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, 1995
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, 1995 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,
1995 of the Profit Participation Plan of The Dun & Bradstreet
Corporation.
Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31,
1995 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:
__________________________________
Nicholas L. Trivisonno
Executive Vice President-Finance
and Chief Financial Officer
Date: June 17, 1996
<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 (v) and (w), are management contracts or compensatory
plans or arrangements required to be filed pursuant to Item
14(c).)
(a) Retirement Plan for Directors of Registrant, as amended
December, 21, 1994 (incorporated herein by reference to
Exhibit E to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, file number 1-7155, filed
March 27, 1995).
(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,
1995 (incorporated herein by reference to Exhibit F to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, file number 1-7155, filed March 27, 1995).
(d) Profit Participation Benefit Equalization Plan, as amended
and restated effective January 1, 1995.........................Exhibit E*
(e) 1982 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended April 18, 1995........................Exhibit F*
(f) 1991 Key Employees Stock Option Plan for Registrant and
Subsidiaries, as amended April 18, 1995 (incorporated herein
by reference to Exhibit C to Registrant's Proxyn Statement
dated March 10, 1995, file number 1-7155).
(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) Key Employees Perfirmance Unit Plan for Registrant and
subsidiaries, as amended April 18, 1995 (incorporated
herein by reference to Exhibit B to Registrant's Proxy
Statement dated March 10, 1995, file number 1-7155).
(o) Corporate Management Incentive Plan, as amended April 18,
1995 (incorporated herein by reference to Exhibit A to
Registrant's Proxy Statement dated March 20, 1995, file
number 1-7155).
(p) 1989 Key Employees Restricted Stock Plan for Registrant and
Subsidiaries, as amended April 18, 1995 (incorporated herein
by reference to Exhibit D to Registrant's Proxy Statement
dated March 10, 1995, file number 1-7155).
(q) 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).
(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, 1994 (incorporated hereinby reference to Exhibit G
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994, file number 1-7155, filed
March 27, 1995).
(t) Restricted Stock Plan for Non-Employee Directors, adopted
July 20, 1994 (incorporated herein by reference to Exhibit
E to Registrant's Proxy Statement dated March 10, 1995, file
number 1-7155).
(u) Executive Transition Plan, adopted May 17, 1995................Exhibit G*
(v) 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).
(w) 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).
(x) Consulting Agreement, dated March 6, 1995, between Registrant
and Charles W. Moritz (incorporated herein by reference to
Exhibit H to Registrant's Annual Report for the year ended
December 31, 1994, file number 1-7155, filed March 27, 1995.
(y) Memorandum of Agreement, dated April 13, 1995, between
Registrant and Serge Okun (incoroprated herein by reference
to Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, file number 1-7155,
filed August 10, 1995).
(z) Agreement and Release, dated July 20, 1995, between registrant
and Edwin A. Bescherer, Jr. (incorporated herein by reference
to Exhibit 10 to Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995, file number 1-7155,
filed November 10, 1995).
<PAGE>
Regulation S-K Exhibit to
Exhibit Number this Report
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a
Fully Diluted Basis..............................................Exhibit A*
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1995 Annual Report...............................................Exhibit D*
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Report Furnished to Security Holders.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1996...............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.
(27) Financial Data Schedules.........................................Exhibit H*
(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, 1995 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, 1995 of the DonTech Profit Participation
Plan......................................................Exhibit 99(b)
* Filed with Form 10-K on March 27, 1996; 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, 1995
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 17, 1996
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 7, 1996
on our audits of the financial statements of the Profit Participation Plan of
The Dun & Bradstreet Corporation as of December 31, 1995 and 1994 and for
the year ended December 31, 1995, which report is included in this annual
report on Form 11-K.
Coopers & Lybrand L.L.P
New York, New York
June 17, 1996
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, 1995 and 1994 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year Ended December 31, 1995 5
Notes to the Financial Statements 6-12
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, 1995 and 1994, and the related
statement of changes in net assets available for plan benefits for the year
ended December 31, 1995. 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, 1995 and 1994, and the changes in net assets available
for plan benefits for the year ended December 31, 1995 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, 1995
and 1994 and the statement of changes in net assets available for plan
benefits for the year ended December 31, 1995 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 7, 1996
F-2
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION
December 31, 1995
(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 $935,046 298,278 141,942 417,546 49,234 28,046
Accrued interest
receivable on
participant loans 141 51 30 51 9 0
Interfund receivable
(payable) 0 1,290 (571) (1,364) 645 0
Contributions receivable:
From employer 2,206 820 423 800 163 0
From participants 1,924 819 391 547 167 0
Total assets 937,317 301,258 142,215 417,518 50,218 28,046
Net assets available
for plan benefits $937,317 $301,258 $142,215 $417,518 $50,218 $28,046
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 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
Investments in Group
Trust, at fair value $814,432 $209,220 $123,519 $412,084 $41,505 $28,104
Accrued interest
receivable on
participant loans 105 53 24 40 8 0
Interfund receivable
(payable) 0 (67) 362 280 (15) 0
Contributions receivable:
From employer 8,854 3,027 1,678 3,517 632 0
From participants 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 accompanying notes are an integral part of the financial statements.
F-4
<PAGE>
PROFIT PARTICIPATION PLAN OF THE
DUN & BRADSTREET CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION
December 31, 1995
(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 $142,617 $79,325 $27,276 $27,184 $7,358 1,474
Accrued interest
income on participant
loans 141 51 30 51 9 0
Contribuitons received:
From employer 21,581 8,014 3,769 8,167 1,631 0
From participants 60,528 22,894 9,716 23,402 4,516 0
Participant loan
repayments 0 4,226 2,659 5,070 763 (12,718)
Distributions to
participants (91,593) (24,407) (13,641) (48,967) (4,578) 0
Loans to participants (2,546) (4,731) (2,817) (5,768) (907) 11,677
Transfer from Financial
Proformas (Note 2) 920 0 29 891 0 0
Transfer to Pearson
Savings Plan(Note 2) (18,977) (9,967) (1,089) (5,482) (1,948) (491)
Interfund transfers 0 13,004 (8,538) (7,219) 7,253 0
Net increase (decrease)
for the year 112,671 88,409 17,394 (2,671) 9,597 (58)
Net assets available
for plan benefits,
as of January 1,
1995 826,646 212,849 124,821 420,251 40,621 28,104
Net assets available
for plan benefits,
as of December 31,
1995 $939,317 $301,258 $142,215 $417,580 $50,218 $28,046
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 Distributions are recorded when paid.
Liabilities of $14,782,281 and $20,443,431 for the years
ended December 31, 1995 and December 31, 1994 respectively,
relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on
the Forms 5500. 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, 1995 amounted to $5,661,150.
Use of Estimates The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make significant estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties The Plan provides for various investment
options in any combination of stocks, bonds, fixed income securities,
mutual funds, and other investment securities. Certain investment
securities are exposed to various risks, such as interest rate, market
and credit. Due to the level of risk associated with certain investment
securities and the level of uncertainty related to changes in the value
of investment securities, it is at least reasonably possible that changes
in risks in the near term would materially affect participants' account
balances and the amounts reported in the statement of net assets available
for plan benefits and the statement of changes in net assets available for
plan benefits.
F-6
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
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 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
1995, the Internal Revenue Code limit on before-tax
contribution was $9,240.
F-7
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
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 1995 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 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, 1995 was 6,114.
Amounts forfeited by nonvested or partially vested members
who terminated during the year ended December 31, 1995,
totaled $590,760. Forfeited amounts reduce future 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, 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. On September 26, 1995, in connection
with the sale of IDC $18,976,372 in assets of the IDC Profit
Plan were transferred to Pearson Savings Plan. On October 2,
1995, associates of Financial Proformas, Inc., a wholly owned
subsidiary of The Dun & Bradstreet Corporation, were admitted
to participation in the Plan. On December 12, 1995, $920,101
in assets were transferred into the Plan for Financial Proformas,
Inc.
F-8
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO THE FINANCIAL STATEMENTS - (Continued)
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.
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,
1995 1994
BZW Barclays Equity Index Fund:
Cash Value $297,226,332 $207,619,023
Number of participants 12,471 12,562
Dun & Bradstreet Common Stock Fund:
Cash Value $139,995,119 $121,109,008
Number of participants 10,165 11,168
Special Fixed Income Fund:
Cash Value $409,391,792 $409,896,535
Number of Participants 13,699 14,647
BZW Barclays Long-Term Bond Index Fund:
Cash Value $ 49,879,056 $ 39,473,724
Number of participants 5,112 5,003
The variance between the cash value at December 31, 1995 and
December 31, 1994, and the net assets available for plan
benefits at December 31, 1995 and December 31, 1994 is the
distribution payable amount for each fund.
Note 4. Tax Status
The Plan obtained a determination letter on July 7, 1995
in which the Internal Revenue Service stated that the Plan
was in compliance with the requirements for a qualified trust
under Section 401(a) of the Internal Revenue Code (the "Code")
and is exempt from Federal income taxes under the provisions of
Section 501(a) of the Code.
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% at December 31,
1995 and 1994. Assets at fair value in the Group Trust
are summarized as follows (in thousands):
December 31,
1995 1994
BZW Barclays Equity Index Fund $302,503* $210,407*
The Dun & Bradstreet Corporation Common Stock 146,717* 125,308*
Ameritech Corporation Common Stock 2,155 1,127
Prudential Annuity Contract 31,681 71,168*
New York Life Annuity Contract 61,770* 42,062*
John Hancock Annuity Contract 123,691* 119,481*
Principal Mutual Annuity Contract 151,241* 138,432*
MetLife Annuity Contract 64,035* 55,371*
BZW Barclays Long Term-Bond Index Fund 49,680* 40,011*
Loan Account 28,797 28,739
Bankers Trust Short-Term Investment Fund 4,398 9,110
Total Investments $966,668 $841,216
Accrued interest and dividends 2,378 2,420
Total assets in Group Trust $969,046 $843,636
* These investments represented 5% or more of the total Plan assets.
The Group Trust's investments had the following income during 1995
(in thousands):
Net Appreciation
Investments, at fair value as
determined by quoted market prices:
BZW Barclays Equity Index Fund $ 74,654
The Dun & Bradstreet Corporation/Ameritech Common Stock 22,790
BZW Barclays Long-Term Bond Index Fund 4,444
Total net appreciation $101,888
F-10
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
Investment Income
Interest 39,447
Dividends 6,104
Total Investment Income 45,551
Group Trust Income $147,439
The Plan's allocated income in the Group Trust represents
its participating share throughout the year ended December
31, 1995.
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 BZW Barclays Equity Index Fund and the BZW Barclays
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 in the fair value of the Group Trust's
investments consists of realized gains and losses and the
unrealized appreciation 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>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 7. Subsequent Event
On January 9, 1996, The Dun & Bradstreet Corporation announced
a plan to reoorganize into three public independent companies
by spinning-off two of its businesses to shareholders and divesting
several other divisions. In connection therewith, it is anticipated
that the two new companies will adopt new savings plans for their
associates. Assets and liabilities attributable to the associates
of the new companies may be transferred from the Group Trust to
these new plans.
F-12
<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, 1995
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the AM/DON general partnership (the administrator
of the DonTech Profit Participation Plan) has duly caused
this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
DonTech Profit Participation Plan
(Name of Plan)
BY: _________________________
Reid Simpson
Vice President - Finance &
Chief Financial Officer
Date: June 17, 1996
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 7, 1996 on our audits of
the financial statements of the DonTech Profit Participation
Plan as of December 31, 1995 and 1994 and for the year ended
December 31, 1995, which report is included in this annual
report on Form 11-K.
Coopers & Lybrand L.L.P.
New York, New York
June 17, 1996
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, 1995 and 1994 3-4
Statement of Changes in Net Assets Available for Plan
Benefits for the year Ended December 31, 1995 5
Notes to the Financial Statements 6-12
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, 1995 and
1994, and the related statement of changes in net assets
available for plan benefits for the year ended December 31,
1995. 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, 1995 and 1994, and changes in its net assets
available for plan benefits for the year ended December 31,
1995 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, 1995 and 1994
and the statement of changes in net assets available for
plan benefits for the year ended December 31, 1995 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 7, 1996
F-2
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH
FUND INFORMATION
December 31, 1995
(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 $34,000 7,476 5,166 2,189 17,251 1,168 750
Accrued interest
receivable on
participant loans 4 1 1 1 1 0 0
Interfund receivable
(payable) 0 (27) 3 3 13 8 0
Contributions
receivable:
From employer 331 100 54 55 108 14 0
From participant 186 37 19 26 98 6 0
Total Assets 34,521 7,587 5,243 2,274 17,471 1,196 750
Net assets available
for plan
benefits $34,521 $7,587 $5,243 $2,274 $17,471 $1,196 $750
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, 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
Investments in
Group Trust at,
fair value $29,204 $4,497 $4,956 $1,281 $16,845 $990 $687
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
Net assets
available for
plan benefits $29,426 $4,521 $4,840 $1,314 $17,128 $988 $635
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, 1995
(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 $4,822 $1,848 $989 $706 $1,089 $154 $36
Accrued interest
income on participant
loans 4 1 1 1 1 0 0
Contributions
receivable:
From employer 1,015 313 168 168 322 44 0
From participants 2,138 705 276 306 769 82 0
Participant loan
repayments 0 94 56 55 120 11 (336)
Distributions to
participants (2,802) (463) (429) (141) (1,605) (164) 0
Loans to
participants (82) (126) (67) (50) (246) (8) 415
Interfund transfers 0 694 (591) (85) (107) 89 0
Net increase (decrease)
for the year 5,095 3,066 403 960 343 208 115
Net assets available
for plan benefits,
as of January 1,
1995 29,426 4,521 4,840 1,314 17,128 988 635
Net assets available
for plan benefits,
as of December 31,
1995 $34,521 $7,587 $5,243 $2,274 $17,471 $1,196 $750
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, Inc. 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 Distributions are recorded when paid.
Liabilities of $314,269 and $668,730 for the years ended
December 31, 1995 and December 31, 1994 respectively,
relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on
the Forms 5500. 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, 1995 amounted to $354,461.
Use of Estimates The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make significant estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
Risks and Uncertainties The Plan provides for various investment
options in any combination of stocks, bonds, fixed income securities,
and other investment securities. Certain investment securities are
exposed to various risks, such as interest rate, market and credit.
Due to the level of risk associated with certain investment securities
and the level of uncertainty related to changes in value of investment
securities, it is at least reasonably possible that changes in risks
in the near term would materially affect participants' accout balances
and the amounts reported in the statement of net assets available for
plan benefits and the statement of changes in net assets available for
plan benefits.
F-6
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
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.
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.
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
1995, the Internal Revenue Code limit on before-tax
contribution was $9,240.
F-7
<PAGE>
DONTECH PROFIT PARITICPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
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 1995 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.
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, 1995 was 172.
Amounts forfeited by nonvested or partially vested members
who terminated during the year ended December 31, 1995,
totaled $26,466. 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.
F-8
<PAGE>
DONTECH PROFIT PARITICIPATION PLAN
NOTES TO FINANCIAL STATEMENT - (Contiued)
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,
1995 1994
BZW Barclays Equity Index Fund:
Cash Value $ 7,517,523 $ 4,426,172
Number of participants 366 334
Dun & Bradstreet Common Stock Fund:
Cash Value $ 5,211,244 $ 4,776,114
Number of participants 452 461
Ameritech Common Stock Fund:
Cash Value $ 2,239,902 $ 1,279,316
Number of participants 421 415
Special Fixed Income Fund:
Cash Value $17,304,688 $16,669,037
Number of Participants 416 409
BZW Barclays Long-Term Bond Index Fund:
Cash Value $ 1,182,658 $ 974,422
Number of participants 100 90
The variance between the cash value at December 31, 1995 and
December 31, 1994, and the net assets available for plan
benefits at December 31, 1995 and December 31, 1994 is the
distribution payable amount for each fund.
Note 4. Tax Status
The Plan obtained a determination letter on January 31, 1996
in which the Internal Revenue Service stated that the Plan was
in compliance with the requirements for a qualified trust
under Section 401(a) of the Internal Revenue Code (the
"Code"). As of December 31, 1995, DonTech believes the Plan is
in compliance with the applicable requirements and is exempt
from Federal Income taxes under the provisions of Section 501(a)
of the Code.
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% at December 31,
1995 and 1994. Assets at fair value in the Group Trust
are summarized as follows (in thousands):
December 31,
1995 1994
BZW Barclays Equity Index Fund $302,503* $210,407*
The Dun & Bradstreet Corporation Common Stock 146,717* 125,308*
Ameritech Corporation Common Stock 2,155 1,127
Prudential Annuity Contract 31,681 71,168*
New York Life Annuity Contract 61,770* 42,062*
John Hancock Annuity Contract 123,691* 119,481*
Principal Mutual Annuity Contract 151,241* 138,432*
MetLife Annuity Contract 64,035* 55,371*
BZW Barclays Long-Term Bond Index Fund 49,680* 40,011*
Loan Account 28,797 28,739
Bankers Trust Short-Term Investment Fund 4,398 9,110
Total Investments $966,668 $841,216
Accrued interest and dividends 2,378 2,420
Total assets in Group Trust $969,046 $843,636
* These investments represented 5% or more of total Plan assets.
The Group Trust's investments had the following income during 1995
(in thousands):
Net Appreciation
Investments, at fair value as
determined by quoted market prices:
BZW Barclays Equity Index Fund $74,654
The Company Stock Fund 22,790
BZW Barclays Long-Term Bond Index Fund 4,444
Total net appreciation $ 101,888
Investment Income
Interest 39,447
Dividends 6,104
Total Investment Income 45,551
Group Trust Income $147,439
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, 1995.
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 BZW Barclays Bank Equity Index Fund and the BZW
Barclays 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 in the fair value of the Group Trust's
investments consists of realized gains and losses and the
unrealized appreciation 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
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 7. Subsequent
On January 9, 1996, The Dun & Bradstreet Corporation announced a plan
to reorganize into three public independent companies by spinning-off
two of its businesses to shareholders and divesting several other divisions.
F-12
