SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 9, 1996
THE DUN & BRADSTREET CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-7155 13-2740040
(State or other Jurisdiction (Commission File Number) (I.R.S.Employer
of Incorporation) 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
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Item 5. Other Events
The press releases issued by The Dun & Bradstreet Corporation
on January 9, 1996 and January 10, 1996 are attached to this Form 8-K
as exhibits and are incorporated by reference herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
(Registrant)
/s/ William H Buchanan, Jr.
____________________________
Date: January 12, 1996 By: William H. Buchanan, Jr.
Vice President Law
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INDEX TO EXHIBITS
Exhibit Page
No. No.
(1) Press Release issued January 9, 1996 5
(2) Press Release issued January 10, 1996 9
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EXHIBIT 1
Contact: Reid H. Gearhart
For Immediate Release
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(212) 593-6727
DUN & BRADSTREET UNVEILS STRATEGIC RESTRUCTURING
AIMED AT INCREASING SHAREHOLDER VALUE
D&B TRANSFORMED INTO THREE INDEPENDENT PUBLIC COMPANIES
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WILTON, CONN., Jan. 9--Dun & Bradstreet CEO Robert E. Weissman today
announced a sweeping strategy that will transform the 155-year-old
business information giant into three publicly traded, global
corporations.
"This important action is designed to increase shareholder value
by unlocking D&B's substantial underlying franchise strengths," said
Weissman.
Building on preeminent Dun & Bradstreet businesses, the
reorganization establishes three independent companies focused on
high-growth information markets; financial information services;
and consumer-product market research.
"Since the 1800s, D&B has grown by effectively managing a
portfolio of businesses and gaining economies of scale," stated
Weissman. "But the velocity of change in information markets has
dramatically altered the rules of business survival. Today, market
focus and speed are the primary drivers of competitive advantage.
This plan is our blueprint for success in the 21st century," said
Weissman.
The plan, approved today at a special meeting of D&B's board
of directors, calls for D&B to create three separate companies by
spinning off two of its businesses to shareholders.
"D&B is the leader in business information," said Weissman.
"By freeing our companies to tightly focus on our core vertical
markets, we can more rapidly leverage this leadership position into
emerging growth areas."
The three new companies are:
Cognizant Corporation, a new high-growth company, including IMS
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International, the leading global supplier of marketing information
to the pharmaceutical and healthcare industries; Nielsen Media
Research, the leader in audience measurement for electronic media;
and Gartner Group, the premier provider of advisory services to
high-tech users, vendors and suppliers, in which Cognizant will hold
a majority interest.
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The Dun & Bradstreet Corporation, consisting of Dun & Bradstreet
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Information Services, the world's largest source of business-to
- -business marketing and commercial-credit information; Moody's
Investors Service, a global leader in rating debt; and Reuben H.
Donnelley, a premier provider of Yellow Pages marketing and
publishing.
A. C. Nielsen, the global leader in marketing information for the
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fast-moving consumer packaged goods industry.
"These three separate companies will tailor their strategies to the
unique demands of their markets, determining investments, capital
structures and policies that will strengthen their respective global
capabilities. This plan also clarifies D&B from an investor's
perspective by grouping the businesses into three logical investment
categories, each with distinct risk/reward profiles," said Weissman.
Several other D&B divisions, such as D&B Software and American
Credit Indemnity, are slated for divestiture.
The New Businesses
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The newly created Cognizant Corporation will focus on high-
growth emerging markets in healthcare, high-tech and media, operating
in 100 countries and employing over 10,000 professionals worldwide.
Weissman will become chairman and chief executive officer of Cognizant.
"I am tremendously excited about the growth prospects for
Cognizant," said Weissman. "Our 1995 revenue base is forecast at
$1.4 billion, with future revenue and operating-income growth
projected in the high teens."
"Cognizant will operate in enormously attractive information
markets," added Weissman. "IMS, for example, is already expanding
into the broader healthcare arena globally, where cost-containment
pressure is generating unprecedented new opportunities. Gartner
Group's phenomenal performance reflects the expanding demand for
'expert advisor' services for buyers and sellers of information
technology. Its aggressive new-product initiatives, expanding
electronic and geographic distribution channels, and entry into new
market segments via acquisitions, such as Relational Courseware and
Dataquest, are typical of the growth strategies Cognizant will pursue.
As the variety of options for electronic media mushrooms, Nielsen
Media is diversifying to deliver the insights needed to effectively
participate in the 'content and distribution' business. Its
innovative new service to measure Internet activity is just one
illustration," said Weissman.
"We're confident Cognizant represents an outstanding
opportunity for growth-oriented investors," stated Weissman.
The Dun & Bradstreet Corporation targets D&B's historical
strength in financial information services. Volney (Terry) Taylor,
currently executive vice president, will become chairman and chief
executive officer of the new Dun & Bradstreet.
The 'new' D&B forecasts 1995 revenues of $2.0 billion,
with reliable future earnings and cash flow. It employs more
than 16,000 professionals in 40 countries around the world.
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"The 'new' D&B is essentially the company I joined in 1972,"
said Taylor. "Together, D&B and Moody's comprise the most formidable
business-information and credit-evaluation company in the world. We
also benefit from the strong cash flow generated by Directory. This
move facilitates faster, more actionable decisions and increased
nimbleness in the marketplace. We plan to accelerate development of
new products and services to meet emerging customer needs,"
Taylor concluded.
Weissman said, "Tomorrow's D&B is financially strong,
with outstanding franchises that generate solid, reliable growth,
high margins, and significant cash flow. We expect D&B to continue
its current profile as a secure investment with an attractive dividend."
A. C. Nielsen will focus on the fast-moving consumer packaged
goods industry. A. C. Nielsen is by far the global leader in this
marketplace, operating in more than 80 countries, employing more than
17,500 professionals and forecasting revenues of $1.3 billion in 1995.
"Recognizing both the strong growth potential for the business
and the intensely competitive environment, we are implementing an
aggressive turnaround plan to leverage A. C. Nielsen's global presence,
leading technology, and market momentum. A. C. Nielsen holds potential
to yield significant shareholder value near term, and a solid, long-term
return," said Weissman.
Nicholas L. Trivisonno, currently Dun & Bradstreet's executive
vice president - finance and chief financial officer, will become
chairman and chief executive officer of A. C. Nielsen. Robert J
Lievense will serve as president and chief operating officer.
"Nick Trivisonno brings a unique combination of strategic,
financial and operations experience to Nielsen," said Weissman.
"His direct experience managing a $4 billion business for GTE,
valuable strategic planning background, and proven reputation in
working with investors will be vital to Nielsen's success as a public
company."
"Nick Trivisonno and Bob Lievense represent an excellent
complement of strategic and operations skills. Together, their goal is
to architect and implement a successful turnaround plan in 1996,"
stated Weissman.
Dun & Bradstreet also announced that it will record a one-time
pre-tax charge of $448 million in the fourth quarter of 1995, for costs
associated with the plan. The company stated it expects to achieve
full-year 1995 earnings per share of $3.80 per share, before the charge.
The charge reflects a loss in connection with the adoption of SFAS No.
121 related to a revaluation of certain assets due principally to the
reorganization. The charge also includes a provision for postemployment
benefits, and an accrual for contractual obligations impacted by the
plan. No further charges are anticipated to restructure the new
companies. Certain transaction charges, including the costs associated
with divestitures, will be recorded in 1996.
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"The one-time charge combined with divestiture proceeds will
drive investment in the businesses and improve financial performance.
We anticipate minimal workforce reductions of less than 2 percent.
Our objective is to effectively position each new company for sustained
future success," stated Weissman.
The Dun & Bradstreet board of directors today approved a
first-quarter 1996 quarterly dividend of 66 cents a share, payable March
8 to shareholders of record at the close of business on February 20.
D&B anticipates that its current dividend policy will be maintained
through at least the first half of 1996. D&B expects to formulate
dividend policies consistent with comparable businesses for all three
independent public companies.
"A top priority throughout the transition is to maintain
quality customer service in all divisions," concluded Weissman, who
will lead a team of senior D&B executives that will oversee the
restructure.
The distribution is subject to final approval by the D&B
board of directors, and is targeted to close by the end of 1996. D&B
intends to seek a ruling from the Internal Revenue Service with respect
to the tax-free treatment of the distribution. The investment banking
firm of Goldman Sachs is advising Dun & Bradstreet.
The Dun & Bradstreet Corporation is the world's largest
marketer of information, software and services for business decision
making, with worldwide revenue of $4.9 billion in 1994.
January 9, 1996
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EXHIBIT 2
Contact: Reid H. Gearhart
For Immediate Release
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212-593-6727
DUN & BRADSTREET PROVIDES PRELIMINARY FINANCIAL INFORMATION
FOR THREE NEW PUBLIC COMPANIES
WILTON, CONN., Jan. 10--At a Dun & Bradstreet security analyst meeting
held this morning, D&B gave initial financial indicators for the three
new public companies announced yesterday.
Cognizant Corporation, composed of IMS International, Gartner
Group and Nielsen Media, is a new high-growth company. On a pro forma
basis, Cognizant's 1995 EPS is projected at $1.31, with forecast growth
in the range of 17-to-20 percent for 1996 and 1997. Consistent with
comparable growth companies, a dividend payout in the range of
20 percent is under consideration.
The "new" Dun & Bradstreet Corporation, consisting of Dun &
Bradstreet Information Services, Moody's Investors Service and Reuben H.
Donnelley, maintains D&B's current profile as a secure investment with
an attractive dividend. The new D&B's 1995 EPS is estimated at $1.85,
with projected growth in the range of 4-to-6 percent for 1996 and 1997.
The preliminary dividend payout range being evaluated is 55
to 60 percent.
A. C. Nielsen, including A. C. Nielsen market research and
NCH Promotional Services, is implementing an aggressive turnaround
plan. A. C. Nielsen's 1995 EPS is projected at $0.04, with EPS
performance improvement forecast in the 2.5-to-3.0 times EPS range
for 1996 and 1997. A. C. Nielsen does not anticipate paying a dividend,
but expects to yield shareholder value through its aggressive
turnaround strategy.
The Dun & Bradstreet Corporation is the world's largest
marketer of information, software and services for business decision
making, with worldwide revenue of $4.9 billion in 1994.
January 10, 1996
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