available
for plan benefits,
as of January 1,
1994 28,560 4,271 5,673 1,007 15,820 1,102 687
Net assets available
for plan benefits,
as of December 31,
1994 $29,426 $4,521 $4,840 $1,314 $17,128 $988 $635
The accompanying notes are an integral part of the financial statements
F-5
<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 1994, 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.
Liabilities of $668,730 and $520,000 for the years ended
December 31, 1994 and December 31, 1993 respectively,
relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on
the Form 5500's. The difference between distributions to
participants reported in the statement of changes in net
assets available for plan benefits and the Form 5500 for the
year ended December 31, 1994 amounted to $148,730.
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 and is subject to
the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). 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. Participating
companies make 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 1994 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 the Dun & Bradstreet
Common Stock Fund and Ameritech Common Stock Fund ("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
1994, the Internal Revenue Code limit on before tax
contribution was $9,240.
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 1994 was
$150,000. 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 Dontech, 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>
DONTECH PROFIT PARTICIPATION PLAN
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, 1994 was 165.
Amounts forfeited by nonvested or partially vested members
who terminated during the year ended December 31, 1994,
totaled $40,788. Forfeited amounts reduce future 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 of
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 into 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 cash
value. For each fund of the Plan, the cash value and number
of participants were as follows:
F-8
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3. Investment funds (Cont.)
December 31,
1994 1993
Wells Fargo Equity Index Fund:
Cash Value $ 4,426,172 $ 4,161,639
Number of participants 334 328
Dun & Bradstreet Common Stock Fund:
Cash Value $ 4,776,114 $ 5,569,895
Number of participants 461 479
Ameritech Common Stock Fund:
Cash Value $ 1,279,316 $ 917,917
Number of participants 415 415
Special Fixed Income Fund:
Cash Value $16,669,037 $15,638,072
Number of Participants 409 464
Wells Fargo Long Term Bond Index Fund:
Cash Value $ 974,422 $ 1,101,087
Number of participants 90 91
The variance between the cash value at December 31, 1994 and
December 31, 1993, and the net assets available for plan
benefits at December 31, 1994 and December 31, 1993 is the
distribution payable amount for each fund.
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 3.5% and 3.6% at
December 31, 1994 and 1993 respectively. Assets at fair
value in the Group Trust are summarized as follows (in
thousands):
December 31,
1994 1993
Wells Fargo Equity Index Fund $210,407* $191,269*
The Dun & Bradstreet Corporation Common Stock 125,308* 139,132*
Ameritech Corporation Common Stock 1,127 949
Prudential Annuity Contract 71,168* 111,774*
New York Life Annuity Contract 42,062* 88,445*
John Hancock Annuity Contract 119,481* 89,404*
Principal Mutual Annuity Contract 138,432* 98,200*
MetLife Annuity Contract 55,371* 0
Wells Fargo LongTerm Bond Index Fund 40,011* 43,260*
Loan Account 28,739 25,663
Bankers Trust Short Term Investment Fund 9,110 2,866
Total Investments $841,216 $790,962
Accrued interest and dividends 2,420 2,361
Total assets in Group Trust $843,636 $793,323
* These investments represented 5% or more of total Plan assets.
The Group Trust's investments had the following income/(loss) during 1994
(in thousands):
Net Appreciation (Depreciation)
Investments, at fair value as
determined by quoted market prices:
Wells Fargo Equity Index Fund $(2,691)
The Company Stock Fund (15,201)
Wells Fargo Long Term Bond Index Fund ( 4,450)
Total net appreciation/(depreciation) $( 22,342)
Investment Income
Interest 37,929
Dividends 5,961
Total Investment Income 43,890
Group Trust Income $ 21,548
F-10
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
The Plan's allocated income in the Group Trust represents
its participating share throughout the year ended December
31, 1994.
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, Metropolitan 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 and investment manager fees relating to
investments in the Ameritech/Dun & Bradstreet Common Stock
Fund , Equity Index Fund, and Long Term Bond Index Fund are
charged against Plan assets. Trustee fees and other
expenses of administering the Plan are borne by DonTech.
F-11
