INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /x/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of Commission
Only (as permitted by Rule 14a-6(e)(2))
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE DUN & BRADSTREET CORPORATION
- ------------------------------------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
- ------------------------------------------------------------------------------
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or Rule
14a-6(i)(2).
/ / $500 per each party per Exchange Act Rule 14a-6(i)(3), or Rule
14a-6(i)(2).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE>
[DUN & BRADSTREET LOGO]
187 Danbury Road, Wilton, CT 06897
March 8, 1996
Dear Shareholder:
You are cordially invited to attend the 1996 Annual Meeting of Shareholders
of The Dun & Bradstreet Corporation on Tuesday, April 16, 1996 at 9:30 A.M. at
1209 Orange Street, Wilmington, Delaware.
The Notice of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be acted upon at the meeting. The Annual Report for the
year ended December 31, 1995 also is enclosed.
Please promptly vote, date, sign and return your proxy for the meeting even
though you plan to attend. You may vote in person at that time if you so desire.
Sincerely,
/s/ ROBERT E. WEISSMAN
------------------------------------
Robert E. Weissman
Chairman and Chief Executive Officer
<PAGE>
[LOGO]
187 Danbury Road, Wilton, CT 06897
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of The Dun & Bradstreet Corporation will
be held on Tuesday, April 16, 1996 at 9:30 A.M. at 1209 Orange Street,
Wilmington, Delaware, to take action on the following matters:
1. To elect four Class III directors for a three-year term.
2. To consider and vote upon the appointment of independent public
accountants to audit the Company's consolidated financial statements for 1996.
3. To consider and vote upon a Shareholder proposal regarding
implementation of the MacBride Principles in Northern Ireland.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof. The Company knows of no other business to be brought
before the meeting.
The Board of Directors has fixed the close of business on February 20, 1996
as the record date for determination of Shareholders entitled to notice of, and
to vote at, the meeting.
By Order of the Board of Directors,
/s/ ELLENORE O'HANRAHAN
------------------------------------------
Ellenore O'Hanrahan, Secretary
Dated: March 8, 1996
<PAGE>
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The Dun & Bradstreet Corporation ("Dun & Bradstreet")
of proxies for the Annual Meeting of Shareholders to be held on April 16, 1996.
Dun & Bradstreet and its subsidiaries are referred to herein, in the Notice of
Annual Meeting and in the form of proxy/voting instruction card ("proxy") as the
"Company." These proxy materials are being mailed to Shareholders commencing
approximately March 8, 1996. The principal executive offices of Dun & Bradstreet
are located at 187 Danbury Road, Wilton, Connecticut 06897 and its telephone
number is (203) 834-4200.
Sending in a signed proxy will not affect a Shareholder's right to attend
the meeting and vote in person. Any Shareholder giving a proxy has the right to
revoke it at any time before it is exercised by executing and returning a proxy
bearing a later date, by giving written notice of revocation to the Secretary of
Dun & Bradstreet, or by attending the meeting and voting in person. All properly
executed proxies not revoked will be voted at the meeting in accordance with the
instructions contained therein. A proxy which is signed and returned by a
Shareholder of record without specification marked in the instruction boxes will
be voted, as to proposals specified in the proxy, in accordance with the
recommendations of the Board of Directors as outlined in this Proxy Statement.
If any other proposals are brought before the meeting and submitted to a vote,
all proxies will be voted in accordance with the judgment of the persons voting
the respective proxies.
The preceding paragraph does not apply to shares held in a participant's
account in the Dun & Bradstreet Profit Participation Plan (the "PPP") or the
DonTech Profit Participation Plan (the "DPPP"). If such a participant has
contributions to the PPP or DPPP invested in Dun & Bradstreet Common Stock, the
proxy will serve as a voting instruction for the trustee of the PPP and DPPP, as
well as a proxy for any shares registered in the participant's own name.
Fractional shares held by a participant in the PPP or DPPP are not printed on
the proxy but will be voted by the trustee as if included thereon. If a proxy
covering shares in the PPP or DPPP has not been received prior to April 9, 1996
or if it is signed and returned without specification marked in the instruction
boxes, the trustee will vote those PPP or DPPP shares in the same proportion as
the respective PPP or DPPP shares for which it has received instructions. If
proposals other than those specified in this Proxy Statement are brought before
the meeting and submitted to a vote, all shares held in accounts in the PPP and
DPPP will be voted in accordance with the judgment of the trustee of the PPP and
DPPP.
In connection with proxy soliciting material mailed to Shareholders,
employees of Dun & Bradstreet may communicate with Shareholders personally or by
telephone, telegraph or mail to solicit their proxies. Dun & Bradstreet also has
retained the firm of Georgeson & Company Inc. to assist in the solicitation of
proxies for a fee estimated at $10,000 plus expenses. Dun & Bradstreet will pay
all expenses related to such solicitations of proxies. Dun & Bradstreet and
Georgeson & Company Inc. will request banks and brokers to solicit proxies from
their customers where appropriate and will reimburse them for reasonable
out-of-pocket expenses.
Shareholders of record at the close of business on February 20, 1996 are
eligible to vote at the meeting. As of the close of business on February 20,
1996, Dun & Bradstreet had outstanding 169,776,647 shares of Common Stock,
including 2,151,320 shares held by the trustee under the PPP and 80,031 shares
held by the trustee under the DPPP. Each such share will be entitled to one
vote. Additional shares held in Dun & Bradstreet's treasury at February 20,
1996, amounting to 18,644,349 shares of Common Stock, will not be voted.
Dun & Bradstreet's by-laws provide that a majority of the shares entitled
to vote, present in person or represented by proxy, constitutes a quorum at
meetings of Shareholders. Shares that are present in person or represented by
proxy but that abstain from voting are counted for purposes of establishing a
quorum, as are shares where a broker holding stock in street name votes the
shares on some matters but not others.
With respect to the three matters to come before the Shareholders at the
Annual Meeting, (i) directors shall be elected by a plurality of the voting
power present in person or represented by proxy at the meeting and entitled to
vote and (ii) the other two matters shall be determined by the affirmative vote
of the majority of the voting power present in person or represented by proxy at
the meeting and entitled to vote on the matter. With respect to the election of
directors, only shares that are voted in favor of a particular nominee will be
counted towards such nominee's achievement of a plurality. Shares present at the
meeting that are not voted for a particular nominee or shares present by proxy
where the Shareholder properly withholds authority to vote for such nominee or
broker non-votes will not be
<PAGE>
counted towards such nominee's achievement of a plurality. With respect to
either of the other two matters to be voted upon, if the Shareholder abstains
from voting or directs his proxy to abstain from voting, the shares are
considered present at the meeting for such matter but, since they are not
affirmative votes for the matter, they will have the same effect as votes
against the matter. With respect to broker non-votes on any such matter, the
shares are not considered present at the meeting for such matter and they are,
therefore, not counted in respect of such matter. Such broker non-votes do have
the practical effect of reducing the number of affirmative votes required to
achieve a majority for such matter by reducing the total number of shares from
which the majority is calculated.
ELECTION OF DIRECTORS
The members of the Board of Directors of Dun & Bradstreet are classified
into three classes, one of which is elected at each Annual Meeting of
Shareholders to hold office for a three-year term and until successors of such
class are elected and have qualified.
The Board of Directors has nominated Messrs. Robert J. Lanigan, Vernon R.
Loucks Jr., M. Bernard Puckett and Volney Taylor for election as Class III
Directors at the 1996 Annual Meeting for a three-year term expiring at the 1999
Annual Meeting of Shareholders. Messrs. Lanigan, Loucks and Taylor were
re-elected directors at the 1993 Annual Meeting of Shareholders. Mr. Puckett was
elected a director by the Board of Directors, effective April 19, 1995.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION AS DIRECTORS OF
---
THE NOMINEES LISTED ABOVE.
Dun & Bradstreet has announced its intention to create two new public
companies, shares of which are to be distributed to the Shareholders of Dun &
Bradstreet later in 1996. While the directors of the two new companies have not
yet been selected, it is possible that one or more of the nominees named above
or other members of the Board of Directors may be selected as a director of one
of the new companies and, if so, may resign as a director of Dun & Bradstreet at
the time that shares in the new companies are distributed to the Shareholders of
Dun & Bradstreet.
Except where otherwise instructed, proxies will be voted for election of
all the nominees, all of whom are now members of the Board. Should any nominee
for the office of director be unwilling or unable to serve as a director, which
is not anticipated, it is intended that the persons acting under the proxy will
have discretionary authority to vote for the election of another person in such
nominee's stead in accordance with their judgment.
With respect to directors who are officers of Dun & Bradstreet, the
following information concerning positions with Dun & Bradstreet does not
include positions as officers or directors of subsidiaries of Dun & Bradstreet
which are part of the responsibilities of such persons and for which such
persons receive no separate compensation.
The following information as to principal occupations during the last five
years, and other directorships in companies with a class of securities
registered under Section 12 or subject to Section 15(d) of the Securities
Exchange Act of 1934 or registered as an investment company under the Investment
Company Act of 1940, is based upon information furnished by each person and is
correct to the best knowledge of Dun & Bradstreet.
2
<PAGE>
<TABLE>
<CAPTION>
NOMINEES FOR CLASS III DIRECTORS FOR TERMS EXPIRING AT THE 1999 ANNUAL MEETING:
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- -------- ---------------------- --- -------------
<S> <C> <C>
Robert J. Lanigan Director 1978 Chairman Emeritus, 67 Owens-Illinois, Inc.;
Owens-Illinois, Inc., Sonat, Inc.; Sonat
Toledo, OH (glass, paper, Offshore Drilling
plastics and other packaging Inc.; Chrysler
products) 1/24/92 to Corporation; The
present; Chairman of the Coleman Company, Inc.
Board 4/18/84 to 10/15/91;
Chief Executive Officer
1/1/84 to 9/30/90.
Vernon R. Loucks Jr. Director 1978 Chairman of the Board, Chief 61 Baxter International
Executive Officer, Baxter Inc.; Emerson Electric
International Inc., Co.; The Quaker Oats
Deerfield, IL (medical care Company;
products and services) Anheuser-Busch
9/16/87 to present; Companies, Inc.
Chairman, President, Chief
Executive Officer 7/20/87 to
9/15/87; President, Chief
Executive Officer 5/3/80 to
7/19/87.
M. Bernard Puckett Director 1995 President, Chief Executive 51 P-Com, Inc.; R.R.
Officer, Mobile Donnelley & Sons
Telecommunication Company.
Technologies Corp., Jackson,
MS (telecommunications)
5/25/95 to 1/3/96;
President, Chief Operating
Officer 1/11/94 to 5/24/95;
Senior Vice President --
Corporate Strategy and
Development, International
Business Machines
Corporation, Armonk, NY
(computers) 7/93 to 12/93;
General Manager of
Applications Solutions 1/91
to 7/93; President of Data
Systems Division 12/88 to
1/91.
Volney Taylor Executive Vice 1984 Executive Vice President, 56
President, Director The Dun & Bradstreet
Corporation 2/1/82 to
present.
</TABLE>
3
<PAGE>
<TABLE>
CLASS I DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 1997 ANNUAL MEETING:
<CAPTION>
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- -------- ---------------------- --- -------------
<S> <C> <C>
Hall Adams, Jr. Director 1992 Former Chairman of the 62 McDonald's
Board, Chief Executive Corporation; Sears,
Officer, Leo Burnett Roebuck and Co.
Company, Inc., Chicago, IL
(advertising agency) 1/1/87
to 12/31/91.
Michael R. Quinlan Director 1989 Chairman, Chief Executive 51 McDonald's
Officer, McDonald's Corporation; The May
Corporation, Oak Brook, IL Department Stores
(quick service restaurants) Company.
3/31/90 to present;
President, Chief Executive
Officer 3/1/87 to 3/30/90;
President, Chief Operating
Officer 6/15/82 to 2/28/87.
Robert E. Weissman Chairman, Chief 1981 Chairman, Chief Executive 55 State Street Boston
Executive Officer, Officer, The Dun & Corporation.
Director Bradstreet Corporation
4/1/95 to present;
President, Chief Executive
Officer 1/1/94 to 3/31/95;
President, Chief Operating
Officer 1/1/85 to 12/31/93.
</TABLE>
<TABLE>
CLASS II DIRECTORS HOLDING OFFICE FOR TERMS EXPIRING AT THE 1998 ANNUAL MEETING:
<CAPTION>
Positions with Director Principal Occupation Other
Name Dun & Bradstreet Since During Last Five Years Age Directorships
---- ---------------- -------- ---------------------- --- -------------
<S> <C> <C>
Clifford L. Director 1993 President, Alexander & 62 MCI Communications
Alexander, Jr. Associates, Inc., Corporation; Dreyfus
Washington, D.C. (consulting Third Century Fund;
firm specializing in Dreyfus General Family
work-force inclusiveness) of Funds; Dreyfus
1/81 to present. Premier Family of
Funds; Mutual of
America Life Insurance
Company; American Home
Products Corp.
Mary Johnston Evans Director 1990 Former Vice Chairman of the 66 Baxter International
Board, Amtrak (National Inc.; Delta Air Lines,
Railroad Passenger Inc.; Household
Corporation), Washington, International, Inc.;
D.C. 1975 to 1979. Sun Company, Inc.;
Scudder AARP Funds;
Scudder New Europe
Fund.
John R. Meyer Director 1967 Professor, Harvard 68 Union Pacific
University 7/1/73 to present. Corporation; Missouri
Pacific Railroad
Company; The Mutual
Life Insurance Company
of New York.
James R. Peterson Director 1977 Former President, Chief 68 WMX Technologies, Inc.
Executive Officer, The
Parker Pen Company,
Janesville, WI (writing
instruments and temporary
help services) 1/1/82 to
1/31/85.
</TABLE>
4
<PAGE>
COMMITTEES OF THE BOARD AND MEETINGS
The Audit Committee of the Board of Directors reviews the scope of the
audits of the Company's internal audit staff, receives an annual summary of the
results of such audits and reviews the scope of the audit of the Company's
consolidated financial statements by independent public accountants and their
report on such audit. The Audit Committee consists of Messrs. Lanigan
(Chairman), Adams, Loucks, Meyer and Quinlan. The Audit Committee held three
meetings during 1995.
The Executive Compensation and Stock Option Committee of the Board of
Directors (the "Committee") establishes, changes and revises all compensation
arrangements for certain executives of the Company consistent with a statement
of executive compensation philosophy adopted by the Board of Directors and
subject to the Committee's own rules of procedure and such limitations as it may
adopt. The Committee has further authority, consistent with the provisions of
the Company's 1991 Key Employees Stock Option Plan, the Key Employees
Performance Unit Plan, the Corporate Management Incentive Plan and the 1989 Key
Employees Restricted Stock Plan, to select participants under the plans, to
determine the number of shares to be covered by options and the provisions of
performance units granted and generally to conduct and administer the plans and
make all determinations in connection therewith as may be necessary or
advisable. The Committee consists of Messrs. Peterson (Chairman), Lanigan,
Loucks and Quinlan. The Committee held eight meetings during 1995.
The Nominating Committee of the Board of Directors screens candidates for
membership on the Board of Directors and makes recommendations to the Board of
Directors. Shareholders' recommendations for nominees for membership on the
Board of Directors will be considered by the Nominating Committee; the
Nominating Committee has not adopted formal procedures for the submission of
such recommendations. However, Shareholders may recommend nominees for
membership on the Board of Directors to the Nominating Committee by submitting
the names in writing to: Michael R. Quinlan, Chairman of the Nominating
Committee, c/o The Dun & Bradstreet Corporation, 187 Danbury Road, Wilton, CT
06897. The Nominating Committee consists of Messrs. Quinlan (Chairman),
Alexander, Lanigan, Loucks and Mrs. Evans. The Nominating Committee held one
meeting during 1995.
In addition to the foregoing, the Board of Directors has the following
committees: the Employee Benefits Committee, consisting of Mrs. Evans (Chairman)
and Messrs. Alexander, Meyer, Peterson, Puckett and Weissman; the Executive
Committee, consisting of Messrs. Weissman (Chairman) and Meyer and Mrs. Evans;
the Finance Committee, consisting of Messrs. Loucks (Chairman), Adams,
Alexander, Peterson, Puckett, Quinlan and Weissman; and the Policy and Planning
Committee, consisting of Mr. Meyer (Chairman) and all directors. During 1995,
the following numbers of meetings of these committees were held: one meeting of
the Employee Benefits Committee, no meetings of the Executive Committee, one
meeting of the Finance Committee and one meeting of the Policy and Planning
Committee.
Nine regularly scheduled meetings of the Board of Directors were held
during 1995. No director attended fewer than 75% of the aggregate of all
meetings of the Board of Directors and of the committees of the Board on which
he or she served.
APPOINTMENT OF AND RELATIONSHIP WITH
INDEPENDENT PUBLIC ACCOUNTANTS
Upon recommendation of the Audit Committee, the Board of Directors of Dun &
Bradstreet has, subject to approval by the Shareholders, appointed Coopers &
Lybrand L.L.P. ("Coopers & Lybrand") as independent public accountants to audit
the consolidated financial statements of the Company for the year 1996.
Coopers & Lybrand also acted as independent public accountants for 1995. In
connection with its audit of the consolidated financial statements of the
Company, Coopers & Lybrand also audited the separate financial statements of
certain subsidiaries, audited the financial statements of various benefit plans
of the Company, reviewed certain filings with the Securities and Exchange
Commission ("SEC") and performed certain non-audit services.
The Audit Committee has reviewed each professional service provided by
Coopers & Lybrand during 1995 and the types of professional non-audit services
which may be provided by it in the future, and has concluded that the
5
<PAGE>
performance of non-audit services does not affect the independence of Coopers &
Lybrand in its audit of the Company's consolidated financial statements.
A representative of Coopers & Lybrand is expected to be present at the
meeting. Such representative will have the opportunity to make a statement if he
or she so desires and is expected to be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF
---
COOPERS & LYBRAND.
SHAREHOLDER PROPOSAL ON IMPLEMENTATION
OF THE MACBRIDE PRINCIPLES
The New York City Employees Retirement System, c/o Comptroller of the City
of New York, 1 Centre Street, New York, New York 10007, the beneficial owner
("Owner") of 418,620 shares of Dun & Bradstreet Common Stock ("Shares") on
December 4, 1995; the New York City Teachers Retirement System, c/o Comptroller
of the City of New York, 1 Centre Street, New York, New York 10007, Owner of
238,200 Shares on December 4, 1995; the New York City Fire Department Pension
Fund, c/o Comptroller of the City of New York, 1 Centre Street, New York, New
York 10007, Owner of 40,421 Shares on December 4, 1995; the New York City Police
Pension Fund, c/o Comptroller of the City of New York, 1 Centre Street, New
York, New York 10007, Owner of 122,519 Shares on December 4, 1995; and the
Sisters of Saint Dominic, 1 Ryerson Avenue, Caldwell, New Jersey 07006, Owner of
100 Shares on October 23, 1995, have advised the Company that they will
introduce at the meeting the following proposal and statement in support
thereof. The Adrian Dominican Sisters, 4439 S. Komensky, Apt. 2, Chicago,
Illinois 60632, Owner of 31,000 Shares on November 8, 1995; the Minnesota State
Board of Investment, Suite 105, MEA Building, 55 Sherburne Avenue, St. Paul,
Minnesota 55155, Owner of at least 112,426 Shares on October 25, 1995; the
Congregation of the Sisters of Charity of the Incarnate Word, P.O. Box 230969,
6510 Lawndale, Houston, Texas 77223, Owner of 12,300 Shares on November 3, 1995;
the Sisters of Charity of the Incarnate Word Health Care System, 2600 North Loop
West, Houston, Texas 77092, Owner of 45,800 Shares on November 8, 1995; and
Christian Brothers Investment Services, Inc., 675 Third Avenue, 31st Floor, New
York, New York 10017, Owner of 38,550 Shares on October 27, 1995, have advised
the Company that they intend to co-sponsor such proposal.
SHAREHOLDER PROPOSAL
WHEREAS, Dun and Bradstreet operates a wholly-owned subsidiary in Northern
Ireland, Dun and Bradstreet Ltd. of Belfast;
WHEREAS, the on-going peace process in Northern Ireland encourages us to
search for non-violent means for establishing justice and equality;
WHEREAS, employment discrimination in Northern Ireland has been cited by
the International Commission of Jurists as being one of the major causes of the
conflict in that country;
WHEREAS, Dr. Sean MacBride, founder of Amnesty International and Nobel
Peace laureate, has proposed several equal opportunity employment principles to
serve as guidelines for corporations in Northern Ireland. These include:
1. Increasing the representation of individuals from underrepresented
religious groups in the workforce including managerial, supervisory,
administrative, clerical and technical jobs.
2. Adequate security for the protection of minority employees both at
the workplace and while traveling to and from work.
3. The banning of provocative religious or political emblems from the
workplace.
4. All job openings should be publicly advertised and special
recruitment efforts should be made to attract applicants from
underrepresented religious groups.
6
<PAGE>
5. Layoff, recall, and termination procedures should not in practice,
favor particular religious groupings.
6. The abolition of job reservations, apprenticeship restrictions, and
differential employment criteria, which discriminate on the basis of
religion or ethnic origin.
7. The development of training programs that will prepare substantial
numbers of current minority employees for skilled jobs, including the
expansion of existing programs and the creation of new programs to train,
upgrade, and improve the skills of minority employees.
8. The establishment of procedures to assess, identify and actively
recruit minority employees with potential for further advancement.
9. The appointment of a senior management staff member to oversee the
company's affirmative action efforts and the setting up of timetables to
carry out affirmative action principles.
RESOLVED, Shareholders request the Board of Directors to:
1. Make all possible lawful efforts to implement and/or increase
activity on each of the nine MacBride Principles.
SUPPORTING STATEMENT
We believe that our company benefits by hiring from the widest available
talent pool. An employee's ability to do the job should be the primary
consideration in hiring and promotion decisions.
Continued discrimination and worsening employment opportunities have been
cited as contributing to support for a violent solution to Northern Ireland's
problems.
Implementation of the MacBride Principles by Dun and Bradstreet will
demonstrate its concern for human rights and equality of opportunity in its
international operations.
Please vote your proxy FOR these concerns.
---
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
In its statements opposing the adoption of identical Shareholder proposals
presented at the 1989, 1990, 1991, 1992, 1993, 1994 and 1995 Annual Meetings of
Shareholders, your Board of Directors confirmed the Company's long-standing
commitment to equal opportunity in employment and pointed to the Company's firm
policy that employment opportunities be extended to applicants and employees on
an equal basis, regardless of an individual's race, creed, color, national
origin, religion, age, sex or handicap. We confirm that this commitment and
policy have not changed over the past year and that they are strongly supported
by your Board of Directors.
The Company's presence in Northern Ireland is limited to a small branch
office of Dun & Bradstreet Limited (Irl.) ("D&B Ireland"), which is located in
Bangor, Co. Down and employs 15 people, and a small branch office of A.C.
Nielsen Co. Ltd. ("Nielsen"), which is located in Belfast and employs 3 people.
These offices adhere to the standards of the Fair Employment (Northern Ireland)
Act of 1989 (the "Act") and to the Company's own policy of equal employment
opportunity. In April 1992, D&B Ireland registered with the Fair Employment
Commission as required by the Act. Nielsen is not required to register with the
Fair Employment Commission due to the small number of employees in the Belfast
office. None of the Company, D&B Ireland, Nielsen or, to the Company's
knowledge, the appropriate governmental agencies in Northern Ireland has ever
received any complaint of religious or political discrimination with respect to
the operations of D&B Ireland or Nielsen and the Company is satisfied that the
employment practices adopted by the Bangor and Belfast offices are fair and
non-discriminatory.
The objective of both the MacBride Principles and the Act is to eliminate
employment discrimination in Northern Ireland. The Company wholeheartedly
supports this objective. However, by adopting the MacBride Principles, the
Company would be accountable to two sets of similar, but not identical, fair
employment guidelines.
7
<PAGE>
This would be neither necessary nor desirable, particularly in view of the
Company's own internal policies and practices with respect to the promotion of
fair and equal employment opportunities.
ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST APPROVAL OF
-------
THIS PROPOSAL.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
REPORT OF THE EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE
EXECUTIVE COMPENSATION PHILOSOPHY
Dun & Bradstreet's executive compensation program reflects the following
executive compensation philosophy, which was developed by the Executive
Compensation and Stock Option Committee of the Board of Directors and adopted by
the Board of Directors in April 1992:
"Dun & Bradstreet's mission is to be the number one worldwide provider of
quality business-to-business information and related services in the
markets it serves. To support this and other strategic objectives as
approved by the Board of Directors and to provide adequate returns to
Shareholders, D&B must compete for, attract, develop, motivate and retain
top quality executive talent at the Corporate Office and operating
business units of the Company during periods of both favorable and
unfavorable world-wide business conditions.
D&B's executive compensation program is a critical management tool in
achieving this goal. 'Pay for performance' is the underlying philosophy
for D&B's executive compensation program. Consistent with this
philosophy, the program has been carefully conceived and is independently
administered by the Executive Compensation and Stock Option Committee
(the "Committee") of the Board of Directors which meets regularly during
the year and is comprised entirely of independent non-employee directors.
The program is designed to link executive pay to corporate performance,
including share price, recognizing that there is not always a direct and
short-term correlation between executive performance and share price.
To align Shareholder interests and executive rewards, significant
portions of each D&B executive's compensation represent 'at risk' pay
opportunities related to accomplishment of specific business goals.
The program is designed and administered to:
o provide annual, intermediate and longer term incentives that help
focus each executive's attention on approved operating-unit and
Corporate business goals the attainment of which, in the judgment of
the Committee, should increase long-term Shareholder value.
o link 'at risk' pay with appropriate measurable quantitative and
qualitative achievements against approved performance parameters.
o reward individual and team achievements that contribute to the
attainment of the Corporation's business goals.
o provide a balance of total compensation opportunities, including
salary, bonus, and longer term cash and equity incentives, that are
competitive with top-ranking, multi-divisional, global companies and
reflective of the Corporation's performance.
o support organizational changes and objectives which are strategic,
structural or cultural."
In seeking to link executive pay to corporate performance, the Committee
believes that the most appropriate measure of corporate performance is the
increase in long-term Shareholder value, which involves improving such
quantitative performance measures as revenue, net income, cash flow, operating
margins, earnings per share and return on shareholders' equity. The Committee
may also consider qualitative corporate and individual factors which it believes
bear on increasing the long-term value of the Company to its Shareholders. These
include (i) the
8
<PAGE>
development of competitive advantage, (ii) the ability to deal effectively
with the complexity and globalization of the Company's businesses, (iii) success
in developing business strategies, managing costs and improving the quality of
the Company's products and services as well as customer satisfaction, and (iv)
the general performance of individual job responsibilities.
COMPONENTS OF EXECUTIVE COMPENSATION PROGRAM
Dun & Bradstreet's executive compensation program consists of (i) an annual
salary and bonus, (ii) an intermediate-term incentive represented by potential
performance unit awards, and (iii) a long-term incentive represented by stock
options. As explained below, the bonuses, performance units and stock options
serve to link executive pay to corporate performance, since the attainment of
these awards depends upon meeting the quantitative and, if applicable,
qualitative performance goals which serve to increase long-term Shareholder
value.
In 1995, the Shareholders approved changes in the Company's incentive plans
to enable performance-based compensation to senior executives to qualify for
tax-deductibility under the Internal Revenue Code with respect to grants
applicable to 1996 and later years.
Salary and Bonus. In December of each year, the Committee sets the annual
salary of each executive officer, including those named in the Summary
Compensation Table below (the "named executives"), for the following year and
establishes a potential bonus opportunity the executive may earn for each of the
quantitative and, if applicable, qualitative performance goals established by
the Committee. The goals for 1995 consisted of a mix of targets for the
performance measures of corporate earnings per share ("EPS"), net income and
revenue, as well as, for certain executive officers, business unit operating
income and revenue. In addition, the goals for the named executives other than
Robert E. Weissman, the Company's Chairman and Chief Executive Officer, included
qualitative goals relating to their job function. The Committee sets these
targets early in the year after a detailed review by the Board of Directors of
the Company's annual operating budget. No bonus is earned with respect to a
performance measure unless a performance "floor" for that measure is exceeded;
the bonus opportunity with respect to a measure is earned if the target is
achieved; achievement between the floor and the target results in a lower bonus
with respect to that performance measure. An amount larger than the bonus
opportunity for each performance measure can be earned, up to a specified limit,
for exceeding the target for that measure.
The bonus portion of compensation is highly leveraged. For example, each 1%
above or below the EPS, net income and revenue targets will have a positive or
negative impact several times greater than 1% on the bonus actually earned
versus the bonus opportunity. In addition, in the case of the 1995 corporate
revenue target, no bonus would have been earned with respect to the revenue
component if 1995 revenue had been below 1994 revenue. In ascertaining the
achieved level of performance against the targets, the effects of certain
extraordinary events, as determined by the Committee, such as (i) major
acquisitions and divestitures, (ii) significant one-time charges, and (iii)
changes in accounting principles required by the Financial Accounting Standards
Board, are "compensation-neutral" for the year in which they occurred; that is,
they are not taken into account in determining the degree to which the targets
are met in that year. Dun & Bradstreet took a $448 million pre-tax accounting
charge in the fourth quarter of 1995 in connection with the Company's plan to
separate into three public corporations, which charge was treated as such a
"compensation-neutral" event.
Performance Units. Under Dun & Bradstreet's intermediate-term Performance
Unit Plan, executive officers are granted performance units which represent the
opportunity to earn cash and restricted stock at the end of a set period
following the date of grant, based upon the degree to which previously
established performance goals for that period have been met. Award periods that
began in 1995 or earlier were three years in length. The goals for award periods
that began in 1995 or earlier include floor and target corporate EPS and revenue
growth performance targets, and there are leveraged payout rates that operate in
a manner similar to the bonus plan described above.
A new award period begins each year. The cash performance unit awards shown
as paid in 1995 under "Long-Term Incentive Payouts" in the Summary Compensation
Table were based on corporate EPS performance targets previously established by
the Committee for the 1992-1994 period for the named executives other than
Messrs. Taylor, Jacobi and Lievense, whose targets included operating unit
revenues as well as EPS. Because the actual EPS results for the 1992-1994 period
were slightly below the targets established, the payments to Mr. Weissman shown
in the table were lower than they would have been if the targets had been met.
9
<PAGE>
It has been the Company's practice to award restricted stock at the end of
an award period to executive officers who earn cash performance unit awards,
based on achievement of the same performance goals underlying the cash awards.
The amount of restricted stock that can be earned has been determined by the
Committee at the time of the performance unit grant based on its judgment as to
the appropriate amount of incentive compensation that should be in the form of
stock in order to meet competitive compensation trends. For the 1992-1994
period, one-third of the total intermediate-term award to the named executives
consisted of restricted stock, which was awarded in February 1995. Restricted
stock is Dun & Bradstreet Common Stock that must be held for a specified period
of time after it is issued before it can be sold or disposed of. (Currently,
one-third of the restricted stock related to performance unit awards vests in
each of the three years following the date of issue.) The executive is entitled
to receive dividends and vote the stock during this period. If the executive
leaves the Company other than by retirement, the unvested stock generally is
forfeited. Thus, performance-based restricted stock awards serve as both a
reward for performance and a retention device for key executives, as well as
aligning their interests with Shareholders as a group.
Stock Options. The long-term component of Dun & Bradstreet's executive
compensation program consists of stock option grants. The options permit the
option holder to buy the number of shares of Dun & Bradstreet Common Stock
covered by the option (an "option exercise") at a price equal to the market
price of the stock at the time of grant. Thus, the options gain value only to
the extent the stock price exceeds the option exercise price during the life of
the option. The options may not be exercised for at least one year after grant.
Generally, they may then be exercised in installments of 25% of the grant amount
each year until they are 100% vested and they expire 10 years after the grant
date.
BASIS OF 1995 COMPENSATION
As indicated in the Company's executive compensation philosophy, a major
factor in the Committee's compensation decisions is the competitive marketplace
for senior executives. The Committee uses the services of outside compensation
consultants to secure data on competitive compensation trends and meets with
these consultants outside the presence of management. In setting competitive
compensation levels, the Company compares itself to a self-selected group of
companies of comparable size, market capitalization, technological and marketing
capabilities, performance and global presence with which Dun & Bradstreet
competes for executives (the "compensation comparison group"). Since the
Company's most direct competitors for executive talent are not the same
companies used for a comparison of Shareholder return, the compensation
comparison group is not the same as the "performance peer group" used for the
5-Year Cumulative Total Return graph discussed below.
In determining the 1995 salary and bonus opportunity for Mr. Weissman and
the other named executives, the Committee's goal was to set compensation
opportunity levels above the median compensation level, but not exceeding the
75th percentile, of the compensation comparison group of companies. The
Committee also took account of the Company's revenue, cash flow and return on
shareholders' equity performance, its ability to meet EPS targets, improvements
in operating margins through increased productivity and lower costs, and other
actions taken to increase the long-term value of the Company to its
Shareholders, without any specific weighting of those factors. In addition, the
Committee took into consideration actions to encourage the Company's employees
to focus on customer satisfaction and to ensure that the Company's values and
ethical business standards are clearly understood and followed by its employees
worldwide.
After considering the factors discussed above, the Committee increased Mr.
Weissman's 1995 salary by 3.8% over 1994, and increased his 1995 bonus
opportunity by 4.2% over 1994. In determining the performance targets for
earning the 1995 bonus, the Committee believed that revenue growth, net income
growth and EPS growth were of equal significance, and thus these three factors
were given essentially equal weight (34%, 33% and 33%, respectively) in
determining the bonus to be earned. Because the actual results for 1995 were
above the targets established, the bonus payment to Mr. Weissman shown in the
Summary Compensation Table was higher than his established bonus opportunity.
For 1995 and at least the five previous years, year-to-year increases in
total annual cash compensation opportunities for Mr. Weissman and the other
named executives have generally reflected a higher percentage increase in bonus
opportunity versus salary in order to provide a strong linkage between
compensation and corporate performance.
10
<PAGE>
Generally, the Committee sets the size of stock option grants based on a
multiple of salary, after considering the practices of the compensation
comparison group. In determining the level of option grants, the Committee's
approach is to set the grant levels at slightly above the median compensation
level of the compensation comparison group. The Committee has not specifically
used as a factor the number of options held by the named executive, since to do
so might encourage the executive to exercise options earlier than otherwise.
However, the Committee does review an analysis of the executive's past
compensation, and, where applicable, prospective compensation values based on
various assumptions of retirement age and corporate performance. The table
labeled "Option/SAR Grants in Last Fiscal Year" lists the present values
associated with 1995 option grants to Mr. Weissman and the other named
executives, based on the Black-Scholes option valuation model, which is one of
the methods permitted by the SEC to value options.
The Committee believes that the 1995 compensation package for Mr. Weissman
is appropriate in view of the performance of the Company as indicated in the
graphs discussed below and the other factors considered by the Committee. The
first graph following this Report compares the Company's five-year cumulative
total return to Shareholders (stock price appreciation plus dividends) from
December 31, 1990 to December 31, 1995 with the return for the Standard & Poor's
500 Index ("S&P 500") and an index of performance peer group companies. Since
there is no widely recognized standard industry group or index comprising Dun &
Bradstreet and peer companies, the BusinessWeek magazine Publishing Group of
companies has been used as the peer group. This is an independently compiled
company grouping that includes Dun & Bradstreet and 13 other companies and
approximates Dun & Bradstreet's industry group. The performance peer group
return figures shown in the graph exclude Dun & Bradstreet and one company which
does not have sufficient available data. While Dun & Bradstreet had a return
lower than the S&P 500 over the five-year period, the Company's cumulative total
return to Shareholders was slightly higher than that of the performance peer
group. In addition, as shown in the second graph following this Report, Dun &
Bradstreet outperformed the S&P 500 and the performance peer group in return on
shareholders' equity over the five-year period.
EXECUTIVE COMPENSATION AND STOCK OPTION COMMITTEE
James R. Peterson, Chairman
Robert J. Lanigan
Vernon R. Loucks Jr.
Michael R. Quinlan
11
<PAGE>
(The following tabular information is a description, pursuant to Rule 304
of Regulation S-T, of a graph contained in the paper format of this Proxy
Statement being sent to Shareholders.)
Comparison of 5-Year Cumulative Total Return
Dun & Bradstreet, S&P 500 & BusinessWeek Publishing Group
12/31 12/31 12/31 12/31 12/31 12/29
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
S&P 500 ............. $100.0 $130.5 $140.4 $154.6 $156.6 $214.9
Dun & Bradstreet .... 100.0 142.9 149.4 165.9 154.8 191.0
Peer Group .......... 100.0 122.3 142.6 171.4 158.4 187.4
Source: Zacks Investment Research.
Assumes $100 invested on 12/31/90.
Total return calculated to December 29, 1995.
Assumes dividend reinvestment.
The performance peer group consists of Dow Jones & Company, Inc., Gannett Co.,
Inc., Knight-Ridder, Inc., McGraw-Hill, Inc., Meredith Corporation, Reader's
Digest Association, The E.W. Scripps Company, The New York Times Company, The
Times Mirror Company, The Washington Post Company, Time Warner Inc. and the
Tribune Company. These companies, along with Dun & Bradstreet and one company
that does not have sufficient available data, constitute BusinessWeek's
publishing group as published on December 25, 1995.
- --------------------------------------------------------------------------------
(The following tabular information is a description, pursuant to Rule 304
of Regulation S-T, of a graph contained in the paper format of this Proxy
Statement being sent to Shareholders.)
Comparison of 5-Year Return on Average Equity
Dun & Bradstreet, S&P 500 & BusinessWeek Publishing Group
YEAR END
------------------------------------------------------
1990 1991 1992 1993 1994 1995
------ ------ ------ ------ ------ ------
Dun & Bradstreet ..... 24.21% 24.37% 25.58% 34.39% 51.12% 45.45%
S&P 500 .............. 12.53% 9.07% 10.81% 14.90% 16.61% 17.77%
Peer Group ........... 6.44% 6.66% 7.48% 10.37% 13.10% 12.70%
Source: Compustat.
1995 reflects the latest 4 quarters available (through 3Q95).
1993, 1994 and 1995 use Earnings From Operations, prior years use Income
Before Extraordinary Items.
Peer Group weighted by average book value.
12
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term Compensation
--------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------ ---------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying Long-Term All Other
Compen- Stock Options/ Incentive Compen-
Salary Bonus(1) sation(2) Award(s)(3) SAR's(4) Payouts(5) sation(6)
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($)
--------------------------- ---- ------ ------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Robert E. Weissman 1995 830,000 802,095 216 443,895 34,823 887,800 55,063
Chairman and Chief 1994 818,173 669,571 2,057 373,500 41,111 747,080 61,063
Executive Officer 1993 674,077 591,334 0 306,734 40,160 613,500 54,472
Dennis G. Sisco 1995 351,615 453,901 0 252,058 15,696 104,220 26,308
Executive Vice President 1994 287,269 407,000 0 45,188 11,111 90,436 17,818
1993 243,393 155,966 0 36,774 13,780 73,620 16,069
Volney Taylor 1995 495,000 303,615 0 202,556 16,000 405,120 29,821
Executive Vice President 1994 481,981 313,348 0 185,438 18,888 370,892 44,119
1993 444,423 491,941 0 153,963 27,037 307,988 37,807
Robert J Lievense 1995 411,026 265,662 1,187 307,988 15,696 116,112 23,216
Executive Vice President 1994 296,712 329,480 27,808 36,313 11,111 72,700 19,531
1993 273,469 180,181 0 18,671 13,780 37,380 15,875
William G. Jacobi 1995 377,315 277,557 3,448 277,964 13,813 155,996 21,217
Executive Vice President 1994 315,000 195,069 0 40,500 8,888 81,000 23,981
1993 289,841 214,390 0 38,590 13,780 77,259 19,898
Edwin A. Bescherer, Jr. 1995 460,000 367,850 77 231,593 0 463,200 28,977
Former Executive Vice 1994 456,173 327,233 0 179,375 18,888 358,795 36,651
President and Chief 1993 414,539 352,902 0 138,016 18,634 276,075 31,506
Financial Officer*
- -------------
</TABLE>
(1) Bonus amounts shown were earned with respect to each year indicated and
paid in the following year.
(2) Amounts shown represent reimbursement for taxes paid by the named
executive officers with respect to Company-directed spousal travel and
certain other expenses.
(3) Amounts shown represent dollar value on the date of grant of restricted
stock granted in each year. The grants to Messrs. Sisco, Lievense and
Jacobi consisted of annual grants in connection with performance unit
awards of 1,031, 1,149 and 1,544 shares, respectively, and additional
grants with respect to promotions during 1995 of 3,846, 4,807 and 3,846
shares, respectively. Restricted stock awards vest one-third in each of
the three years following the date of the award, except that the
promotion-related awards vest 100% two years following the date of the
award. Dividends are paid at the rate established from time to time for
Dun & Bradstreet Common Stock. In addition, the number and value of the
aggregate restricted stock holdings of the named executive officers at
December 31, 1995 were: Mr. Weissman--14,576 shares ($943,798);
Mr. Sisco--5,575 shares ($360,982); Mr. Taylor--6,894 shares ($446,388);
Mr. Lievense--8,711 shares ($564,038); Mr. Jacobi--6,049 shares
($391,673); and Mr. Bescherer--7,311 shares ($473,388).
(4) Amounts shown represent the number of non-qualified stock options,
without tandem stock appreciation rights, granted each year.
(5) Amounts shown represent payments made in each year under the Key
Employees Performance Unit Plan.
(6) Amounts shown represent aggregate annual Company contributions for the
account of each named executive officer under the Dun & Bradstreet Profit
Participation Plan ("PPP") and the Profit Participation Benefit
Equalization Plan ("PPBEP"), plans which are open to employees of Dun &
Bradstreet and certain subsidiaries upon completion of one year of
service. The PPP is a tax-qualified defined contribution plan and the
PPBEP is a non-qualified plan which provides a benefit to participants
in the PPP equal to the amount of Company contributions that would have
been made to the participant's PPP account but for certain Federal
tax laws.
* Mr. Bescherer resigned as Executive Vice President-Finance and Chief
Financial Officer in September 1995 pursuant to a planned transition and
was not an executive officer on December 31, 1995.
13
<PAGE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
- --------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f)
Number of
Securities
Underlying % of Total
Options/ Options/SAR's Exercise
SAR's Granted to or Base Grant Date
Granted (1) Employees in Price Expiration Present Value (2)
Name (#) Fiscal Year ($/Share) Date ($)
---- ---------- ----------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Robert E. Weissman 34,823 1.91% 63.75 12/19/05 321,416
Dennis G. Sisco 12,235 0.86% 63.75 12/19/05 112,929
3,461 52.00 04/18/05 24,435
Volney Taylor 16,000 0.88% 63.75 12/19/05 147,680
Robert J Lievense 12,235 0.86% 63.75 12/19/05 112,929
3,461 52.00 04/18/05 24,435
William G. Jacobi 10,352 0.76% 63.75 12/19/05 95,549
3,461 52.00 04/18/05 24,435
Edwin A. Bescherer, Jr. 0 N/A N/A N/A N/A
- ----------
</TABLE>
(1) Amounts shown represent the number of non-qualified stock options,
without tandem stock appreciation rights ("SAR's"), granted in 1995.
Options may not be exercised for at least one year after grant and may
then be exercised in installments of 25% of the grant amount each year
until they are 100% vested. Payment must be made in full upon exercise
in cash or Common Stock. The option holder may elect to have shares of
Common Stock issuable upon exercise withheld by the Company to pay
withholding taxes due. The options shown include Limited SAR's in tandem
with the options. Limited SAR's are exercisable only if and to the exten
that the related option is exercisable and are exercisable only during
the 30-day period following the acquisition of at least 20% of the
outstanding Common Stock pursuant to a tender or exchange offer not made
by the Company. Each Limited SAR permits the holder to receive cash equal
to the excess over the related option exercise price of the highest price
paid pursuant to a tender or exchange offer for Common Stock which is in
effect at any time during the 60 days preceding the date upon which the
Limited SAR is exercised. Limited SAR's can be exercised regardless of
whether the Company supports or opposes the offer.
(2) Grant date present value is based on the Black-Scholes option valuation
model, which makes the following material assumptions for the April 19,
1995 grant and the December 20, 1995 grant, respectively: an expected
stock-price volatility factor of 15.006% and 15.911%, a risk-free rate of
return of 7.06% and 5.93%, dividends at the annualized rate of $2.60 and
$2.64 per share, a time of exercise of ten years, and reductions of
approximately 9.73% to reflect the probability of forfeiture due to
termination prior to vesting and approximately 10.47% and 11.24% to
reflect the probability of a shortened option term due to termination of
employment prior to the option expiration date. These assumptions may or
may not be fulfilled. The amounts shown cannot be considered predictions
of future value. In addition, the options will gain value only to the
extent the stock price exceeds the option exercise price during the life
of the option.
14
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
<CAPTION>
(a) (b) (c) (d) (e)
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SAR's at Fiscal In-the-Money Options/SAR's
Acquired Value Year-End(2)(#) at Fiscal Year-End(3)($)
on Exercise Realized(1) -------------------------- --------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert E. Weissman ........ 0 0 219,875 95,174 3,142,125 482,548
Dennis G. Sisco ........... 0 0 29,672 32,158 376,990 178,778
Volney Taylor ............. 6,218 117,753 117,136 48,707 1,643,766 248,793
Robert J Lievense ......... 0 0 28,828 32,271 341,838 179,569
William G. Jacobi ......... 2,390 41,974 35,110 28,512 391,548 158,299
Edwin A. Bescherer, Jr..... 1,804 11,050 76,839 27,899 1,004,221 206,490
3,612 22,124
7,235 100,386
</TABLE>
- -------------
(1) Amounts shown represent the value realized upon the exercise of stock
options during 1995, which equals the difference between the exercise
price of the options and the closing market price of the underlying
Common Stock on the date preceding the exercise date.
(2) No SAR's were outstanding at December 31, 1995.
(3) The values shown equal the difference between the exercise price of
unexercised in-the-money options and the closing market price of the
underlying Common Stock at December 29, 1995. Options are in-the-money if
the fair market value of the Common Stock exceeds the exercise price of
the option.
<TABLE>
LONG-TERM INCENTIVE PLANS--AWARDS IN LAST FISCAL YEAR
<CAPTION>
(a) (b) (c) (d) (e) (f)
Performance Estimated Future Payouts
No. of or Other Under Non-Stock Price-Based Plans(2)
Shares, Units Period Until ---------------------------------------
or Other Maturation Threshold($) Target($) Maximum($)
Name Rights(1)($) or Payout (0%) (100%) (200%)
---- ------------ ------------ ------------ --------- ----------
<S> <C> <C> <C> <C> <C>
Robert E. Weissman ......... 0 N/A N/A N/A N/A
Dennis G. Sisco ............ 120,000 Three Years 0 120,000 240,000
Volney Taylor .............. 0 N/A N/A N/A N/A
Robert J Lievense .......... 120,000 Three Years 0 120,000 240,000
William G. Jacobi .......... 120,000 Three Years 0 120,000 240,000
Edwin A. Bescherer, Jr...... 0 N/A N/A N/A N/A
</TABLE>
- ------------
(1) Amounts shown represent the nominal dollar value of grants under the Dun
& Bradstreet Performance Unit Plan to Messrs. Sisco, Lievense and Jacobi
with respect to promotions during 1995. In connection with the announced
plan to separate Dun & Bradstreet into three independent public
companies, the three-year performance unit grant that otherwise would
have been made to the named executive officers in 1995 was converted into
a one-year cash award that is not included in this table because it is
not a "long-term" award as defined by the SEC.
(2) Awards may range from 0 to 200% of the nominal grant value based on
achievements within a range of performance goals.
15
<PAGE>
Retirement Benefits
The following table sets forth the estimated aggregate annual benefits
payable under the Dun & Bradstreet Retirement Plan, Dun & Bradstreet's
Supplemental Executive Benefit Plan and Pension Benefit Equalization Plan to
persons in specified average final compensation and credited service
classifications upon retirement at age 65. Amounts shown in the table include
U.S. Social Security benefits which would be deducted in calculating benefits
payable under these plans. These aggregate annual retirement benefits do not
increase as a result of additional credited service after 15 years.
Estimated Aggregate Annual Retirement Benefit
Average Assuming Credited Service of:
Final -----------------------------------------------------------
Compensation 15 Years 20 Years 25 Years 30 Years 35 Years
- ------------ -------- -------- -------- -------- --------
$ 550,000......... $ 330,000 $ 330,000 $ 330,000 $ 330,000 $ 330,000
700,000......... 420,000 420,000 420,000 420,000 420,000
850,000......... 510,000 510,000 510,000 510,000 510,000
1,000,000......... 600,000 600,000 600,000 600,000 600,000
1,300,000......... 780,000 780,000 780,000 780,000 780,000
1,600,000......... 960,000 960,000 960,000 960,000 960,000
1,900,000......... 1,140,000 1,140,000 1,140,000 1,140,000 1,140,000
The number of years of credited service for Messrs. Weissman, Sisco,
Taylor, Lievense, Jacobi and Bescherer are, respectively, 16, 7, 24, 6, 16 and
17.
Compensation, for the purpose of determining retirement benefits, consists
of salary, wages, cash bonuses, commissions and overtime pay. Severance pay,
contingent payments and other forms of special remuneration are excluded.
Bonuses included in the Summary Compensation Table above are not paid until the
year following the year in which they are accrued and expensed; therefore,
compensation for purposes of determining retirement benefits varies from the
Summary Compensation Table amounts in that bonuses expensed in the previous year
but paid in the current year are part of retirement compensation in the current
year and current year's bonuses accrued and included in the Summary Compensation
Table are not. For 1995, compensation for purposes of determining retirement
benefits for the named executive officers differed by less than 10% from the
amounts shown in the table except that compensation for 1995 for purposes of
determining retirement benefits for Mr. Jacobi was $572,384.
Average final compensation is defined as the highest average annual
compensation during five consecutive twelve-month periods in the last ten
consecutive twelve-month periods of the member's credited service. Members vest
in their accrued retirement benefit upon completion of five years' service. The
benefits shown in the table above are calculated on a straight-life annuity
basis.
Change-in-Control Severance Agreements
Beginning in 1989, the Company entered into agreements with the executive
officers named in the Summary Compensation Table above (as well as other
officers and key employees of Dun & Bradstreet and its domestic subsidiaries)
providing for certain benefits upon actual or constructive termination of
employment in the event of a Change in Control (as defined below) of the
Company. With respect to the named executive officers, if, following a Change in
Control, such an executive officer's employment is terminated other than for
cause or by reason of death, disability or normal retirement, or the executive
officer terminates employment for "good reason" (generally, an unfavorable
change in employment status, compensation or benefits or a required relocation),
such executive officer shall be entitled to receive a lump sum payment equal to
three times salary plus bonus opportunity, continuation of welfare benefits and
certain perquisites for three years, outplacement consulting in the amount of
20% of salary plus bonus opportunity, immediate vesting of all deferred
compensation and benefit plan entitlements and payment of any excise taxes due
in respect of the foregoing benefits. The term of each agreement continued until
December 31, 1992, and has been automatically extended for additional one-year
terms subject to termination by the Company. There is an automatic 24-month
extension following any Change in Control. A Change in Control generally is
deemed to occur if: (i) any person becomes the owner of 30% of Dun &
Bradstreet's voting securities; (ii) during a two-year period the majority of
the membership of the Board of Directors changes without approval of two-thirds
of the directors who either were directors at the beginning of the period or
whose election was previously so approved; (iii)
16
<PAGE>
the Shareholders approve a merger or consolidation with another company in which
Dun & Bradstreet's voting securities do not continue to represent at least 50%
of the surviving entity; or (iv) the Shareholders approve a liquidation, sale or
disposition of all or substantially all of the Company's assets.
Executive Transition Plan
The Dun & Bradstreet Executive Transition Plan (the "ETP") provides
severance benefits to executive officers of the Company (including those named
in the Summary Compensation Table above) and certain of its subsidiaries,
selected by the Company's Chief Executive Officer. The ETP provides for the
payment of severance benefits if the employment of a covered executive
terminates by reason of a reduction in force, job elimination, unsatisfactory
job performance or a mutually acceptable resignation. In the event of an
eligible termination, the executive will be paid 104 weeks of salary
continuation consisting of annual base salary (at the same payroll intervals
applicable to active employees) and annual bonus opportunity for the year of
termination (prorated to reflect its payment at the same payroll intervals as
salary). However, if the executive is terminated by reason of unsatisfactory
performance, the bonus opportunity will not be included in the salary
continuation.
If an executive obtains new employment while receiving salary continuation,
the executive will receive a lump-sum payment of one-half the remaining payments
but no further payments will be made.
In addition, the ETP provides to eligible terminated executives (i)
continued medical, dental and life insurance coverage throughout the salary
continuation period; (ii) payment of the annual bonus for the year of
termination that would have been paid if employment continued, prorated based on
the number of months worked during that year; (iii) payment in cash of the
long-term performance unit awards that would have been paid if employment
continued, prorated based on the number of months worked in the applicable award
period, provided the executive was employed for at least 18 months during the
cycle, (iv) a cash payment equal to the fair market value of restricted stock
forfeited upon termination of employment and (v) in certain instances,
outplacement services and financial counseling. The ETP gives the Chief
Executive Officer of the Company the discretion to increase or decrease ETP
benefits for executives other than the Chief Executive Officer, subject to
reporting any such decision to the Committee.
None of the cash payments for the prorated annual bonus and long-term
awards, the cash in lieu of restricted stock or the financial counseling is
provided if employment terminates due to unsatisfactory performance.
Edwin A. Bescherer, Jr. resigned as Executive Vice President-Finance and
Chief Financial Officer effective September 20, 1995 and retired as an employee
on March 1, 1996. Effective March 1, 1996, Mr. Bescherer will receive benefits
under the ETP and be eligible for benefits under provisions in various plans
applicable to retirees.
Compensation of Directors
Cash Compensation. In 1995, each director not employed by the Company was
paid a retainer at an annual rate of $30,000 in quarterly installments and each
such director who was Chairman of a Committee of the Board of Directors was paid
an additional retainer at an annual rate of $4,000 in quarterly installments. In
addition, each such director was paid a fee of $1,200 for each Board or
Committee meeting attended in 1995. If a Board or Committee meeting lasted more
than half a day or if such meeting was held other than on a date regularly
scheduled for a Board meeting, the regular $1,200 fee was doubled for such
meeting. Directors who were employed by the Company received no retainers or
fees.
Each director not employed by the Company may elect on or before December
31 of any year to have all or a specified part of the retainer and fees during
the subsequent calendar year or years deferred until such director ceases to be
a director. New directors may similarly so elect at the beginning of their
terms. Such deferred amounts are held for the account of directors and bear
interest at prescribed rates. Deferred amounts and accrued interest are paid in
accordance with a director's election in a lump sum or five or ten annual
installments commencing on the tenth day of the calendar year following the year
in which such person ceases to be a director of Dun & Bradstreet, except that
the balance of a director's account is paid in a lump sum on the tenth day of
the calendar year following the director's death to the director's estate or to
such beneficiary as was previously designated by the director. A director may
change or terminate an election to defer retainers and fees, effective as of the
end of the calendar year in which notice of such change or termination is given
to Dun & Bradstreet.
17
<PAGE>
Upon the occurrence of a Change in Control of the Company, (i) a lump sum
payment shall be made to each director of the amount credited to the director's
deferred account on the date of the Change in Control and (ii) the total amount
credited to each director's deferred account from the date of the Change in
Control until the date such director ceases to be a director shall be paid in a
lump sum at that time. In addition, any notice by a director to change or
terminate an election to defer retainers and fees given on or before the date of
the Change in Control shall be effective as of the date of the Change in Control
rather than the end of the calendar year.
Restricted Stock Plan. Under the terms of The Dun & Bradstreet Corporation
Restricted Stock Plan for Non-Employee Directors, each director not employed by
the Company is granted an award of 300 shares of Dun & Bradstreet Common Stock
on the fourth full New York Stock Exchange trading day following the Company's
release of its earnings results for the second quarter of each year.
Accordingly, each such director was granted an award of 300 shares of Dun &
Bradstreet Common Stock on July 25, 1995. Pursuant to the terms of the plan,
shares vest five years after the date of grant. Until the shares vest, the
recipient is not able to sell or dispose of them but is entitled to vote them
and receive dividends. A participant in the plan forfeits all rights to
restricted shares that have not vested upon involuntary termination of Board
service for cause by Board or Shareholder action. Any unvested shares vest if a
participant retires, becomes disabled, dies or is involuntarily terminated from
Board service without cause following a Change in Control of the Company.
Retirement Plan. Directors who serve as such for at least five years,
including at least two years during which the director was not also employed by
the Company, participate in a retirement benefit plan. Upon reaching age 70 (or
age 65 in the case of a director who retires due to disability), a director
satisfying such criteria is entitled to receive annually, after retirement from
the Board, an amount equal to the annual retainer being paid directors
(exclusive of meeting fees) at the time the director retires. To receive any
such benefits, a former director must agree to be available to consult with and
render advice to the Company. Conduct detrimental to the Company results in
forfeiture of retirement benefits. Benefits cease upon a former director's
death.
Upon the occurrence of a Change in Control of the Company, (i) a director
already receiving benefits under the plan shall have the present value of the
remaining benefits payable to the director paid in a lump sum, (ii) a director
who has five or more years of eligible service at the time of a Change in
Control shall have the present value of such director's accrued benefits at that
time paid in a lump sum, (iii) a director who has at least two but less than
five years of eligible service at the time of a Change in Control shall have a
pro rata portion (based on the number of full years of service) of the present
value of the benefits such director would be entitled to had he or she completed
five years of eligible service paid in a lump sum, (iv) a director who has less
than two years of eligible service at the time of a Change in Control but who
subsequently completes two years of eligible service shall have forty percent of
the present value of the benefits such director would be entitled to had he or
she completed five years of eligible service paid in a lump sum at that time,
and (v) upon the persons referred to in (ii), (iii), and (iv) above ceasing to
be directors, such persons shall have the present value of any additional
benefits accrued by them under the plan after the initial lump sum payment paid
in a lump sum.
SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS
The following table sets forth the number of shares of Dun & Bradstreet
Common Stock, par value $1 per share, the only outstanding equity security
(other than stock options) or voting security of Dun & Bradstreet, beneficially
owned by each of the directors, each of the executive officers named in the
Summary Compensation Table above, and all present directors and executive
officers of Dun & Bradstreet as a group, at December 31, 1995. The table also
sets forth the name and address of the only persons known to Dun & Bradstreet to
be the beneficial owners (the "Owners") of more than five percent of the
outstanding Common Stock and the number of shares so owned, to Dun &
Bradstreet's knowledge, on December 31, 1995. Such information is based upon
information furnished by each such person (or, in the case of the Owners, based
upon a Schedule 13G filed by such Owners with the SEC) and is correct to the
best knowledge of Dun & Bradstreet. It should be noted that in certain cases
shares required under rules of the SEC to be shown as beneficially owned are
shares to which the indicated person holds only rights to acquire within 60 days
through exercise of stock options. Unless otherwise stated, the indicated
persons have sole voting and investment power over the shares listed. All
directors and executive officers as a group own less than 1% of the Common
Stock. Percentages are based upon the number of shares of Dun & Bradstreet
Common Stock outstanding at December 31, 1995, plus, where applicable, the
number of shares that the indicated person or group had a right to acquire
within 60 days of such date.
18
<PAGE>
Number of
Shares and
Name Nature of Ownership
---- -------------------
Hall Adams, Jr. ............ 500 Direct
600 Restricted Stock Grant (1)
------
1,100
------
Clifford L. Alexander, Jr. . 400 Direct (2) (3)
600 Restricted Stock Grant (1)
------
1,000
------
Edwin A. Bescherer, Jr. .... 10,754 Direct
7,311 Restricted Stock Grant (4)
76,839 Rights to Acquire Within 60 Days by
------ Exercise of Options
94,904
------
Mary Johnston Evans ........ 1,000 Direct
600 Restricted Stock Grant (1)
------
1,600
------
William G. Jacobi .......... 2,390 Direct
6,049 Restricted Stock Grant (4)
35,110 Rights to Acquire Within 60 Days by
------ Exercise of Options
43,549
------
Robert J. Lanigan .......... 6,200 Direct (5)
600 Restricted Stock Grant (1)
------
6,800
------
Robert J Lievense .......... 133 Direct (6)
8,711 Restricted Stock Grant (4)
28,828 Rights to Acquire Within 60 Days by
------ Exercise of Options
37,672
------
Vernon R. Loucks Jr. ....... 700 Direct (7)
600 Restricted Stock Grant (1)
------
1,300
------
John R. Meyer .............. 2,500 Direct (2) (3)
600 Restricted Stock Grant (1)
------
3,100
------
James R. Peterson .......... 3,400 Direct
600 Restricted Stock Grant (1)
------
4,000
------
M. Bernard Puckett ......... 300 Restricted Stock Grant (1)
------
300
------
Michael R. Quinlan ......... 500 Direct
600 Restricted Stock Grant (1)
------
1,100
------
Dennis G. Sisco ............ 710 Direct
5,575 Restricted Stock Grant (4)
29,672 Rights to Acquire Within 60 Days by
------ Exercise of Options
35,957
------
19
<PAGE>
Number of
Shares and
Name Nature of Ownership
----- -------------------
Volney Taylor 59,628 Direct
6,894 Restricted Stock Grant (4)
117,136 Rights to Acquire Within 60 Days by
------- Exercise of Options
183,658
-------
Robert E. Weissman 107,564 Direct
14,576 Restricted Stock Grant (4)
219,875 Rights to Acquire Within 60 Days by
------- Exercise of Options
342,015
-------
All Directors and Executive
Officers as a Group 804,294 (8)
-------
The Capital Group
Companies, Inc.
and its subsidiary,
Capital Research and
Management Company,
333 South Hope Street,
Los Angeles, CA 90071 14,859,800(9)(10)
----------
- ------------
(1) Represents shares of restricted stock granted under The Dun & Bradstreet
Corporation Restricted Stock Plan for Non-Employee Directors, which
shares are scheduled to vest in 1999 and 2000.
(2) As to which the indicated person has shared voting power.
(3) As to which the indicated person has shared investment power.
(4) Represents shares of restricted stock granted under the 1989 Key
Employees Restricted Stock Plan, which shares are scheduled to vest in
1996, 1997 and 1998. Mr. Bescherer's shares vested upon his retirement on
March 1, 1996.
(5) These shares are held in two revocable trusts (one trust holding 5,000
shares and the other 1,200 shares) for the benefit of Mr. Lanigan in
which he is the settlor and sole beneficial owner and over which he has
sole investment control.
(6) Includes 100 shares held in the Robert J Lievense IRA.
(7) Includes 300 shares held in a Keogh Plan for the benefit of Mr. Loucks.
(8) Includes all shares beneficially owned, regardless of nature of
ownership, and all rights to acquire shares within 60 days. Excludes the
shares owned by Mr. Bescherer who was not an executive officer as of
December 31, 1995.
(9) Represents 8.77% of the total outstanding Common Stock on December 31,
1995.
(10) The Capital Group Companies, Inc. ("CGCI") and its wholly-owned
subsidiary, Capital Research and Management Company ("CRMC"), jointly
filed a Schedule 13G with the SEC on February 9, 1996. This Schedule 13G
shows that CRMC, a registered investment adviser, had, as of December 31,
1995, sole dispositive power (but no voting power) over 12,389,000 shares
of Common Stock. Because of the SEC's ownership attribution rules, the
Schedule 13G also shows CGCI as having sole dispositive power over such
shares, as well as sole voting and dispositive power over an additional
1,101,000 shares and sole dispositive power (but no voting power) over a
further 1,369,800 shares.
OTHER MATTERS
Dun & Bradstreet knows of no matters, other than those referred to
herein, which will be presented at the meeting. If, however, any other
appropriate business should properly be presented at the meeting, the persons
named in the enclosed form of proxy will vote the proxies in accordance with
their best judgment.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals intended to be presented at the Dun & Bradstreet
Annual Meeting of Shareholders in 1997 must be received by Dun & Bradstreet no
later than November 8, 1996.
March 8, 1996
20
<PAGE>
THE DUN & BRADSTREET CORPORATION
PROXY/VOTING INSTRUCTIONS FOR THE ANNUAL MEETING TO BE HELD APRIL 16, 1996
AT 9:30 A.M. AT 1209 ORANGE STREET, WILMINGTON, DELAWARE
ROBERT E. WEISSMAN, NICHOLAS L. TRIVISONNO and EARL H. DOPPELT, or any
of them, with full power of substitution, and/or Bankers Trust Company, the
Trustee of the Dun & Bradstreet Profit Participation Plan (the "PPP") and of
the DonTech Profit Participation Plan (the "DPPP"), are hereby authorized and/or
instructed to represent and/or vote all the shares of Common Stock of The Dun &
Bradstreet Corporation which the undersigned is entitled to vote at the Annual
Meeting of Shareholders on April 16, 1996, and at any adjournment thereof:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
IDENTIFIED IN ITEM (1) AND FOR ITEM (2).
(1) Election of Class III Directors for a three-year term expiring at the
1999 Annual Meeting of Shareholders.
Nominees: Robert J. Lanigan, Vernon R. Loucks Jr.,
M. Bernard Puckett and Volney Taylor.
[ ] FOR all nominees listed [ ] WITHHOLD authority to vote for
above, except vote withheld all nominees
from the following nominees
(if any):
___________________________________
(2) Approval of Coopers & Lybrand L.L.P. as independent public accountants
to audit the Company's consolidated financial statements for 1996.
Mark only one.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please Turn Over and Sign)
- --------------------------------------------------------------------------------
THE DUN & BRADSTREET CORPORATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEM (3).
(3) Approval of a Shareholder proposal regarding implementation of the
MacBride Principles in Northern Ireland. Mark only one.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. A PROXY WHICH IS
SIGNED AND RETURNED BY A SHAREHOLDER OF RECORD WITHOUT SPECIFICATION MARKED IN
THE INSTRUCTION BOXES WILL BE VOTED FOR ELECTION OF ALL NOMINEES IDENTIFIED IN
ITEM (1), FOR ITEM (2), AND AGAINST ITEM (3). WITH RESPECT TO EACH OF ITEMS (1),
(2) AND (3), THE TRUSTEE OF THE PPP AND OF THE DPPP WILL VOTE THE SHARES OF
COMMON STOCK HELD IN THE PPP AND IN THE DPPP, FOR WHICH VOTING INSTRUCTIONS HAVE
NOT BEEN RECEIVED PRIOR TO APRIL 9, 1996 WITH RESPECT TO SUCH ITEM, IN THE SAME
PROPORTION AS THOSE PPP AND DPPP SHARES FOR WHICH IT HAS RECEIVED INSTRUCTIONS
ON SUCH ITEM.
Date___________________________, 1996
_____________________________________
_____________________________________
Signature(s)
Please sign exactly as the name
appears at left. Joint owners should
each sign. Executors,
administrators, trustees, etc.
should so indicate when signing and
sign as required by the authority
held.
Proxy form begins on the reverse
side. PLEASE VOTE, DATE, SIGN AND
RETURN IMMEDIATELY.
