SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
(Mark One)
X Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the Transition Period From to .
Commission file number 1-7155.
The Dun & Bradstreet Corporation
(Exact name of registrant as specified in its charter)
Delaware
13-2740040
(State of incorporation)
(I.R.S. Employer Identification No.)
One Diamond Hill Road, Murray Hill, New Jersey 07974
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (908) 665-5000.
<PAGE>
The undersigned registrant hereby amends its Annual Report on Form 10-K, for the
year ended December 31, 1996 by amending the Index to Exhibits to add new
exhibits 99a and 99b as described below and by filing such new exhibits:
Exhibit 99a - Form 11-K Annual Report for the fiscal year ended December 31,
1996 of the Profit Participation Plan of The Dun & Bradstreet Corporation.
Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31,
1996 of the DonTech Profit Participation Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By: __________________________________
Frank S. Sowinski
Senior Vice President
and Chief Financial Officer
Date: June 19, 1997
<PAGE>
INDEX TO EXHIBITS
Regulation S-K
Exhibit Number
Exhibit to
this Report
(3) Articles of Incorporation and By-laws.
(a) Restated Certificate of Incorporation of The Dun & Bradstreet Corporation
dated June 15, 1988 (incorporated herein by reference to Exhibit 4(a) to
Registrant's Registration No. 33-25774 on Form S-8 filed November 25,
1988).
(b) By-laws of Registrant dated December 15, 1993 (incorporated herein by
reference to Exhibit E to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, file number 1-7155, filed March 25, 1994).
(4) Instruments Defining the Rights of Security Holders, Including Indentures.
Not Applicable.
(9) Voting Trust Agreement.
Not Applicable.
(10) Material Contracts. (All of the following documents, except for items (v)
and (w), are management contracts or compensatory plans or arrangements required
to be filed pursuant to Item 14(c).)
(a) Retirement Plan for Directors of Registrant, as amended December 21, 1994
(incorporated herein by reference to Exhibit E to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, file number 1-7155,
filed March 27, 1995).
(b) Nonfunded Deferred Compensation Plan for Non-Employee Directors of
Registrant, as amended April 21, 1993 (incorporated herein by reference to
Exhibit F to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993, file number 1-7155, filed March 25, 1994).
(c) Pension Benefit Equalization Plan, as amended December 21, 1994
(incorporated herein by reference to Exhibit F to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, file number 1-7155,
filed March 27, 1995).
(d) Profit Participation Benefit Equalization Plan, as amended and restated
effective January 1, 1995............................................Exhibit E*
(e) 1982 Key Employees Stock Option Plan for Registrant and Subsidiaries, as
amended April 18, 1995..............................................Exhibit F*
(f) 1991 Key Employees Stock Option Plan for Registrant and Subsidiaries, as
amended April 18, 1995 (incorporated herein by reference to Exhibit C to
Registrant's Proxy Statement dated March 10, 1995, file number 1-7155).
(g) Ten-Year Incentive Stock Option Agreement (incorporated herein by reference
to Exhibit 28(b) to Registrant's Registration No. 33-44551 on Form S-8, filed
December 18, 1991).
(h) Ten-Year Non-Qualified Stock Option Agreement (incorporated herein by
reference to Exhibit 28(c) to Registrant's Registration No. 33-44551 on Form
S-8, filed December 18, 1991).
(i) Stock Appreciation Rights Agreement relating to Incentive Stock Options
(incorporated herein by reference to Exhibit 28(d) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(j) Stock Appreciation Rights Agreement relating to Non-Qualified Stock Options
(incorporated herein by reference to Exhibit 28(e) to Registrant's Registration
No. 33-44551 on Form S-8, filed December 18, 1991).
(k) Limited Stock Appreciation Rights Agreement relating to Incentive Stock
Options (incorporated herein by reference to Exhibit 28(f) to Registrant's
Registration No. 33-44551 on Form S-8, filed December 18, 1991).
<PAGE>
Regulation S-K
Exhibit Number
Exhibit to
this Report
(l) Limited Stock Appreciation Rights Agreement relating to Non-Qualified Stock
Options (incorporated herein by reference to Exhibit 28(g) to Registrant's
Registration No. 33-44551 on Form S-8, filed December 18, 1991).
(m) 1982 Key Employees Performance Unit Plan for Registrant and Subsidiaries,
as amended December 18, 1991 (incorporated herein by reference to Exhibit F
to Registrant's Annual Report on Form 10-K for the year ended December 31,
1991, file number 1-7155, filed March 26, 1992).
(n) Key Employees Performance Unit Plan for Registrant and Subsidiaries, as
amended April 18, 1995 (incorporated by reference to Exhibit B to
Registrant's Proxy Statement dated March 10, 1995, file number 1-7155).
(o) Corporate Management Incentive Plan, as amended April 18, 1995
incorporated herein by reference to Exhibit A to Registrant's Proxy Statement
dated March 10, 1995, file number 1-7155).
(p) 1989 Key Employees Restricted Stock Plan for Registrant and Subsidiaries, as
amended April 18, 1995 (incorporated herein by reference to Exhibit D to
Registrant's Proxy Statement dated March 10, 1995, file number 1-7155).
(q) Restricted Stock Agreement (incorporated herein by reference to Exhibit L to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1989, file number 1-7155, filed March 26, 1990).
(r) Form of Change-in-Control Severance Agreement, approved July 19, 1989
(incorporated herein by reference to Exhibit M to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1989, file number 1-7155,
filed March 26, 1990).
(s) Supplemental Executive Benefit Plan, as amended December 21, 1994
(incorporated herein by reference to Exhibit G to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, file number 1-7155,
filed March 27, 1995).
(t) Restricted Stock Plan for Non-Employee Directors, adopted July 20, 1994
(incorporated by reference to Exhibit E to Registrant's Proxy Statement dated
March 10, 1995, file number 1-7155).
(u) Executive Transition Plan, as amended on February 19, 1997. Exhibit G*
(v) Agreement of Limited Partnership of D&B Investors L.P., dated as of October
14, 1993 (incorporated herein by reference to Exhibit H to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993, file number 1-
7155, filed March 25, 1994).
(w) Purchase Agreement and Purchase Agreement Amendment dated October 14,
1993 among D&B Investors L.P. and other parties (incorporated herein by
reference to Exhibit I to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993, file number 1-7155, filed March 25, 1994).
(x) Consulting Agreement, dated March 6, 1995, between Registrant and
Charles W. Moritz (incorporated herein by reference to Exhibit H to
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994, file number 1-7155, filed March 27, 1995).
(y) Memorandum of Agreement, dated April 13, 1995, between Registrant and
Serge Okun (incorporated by reference to Exhibit 10 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995, file number 1-7155,
filed August 10, 1995).
(z) Agreement and Release, dated July 20, 1995, between Registrant and
Edwin A. Bescherer, Jr. (incorporated by reference to Exhibit 10 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended September
30, 1995, file number 1-7155, filed November 10, 1995).
<PAGE>
Regulation S-K
Exhibit Number
Exhibit to
this Report
(11) Statement Re Computation of Per Share Earnings.
Computation of Earnings Per Share of Common Stock on a Fully Diluted
Basis..............................................................Exhibit A*
(12) Statement Re Computation of Ratios.
Not applicable.
(13) Annual Report to Security Holders.
1996 Annual Report..................................................Exhibit D*
(18) Letter Re Change in Accounting Principles.
Not applicable.
(19) Report Furnished to Security Holders.
Not applicable
(21) Subsidiaries of the Registrant.
List of Active Subsidiaries as of January 31, 1997.................Exhibit B*
(22) Published Report Regarding Matters Submitted to a Vote of Security Holders.
Not applicable.
(23) Consents of Experts and Counsel.
Consent of Independent Public Accountants..........................Exhibit C*
(24) Power of Attorney.
Not applicable.
(27) Financial Data Schedules......................................Exhibit H*
(28) Information from Reports Furnished to State Insurance Regulatory
Authorities.
Not applicable.
(99) Additional Exhibits
(a) Form 11-K Annual Report for the fiscal year ended December 31, 1996 of the
Profit Participation Plan of The Dun & Bradstreet Corporation
(b) Form 11-K Annual Report for the fiscal year ended December 31, 1996 of the
DonTech Profit Participation Plan
Exhibit 99(a)
Exhibit 99(b)
* Filed with Form 10-K on March 27, 1997; not included with this amendment
<PAGE>
Exhibit 99(a)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________________ to _________________
Commission file number 1-7155
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Profit Participation Plan of The Dun & Bradstreet Corporation.
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill,
NJ 07974.
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Employee Benefits Committee of The Dun & Bradstreet Corporation has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
(Name of Plan)
BY: __________________________________
Chester J. Geveda, Jr.
Vice President & Controller
Date: June 19, 1997
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment No. 4
to the registration statement of The Dun & Bradstreet Corporation on Form S-8
(File No. 33-27144) of our report dated June 19, 1997 on our audits of the
financial statements of the Profit Participation Plan of The Dun & Bradstreet
Corporation as of December 31, 1996 and 1995 and for the year ended December 31,
1996, which report is included in this annual report on Form 11-K.
Coopers & Lybrand LLP
New York, New York
June 19, 1997
2
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
INDEX TO FINANCIAL STATEMENTS
Pages F-
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995 3-4
Statement of Changes in Net Assets Available for Plan Benefits
for the year Ended December 31, 1996 5
Notes to Financial Statements 6-11
F-1
<PAGE>
_________________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of The Board of Directors of THE DUN &
BRADSTREET CORPORATION:
We have audited the accompanying statements of net assets available for
plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET
CORPORATION (the "Plan") as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for plan benefits for the year
ended December 31, 1996. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The fund information in the
statements of net assets available for plan benefits as of December 31, 1996
and 1995 and the statement of changes in net assets available for plan benefits
for the year ended December 31, 1996 is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The fund
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Coopers & Lybrand L.L.P.
New York, New York
June 19, 1997
F-2
<PAGE>
<TABLE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1996
(Dollars in Thousands)
<CAPTION>
<S>
FUND INFORMATION
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock Fund
Dun & Dun & Long Mid &
Bradstreet Bradstreet Special Term Small International
Equity Legacy Common Fixed Bond Equity Equity
Index Stock Stock Income Index Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Account
ASSETS
Investments in
Group Trust,
at fair value $828,250 $316,336 $119,129 $1,709 $326,867 $37,019 $0 $0 $27,190
Accrued interest
receivable on
participant Loans 102 53 0 0 41 7 1 0 0
Interfund receivable
(payable) 0 (7,188) (8,723) 2,561 18,140 (21,028) 9,151 7,087 0
Contributions receivable:
employer 340 113 (9) 93 115 20 5 3 0
participants 2,145 841 0 498 595 178 21 12 0
Total assets 830,837 310,155 110,397 4,861 345,758 16,196 9,178 7,102 27,190
LIABILITIES
Due to other companies
(note 2) (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269)
Total liabilities (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269)
Net assets available for
plan benefits $782,377 $284,243 $106,538 $4,833 $335,999 $12,600 $9,153 $7,097 $21,921
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
F-3
<PAGE>
<TABLE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1995
(Dollars in Thousands)
<CAPTION>
<S>
FUND INFORMATION
<C> <C> <C> <C> <C> <C>
Dun &
Bradstreet Special Long-Term
Equity Common Fixed Bond
Index Stock Income Index Loan
Total Fund Fund Fund Fund Account
ASSETS
Investment in Group Trust,
at fair value $935,046 $298,278 $141,942 $417,546 $49,234 $28,046
Accrued interest receivable on
participant loans 141 51 30 51 9 0
Interfund receivable (payable) 0 1,290 (571) (1,364) 645 0
Contributions receivable:
employer 2,206 820 423 800 163 0
participants 1,924 819 391 547 167 0
Total assets 939,317 301,258 142,215 417,580 50,218 28,046
Net assets available for
plan benefits $939,317 $301,258 $142,215 $417,58 0 $50,218 $28,046
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
F-4
<PAGE>
<TABLE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1996
(Dollars in Thousands)
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C>
FUND INFORMATION
Common Stock Fund
Dun & Dun & Mid &
Bradstreet Bradstreet Special Long Small International
Equity Legacy Common Fixed Term Equity Equity
Index Stock Stock Income Bond Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Account
Allocated income
in Group Trust $92,756 $72,543 $(7,897) $(23) $24,352 $1,999 $0 $0 $1,782
Accrued interest receivable
on participant loans 102 53 0 0 41 7 1 0 0
Contributions received:
employer 17,609 7,609 2,808 335 5,478 1,371 5 3 0
participants 53,479 23,893 8,158 1,021 16,103 4,278 17 9 0
Participant loan
repayments 114 5,076 2,513 191 4,333 835 4 3 (12,841)
Distributions
to participants (134,173) (45,663) (15,413) (2) (65,179) (7,916) 0 0 0
Loans to
participants (3,093) (4,938) (2,390) (4) (4,598) (875) 0 0 9,712
Transfer from Interactive
Data Corporation 261 103 76 0 62 20 0 0 0
Transfer of assets to
other companies (183,995) (88,724) (15,341) (27) (60,551) (14,544) (25) (5) (4,778)
Interfund transfers 0 13,033 (8,191) 3,342 (1,629) (22,793) 9,151 7,087 0
Net increase (decrease)
for the year (156,940) (17,015) (35,677) 4,833 (81,588) (37,618) 9,153 7,097 (6,125)
Net assets available for
plan benefits,as of
January 1, 1996 939,317 301,258 142,215 0 417,580 50,218 0 0 28,046
Net assets available for
plan benefits, as of
December 31,
1996 $782,377 $284,243 $106,538 $4,833 $335,992 $9,153 $7,097 $21,921
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
F-5
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Master Trust The Dun & Bradstreet Corporation and affiliated participating
companies (the "Company") has established with Bankers Trust Company (the
"Trustee"), The Dun & Bradstreet Defined Contribution Plan Group Trust (the
"Group Trust"), a master trust. The assets of the Profit Participation Plan
of The Dun & Bradstreet Corporation (the "Plan") are commingled for investment
purposes with the assets of the DonTech Profit Participation Plan. The Plan's
investment in the Group Trust is based on its relative interest in the fair
value of the assets held in the Group Trust. Investment income, gains and
losses on sales of investments and net appreciation/depreciation in the fair
value of investments are allocated to the Plan based upon its relative
investment balances at fair value during the valuation period.
Contributions Contributions by participating employees ("participants") are
recorded in the period payroll deductions are made. Contributions by
participating companies are based upon amounts required to be funded under the
provisions of the Plan.
Distributions Distributions are recorded when paid.
Liabilities of $17,079,604 and $14,782,281 for the years ended December 31, 1996
and 1995 respectively, relating to participants who have elected to withdraw
from the Plan but have not yet been paid, have been reflected on the Forms 5500.
The difference between distributions to participants reported in the statement
of changes in net assets available for plan benefits and the Form 5500 for the
year ended December 31, 1996 amounted to $2,297,323.
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
significant estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Risks and Uncertainties The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Certain investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants'account balances and the amounts reported in the
statement of net assets available for plan benefits and the statement of changes
in net assets available for plan benefits.
Note 2. Plan Description
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Participants should refer to
the Plan document for more complete information.
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
F-6
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Associates of The Dun & Bradstreet Corporation and affiliated companies that
have been admitted to participate in the Plan ("participating companies") who
work at least one thousand hours during the consecutive twelve-month period
following employment, or in any calendar year thereafter, are eligible to
participate in the Plan on the following January 1 or July 1.
Participants contribute to the basic Plan by authorizing payroll deductions
equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the
Plan. Participating companies make matching contributions equal to a minimum of
50% of aggregate member contributions. If the average increase in earnings per
share ("EPS"), as defined in the Plan, of common stock of The Dun & Bradstreet
Corporation for any Plan year and the immediately preceding Plan year is greater
than 5%, participating companies contribute an additional percentage of the
aggregate participant contributions. The percentage of additional Company
matching contributions depends on the average increase in EPS and a
participant's total years of service.
Participants also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
Participants are not permitted to invest more than 50% of their account balance
or contributions in the Dun & Bradstreet Common Stock Fund, nor are they
permitted to specify a dollar amount to be transferred into this fund.
Participants are able to reallocate their entire account balances in multiples
of 10% among the Plan's four investment funds, subject to the 50% maximum for
the Dun & Bradstreet Common Stock Fund.
Participants' contributions under the basic Plan and additional contributions
under the Investment Plan may be made in the form of contributions from
after-tax earnings and/or contributions from before-tax earnings, which have the
effect of reducing current taxable earnings for federal income tax purposes.
A participant's aggregate before-tax contributions may not exceed 16% of the
participant's creditable compensation (up to 6% in before-tax contributions
under the basic Plan and up to 10% in before tax contributions under the
Investment Plan) subject to an overall limit on before-tax contributions imposed
by the Internal Revenue Code. For 1996, the Internal Revenue Code limit on
before-tax contribution was $9,500.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the
Plan limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining
participant and Company contributions under the Plan for 1996 was $150,000.
Additionally, the Plan provides for graduated vesting in the value of company
contributions to a participant's Plan account over a six year period beginning
on the participant's initial employment date with the Company.
Upon termination of service with participating companies, participants become
eligible for a lump sum distribution of the vested portion of their account
balance. Retired and terminated participants who have an account balance in
excess of $3,500 may elect various forms of deferred distribution.
F-7
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Participants may obtain loans from the Plan, which are secured by the vested
balance in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each participant. Interest rates applicable to Plan
loans are commensurate with prevailing rates of interest charged on similar
commercial loans determined in the marketplace. The total number of
participants with outstanding loans at December 31, 1996 was 4,648.
Amounts forfeited by nonvested or partially vested participants who terminated
during the year ended December 31, 1996 totaled $1,148,256. Forfeited amounts
reduce future Company contributions.
While the Company has not expressed any intent to discontinue its contributions
or to terminate the Plan, it is free to do so at any time subject to the
provisions of the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code which state that, in such event, all participants of
the Plan shall be fully vested in the amounts credited to their accounts.
On September 26, 1995, in connection with the sale of Interactive Data
Corporation (IDC) $18,976,372 in assets of the IDC Profit Plan were transferred
to The Pearson Savings Plan. In 1996, it was determined that the amount
previously transferred was in excess of the IDC participant balances. The
excess was transferred back into the plan during 1996. On October 2, 1995,
associates of Financial Proformas, Inc., a wholly owned subsidiary of The Dun &
Bradstreet Corporation, were admitted to participate in the Plan. On December
12, 1995, $920,101 in assets were transferred into the Plan from Financial
Proformas, Inc.
On November 1, 1996, the Company reorganized into three publicly traded
companies by spinning off two of its businesses to shareholders through a
tax-free distribution ("the distribution"). The distribution resulted in the
following three companies: The Dun & Bradstreet Corporation, ACNielsen
Corporation and Cognizant Corporation. The participants of the plan at October
31, 1996 were given the option to transfer their profit participation plan (PPP)
account balances into the trivested companies' PPPs, receive a lump sum payment,
or keep their funds in the Plan.
In connection with the reorganization, assets relating to the participants who
elected to transfer their account balance were distributed to Cognizant
Corporation and ACNielsen Corporation. Amounts transferred in 1996 totaled
$83,506,932 and $44,839,809, respectively. The remaining balances of
$8,968,573 and $4,271,816 were transferred subsequent to year end. In addition,
assets of $33,773,358 were transferred in 1997 relating to other companies sold
as part of the reorganization.
During 1996, Plan assets of Dataquest, and other divested companies of
$6,199,600 and $987,092 respectively, were transferred. An additional
$1,447,820 was transferred after year end relating to the divested companies.
Note 3. Investment Funds
Participants of the Plan can elect to have amounts credited to their Plan
accounts invested in one or more of seven investment funds: an Equity Index
Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock
Fund, a Special Fixed Income Fund, a Long-Term Bond Index Fund, a Mid & Small
Equity Index Fund and an International Equity Index Fund.
F-8
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 3. Investment Funds (Cont.)
The Equity Index Fund is a fund invested in the common stock of companies
included in the Standard & Poor's 500 Stock Index (S&P 500); the number of
participants at December 31, 1996 was 9,618. The Dun & Bradstreet Legacy fund
consists of shares of the company, ACNielsen and Cognizant common stock; the
number of participants at December 31, 1996 was 7,224. The Dun & Bradstreet
Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet
Corporation; the number of participants at December 31, 1996 was 3,957. The
Special Fixed Income Fund is a fund invested in group insurance contracts (GICs)
with one or more insurance companies and/or financial institutions selected by
The Dun & Bradstreet Corporation. The insurance companies and/or financial
institutions contract to repay both principle and a specific rate of return,
depending on market conditions when the contract is negotiated, and the length
of the contract; the number of participants at December 31, 1996 was 9,437.
The Long Term Bond fund is a fund invested in fixed income securities,
including, but not limited to, U.S. government and agency securities, mortgage
backed securities issued by agencies of the U.S. government and investment-grade
corporate securities; the number of participants at December 31, 1996 was 390.
The Mid & Small Equity Index Fund is a fund invested in common stocks in the
U.S. equity market that are not included in the S&P 500; the number of
participants at December 31, 1996 was 346. The International Equity Index Fund
is a fund invested in a portfolio of securities traded outside the U.S.
Investment selections are based on the Europe, Australia and Far East Index; the
number of participants at December 31, 1996 was 427.
Contributions received from participants and participating companies are
temporarily invested in Bankers Trust Company Short-Term Investment Fund,
pending investment into the funds. Investments of the Special Fixed Income Fund
consist entirely of investment contracts with insurance companies which
represents a concentration of credit risk. However, the Plan does not
anticipate nonperformance by the insurance companies.
Note 4. Tax Status
The Plan obtained a determination letter on July 7, 1995 in which the Internal
Revenue Service stated that the Plan was in compliance with the requirements for
a qualified trust under Section 401(a) of the Internal Revenue Code (the "Code")
and is exempt from Federal income taxes under the provisions of Section 501(a)
of the Code.
Note 5. Investment in Group Trust
The investment reflected in the Statement of Net Assets Available for Plan
Benefits represents the Plan's share of total assets in the Group Trust which is
95.8% and 96.5% at December 31, 1996 and 1995, respectively.
F-9
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investment in Group Trust (Cont.)
Assets at fair value in the Group Trust are summarized as follows (in
thousands):
December 31,
1996 1995
BZW Barclays Equity Index Fund $326,028* $302,503*
The Dun & Bradstreet Corporation Common Stock 1,625 146,717*
Ameritech Corporation Common Stock 2,274 2,155
Legacy Common Stock Fund 122,918* 0
Prudential Annuity Contract 0 31,681
New York Life Annuity Contract 42,764 61,770*
John Hancock Annuity Contract 93,875* 123,691*
Principal Mutual Annuity Contract 118,514* 151,241*
MetLife Annuity Contract 87,211* 64,035*
BZW Barclays Long-Term Bond Index Fund 37,865 49,680*
Loan Account 28,139 28,797
Bankers Trust Short-Term Investment Fund 1,407 4,398
Total Investments $862,620 $966,668
Accrued interest and dividends 1,530 2,378
Total assets in Group Trust $864,150 $969,046
* These investments represented 5% or more of the total Plan assets.
The Group Trust's investments had the following income during 1996 (in
thousands):
Net Appreciation
Investments, at fair value as
determined by quoted market prices:
BZW Barclays Equity Index Fund $ 65,877
The Dun & Bradstreet Corporation/Ameritech Common Stock/
Legacy Common Stock (12,385)
BZW Barclays Long-Term Bond Index Fund (1,532)
Total net appreciation $ 51,960
Investment Income
Interest $ 38,556
Dividends 4,285
Total Investment Income 42,841
Group Trust Income $ 94,801
F-10
<PAGE>
PROFIT PARTICIPATION PLAN OF
THE DUN & BRADSTREET CORPORATION
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investment in Group Trust (Cont.)
The Plan's allocated income in the Group Trust represents its participating
share throughout the year ended December 31, 1996.
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in the Bankers Trust Company Short-Term Investment Fund, the BZW
Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are
valued at the applicable December 31 redemption prices reported by the managers
of the Funds.
Investments under The New York Life Insurance Company, John Hancock Mutual Life
Insurance Company, Metropolitan Life Insurance Company and the Principal Mutual
Life Insurance Company investment contracts do not participate directly in
market appreciation or depreciation. Such investments are stated at contract
value which approximates fair value and which represents the aggregate amount of
accumulated contributions into the account and interest earned thereon, less
accumulated distributions and administrative expenses.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of securities
are recorded on the trade date.
The net appreciation in the fair value of the Group Trust's investments consists
of realized gains and losses and the unrealized appreciation on those
investments for the year.
Note 6. Plan Expenses
Transaction and investment manager fees relating to investments in the Dun &
Bradstreet Common Stock Fund, Equity Index Fund, and Long-Term Bond Index Fund
are charged against Plan assets. Trustee fees and other expenses of
administering the Plan are borne by the Company.
F-1
<PAGE>
Exhibit 99(b)
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-7155 (The Dun & Bradstreet Corporation)
1-8612 (Ameritech Corporation)
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
DonTech Profit Participation Plan, 205 N. Michigan Avenue, Chicago,
Illinois 60601
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ
07974; and
Ameritech Corporation, 30 South Wacker Drive, Chicago, Illinois 60606
REQUIRED INFORMATION
The required financial statements are attached to this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the AM/DON
general partnership (the administrator of the DonTech Profit Participation Plan)
has duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
DonTech Profit Participation Plan
(Name of Plan)
BY: _________________________
Reid Simpson
Vice President - Finance &
Chief Financial Officer
Date: June 19, 1997
1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) the registration statement
of Ameritech Corporation on Form S-8 (File No. 33-49036), and (ii) the
registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No.
33-49060), of our report dated June 19, 1997 on our audits of the financial
statements of the DonTech Profit Participation Plan as of December 31, 1996 and
1995 and for the year ended December 31, 1996, which report is included in this
annual report on Form 11-K.
Coopers & Lybrand L.L.P
New York, New York
June 19, 1997
2
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
INDEX TO FINANCIAL STATEMENTS
Pages F-
Report of Independent Accountants 2
Statements of Net Assets Available for Plan Benefits as of
December 31, 1996 and 1995 3-4
Statement of Changes in Net Assets Available for Plan Benefits
for the year Ended December 31, 1996 5
Notes to Financial Statements 6-10
F-1
<PAGE>
_________________
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of The Board of Directors of AM-DON GENERAL
PARTNERSHIP:
We have audited the accompanying statements of net assets available for
plan benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of
December 31, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1996 and 1995, and the changes in net assets available for plan
benefits for the year ended December 31, 1996 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The fund information in the
statements of net assets available for plan benefits as of December 31, 1996 and
1995 and the statement of changes in net assets available for plan benefits for
the year ended December 31, 1996 is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The fund
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
Coopers & Lybrand L.L.P
New York, New York
June 19, 1997
F-2
<PAGE>
<TABLE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1996
(Dollars in Thousands)
<CAPTION>
<S>
FUND INFORMATION
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock Funds
Dun & Dun & Long Mid &
Bradstreet Bradstreet Ameritech Special Term Small Internatioanl
Equity Legacy Common Common Fixed Bond Equity Equity
Index Stock Stock Stock Income Index Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Fund Account
ASSETS
Investments in Group Trust,
at fair value $ 35,900 $10,216 $3,968 $141 $2,319 $17,400 $907 $0 $0 $949
Accrued interest receivable
on participant loans 5 2 1 0 1 1 0 0 0 0
Interfund receivable (payable) 0 0 (107) 32 (54) 179 (541) 293 198 0
Contributions receivable:
employer 129 49 0 21 18 34 5 1 1 0
participants 168 70 2 43 12 38 2 1 0 0
Total assets 36,202 10,337 3,864 237 2,296 17,652 373 295 199 949
Net assets available for
plan benefits $36,202 $10,337 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
F-3
<PAGE>
<TABLE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
December 31, 1995
(Dollars in Thousands)
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C>
FUND INFORMATION
Company Stock Fund Special Long-Term
Equity Fixed Bond
Index Dun & Income Index Loan
Total Fund Bradstreet Ameritech Fund Fund Account
ASSETS
Investment in Group Trust,
at fair value $34,000 $7,476 $5,166 $2,189 $17,251 $1,168 $750
Accrued interest receivable
on participant loans 4 1 1 1 1 0 0
Interfund receivable (payable) 0 (27) 3 3 13 8 0
Contributions receivable:
employer 331 100 54 55 108 14 0
participants 186 37 19 26 98 6 0
Total assets 34,521 7,587 5,243 2,274 17,471 1,196 750
Net assets available
for plan benefits $34,521 $7,587 $5,243 $2,274 $17,471 $1,196 $750
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
F-4
<PAGE>
</TABLE>
<TABLE>
DONTECH PROFIT PARTICIPATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
For The Year Ended December 31, 1996
(Dollars in Thousands)
<CAPTION>
<S>
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FUND INFORMATION
Common Stock Fund
Dun & Dun &
Bradstreet Bradstreet Ameritech Special Long Term Mid & Small International
Equity Legacy Common Common Fixed Bond Equity Equity
Index Stock Stock Stock Income Index Index Index Loan
Total Fund Fund Fund Fund Fund Fund Fund Fund Account
Allocated income in
Group Trust $2,045 $1,033 $(269) $(1) $115 $1,079 $37 $0 $0 $51
Accrued interest receivable
on participant loans 5 2 1 0 1 1 0 0 0 0
Contributions received:
employer 819 301 102 27 130 222 35 1 1 0
participants 2,160 924 266 53 335 499 82 1 0 0
Participant loan repayments 4 114 48 8 56 109 14 0 0 (345)
Distributions to participants (3,244) (746) (473) 0 (238) (1,673) (114) 0 0 0
Loans to participants (108) (203) (111) 0 (84) (186) (17) 0 0 493
Interfund transfers 0 1,325 (943) 150 (293) 130 (860) 293 198 0
Net increase (decrease)
for the year 1,681 2,750 (1,379) 237 22 181 (823) 295 199 199
Net assets available for plan benefits,
as of January 1, 1996 34,521 7,587 5,243 0 2,274 17,471 1,196 0 0 750
Net assets available for plan benefits,
as of December 31, 1996 $36,202 $10,377 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949
<FN>
The accompanying notes are an integral part of the financial statements.
</FN>
</TABLE>
F-5
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1. Summary of Significant Accounting Policies
Master Trust AM-DON, a general partnership between The Reuben H. Donnelley
Corporation and Ameritech Publishing of Illinois, Inc. doing business under the
name DonTech ("DonTech"), has adopted the DonTech Profit Participation Plan (the
"Plan") for the benefit of its eligible associates. The assets of the DonTech
Profit Participation Plan (the "Plan") are commingled for investment purposes
with the assets of The Profit Participation Plan of The Dun & Bradstreet
Corporation in the Dun & Bradstreet Defined Contribution Plan Group Trust (the
"Group Trust"), a master trust established between The Dun & Bradstreet
Corporation and Bankers Trust Company (the "Trustee"). The Plan's investment
in the Group Trust is based on its relative interest in the fair value of the
assets held in the Group Trust. Investment income, gains and losses on sales of
investments and net appreciation/depreciation in the fair value of investments
are allocated to the Plan based upon its relative investment balances at fair
value during the valuation period.
Contributions Contributions by participating employees ("participants") are
recorded in the period payroll deductions are made. Contributions by DonTech
are based upon amounts required to be funded under the provisions of the Plan.
Distributions Distributions are recorded when paid.
Liabilities of $478,700 and $314,269 for the years ended December 31, 1996 and
1995, respectively, relating to participants who have elected to withdraw from
the Plan but have not yet been paid, have been reflected on the Forms 5500. The
difference between distributions to participants reported in the statement of
changes in net assets available for plan benefits and the Form 5500 for the year
ended December 31, 1996 amounted to $164,431.
Use of Estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
significant estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those
estimates.
Risks and Uncertainties The Plan provides for various investment options in any
combination of stocks, bonds, fixed income securities, mutual funds, and other
investment securities. Certain investment securities are exposed to various
risks, such as interest rate, market and credit. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in risks in the near term would materially
affect participants' account balances and the amounts reported in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
Note 2. Plan Description
The following summary of major Plan provisions in effect for the Plan year is
provided for general information purposes only. Participants should refer to
the Plan document for more complete information.
F-6
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
The Plan is a defined contribution plan and is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). Associates of DonTech
who work at least one thousand hours during the consecutive twelve-month period
following employment, or in any calendar year thereafter, are eligible to
participate in the Plan on the following January 1 or July 1.
Participants contribute to the basic Plan by authorizing payroll deductions
equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the
Plan. Participating companies make matching contributions equal to a minimum of
50% of aggregate participant contributions. If the average increase in
DonTech's net income, as defined in the Plan, for any Plan year and the
immediately preceding Plan year is greater than 5%, DonTech contributes an
additional percentage of the aggregate member contributions.
Participants also may make additional contributions (which are not eligible for
company matching contributions) under an Investment Plan addendum to the basic
Plan.
Participants are not permitted to invest more than 50% of their account balance
or contributions in the Dun & Bradstreet Common Stock Fund and Ameritech Common
Stock Fund ("the Company Stock Fund"). Contributions, transfers, reallocations
of actual balances into the Company Stock Fund will be invested 50% in Ameritech
Common Stock and 50% in Dun & Bradstreet Common Stock. Participants are able to
reallocate their entire account balances in multiples of 10% among the Plan's
four investment funds, subject to the 50% maximum for the Company Stock Fund.
Participants' contributions under the basic Plan and additional contributions
under the Investment Plan may be made in the form of contributions from
after-tax earnings and/or contributions from before-tax earnings, which have
the effect of reducing current taxable earnings for federal income tax purposes.
A participant's aggregate before-tax contributions may not exceed 16% of the
member's creditable compensation (up to 6% in before-tax contributions under the
basic Plan and up to 10% in before-tax contributions under the Investment Plan)
subject to an overall limit on before-tax contributions imposed by the Internal
Revenue Code. For 1996, the Internal Revenue Code limit on before-tax
contribution was $9,500.
To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"),
the Plan limits maximum covered compensation as defined by the Secretary of the
Treasury. The maximum covered compensation for purposes of determining
participant and Company contributions under the Plan for 1996 was $150,000.
Additionally, the Plan provides for graduated vesting in the value of company
contributions to a participant's Plan account over a six year period beginning
on the member's initial employment date with the Company.
Upon termination of service with DonTech, participants become eligible for a
lump sum distribution of the vested portion of their account balance. Retired
and terminated participants who have an account balance in excess of $3,500
may elect various forms of deferred distribution.
Participants may obtain loans from the Plan, which are secured by the vested
balance in their accounts. The Plan limits the total number and amount of loans
outstanding at any time for each participant. Interest rates applicable to Plan
loans are commensurate with prevailing rates of interest charged on similar
commercial loans determined in the marketplace. The total number of
participants with outstanding loans at December 31, 1996 was 197.
F-7
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 2. Plan Description (Cont.)
Amounts forfeited by nonvested or partially vested participants who terminated
during the year ended December 31, 1996 totaled $8,795. Forfeited amounts
reduce future DonTech contributions.
While DonTech has not expressed any intent to discontinue its contributions or
to terminate the Plan, it is free to do so at any time subject to the provisions
of the Employee Retirement Income Security Act of 1974 and the Internal Revenue
Code which state that, in such event, all participants of the Plan shall be
fully vested in the amounts credited to their accounts.
Note 3. Investment Funds
Participants of the Plan can elect to have amounts credited to their Plan
accounts invested in one or more of eight investment funds: an Equity Index
Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock
Fund, an Ameritech Common Stock Fund, a Special Fixed Income Fund, a Long-Term
Bond Index Fund, a Mid & Small Equity Index Fund and an International Equity
Index Fund.
The Equity Index Fund is a fund invested in the common stock of companies
included in the Standard & Poor's 500 Stock Index (S&P 500); the number of
participants at December 31, 1996 was 452. The Dun & Bradstreet Legacy fund
consists of shares of the company, ACNielsen and Cognizant common stock; the
number of participants at December 31, 1996 was 430. The Dun & Bradstreet
Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet
Corporation; the number of participants at December 31, 1996 was 322. The
Ameritech Common Stock Fund is a fund invested in the common stock of Ameritech
Corporation; the number of participants at December 31, 1996 was 438. The
Special Fixed Income Fund is a fund invested in group insurance contracts (GICs)
with one or more insurance companies and/or financial institutions selected by
The Dun & Bradstreet Corporation. The insurance companies and/or financial
institutions contract to repay both principle and a specific rate of return,
depending on market conditions when the contract is negotiated, and the length
of the contract; the number of participants at December 31, 1996 was 467. The
Long Term Bond fund is a fund invested in fixed income securities, including,
but not limited to, U.S. government and agency securities, mortgage backed
securities issued by agencies of the U.S. government and investment-grade
corporate securities; the number of participants at December 31, 1996 was 7. The
Mid & Small Equity Index Fund is a fund invested in common stocks in the U.S.
equity market that are not included in the S&P 500; the number of participants
at December 31, 1996 was 6. The International Equity Index Fund is a fund
invested in a portfolio of securities traded outside the U.S. Investment
selections are based on the Europe, Australia and Far East Index; the number of
participants at December 31, 1996 was 9.
Contributions received from participants and from DonTech are temporarily
invested in Bankers Trust Company Short-Term Investment Fund, pending investment
into the funds. Investments of the Special Fixed Income Fund consist entirely
of investment contracts with insurance companies which represents a
concentration of credit risk. However, the Plan does not anticipate
nonperformance by the insurance companies.
F-8
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 4. Tax Status
The Plan obtained a determination letter on January 31, 1996 in which the
Internal Revenue Service stated that the Plan was in compliance with the
requirements for a qualified trust under Section 401(a) of the Internal Revenue
Code (the "Code").
Note 5. Investment in Group Trust
The investment reflected in the Statement of Net Assets Available for Plan
Benefits represents the Plan's share of total assets in the Group Trust which is
4.2% and 3.5% at December 31, 1996, respectively and 1995. Assets at fair value
in the Group Trust are summarized as follows (in thousands):
December 31,
1996 1995
BZW Barclays Equity Index Fund $326,028* $302,503*
The Dun & Bradstreet Corporation Common Stock 1,625 146,717*
Ameritech Corporation Common Stock 2,274 2,155
Legacy Common Stock 122,918* 0
Prudential Annuity Contract 0 31,681
New York Life Annuity Contract 42,764 61,770*
John Hancock Annuity Contract 93,875* 123,691*
Principal Mutual Annuity Contract 118,514* 151,241*
MetLife Annuity Contract 87,211* 64,035*
BZW Barclays Long-Term Bond Index Fund 37,865 49,680*
Loan Account 28,139 28,797
Bankers Trust Short-Term Investment Fund 1,407 4,398
Total Investments $862,620 $966,668
Accrued interest and dividends 1,530 2,378
Total assets in Group Trust $864,150 $969,046
* These investments represented 5% or more of total Plan assets.
The Group Trust's investments had the following income during 1996 (in
thousands):
Net Appreciation
Investments, at fair value as
determined by quoted market prices:
BZW Barclays Equity Index Fund $ 65,877
The Dun & Bradstreet Corporation/Ameritech Common Stock/
Legacy Common Stock Fund (12,385)
BZW Barclays Long-Term Bond Index Fund (1,532)
Total net appreciation $ 51,960
F-9
<PAGE>
DONTECH PROFIT PARTICIPATION PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
Note 5. Investments (Cont.)
Investment Income
Interest $ 38,556
Dividends 4,285
Total Investment Income 42,841
Group Trust Income $ 94,801
The Plan's allocated income in the Group Trust represents its participating
share throughout the year ended December 31, 1996.
Investments in securities are included at fair value. The fair value of
investments is determined utilizing the applicable December 31 closing sales
prices as quoted in published financial sources.
Investments in the Bankers Trust Company Short-Term Investment Fund, the BZW
Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are
valued at the applicable December 31 redemption prices reported by the managers
of the Funds.
Investments under The New York Life Insurance Company, John Hancock Mutual Life
Insurance Company, Metropolitan Life Insurance Company and the Principal Mutual
Life Insurance Company investment contracts do not participate directly in
market appreciation or depreciation. Such investments are stated at contract
value which approximates fair value and which represents the aggregate amount of
accumulated contributions into the account and interest earned thereon, less
accumulated distributions.
Dividend income is recorded on the ex-dividend date. Interest earned on
investments is recorded on the accrual basis. Purchases and sales of securities
are recorded on the trade date.
The net appreciation in the fair value of the Group Trust's investments consists
of realized gains and losses and the unrealized appreciation on those
investments for the year.
Note 6. Plan Expenses
Transaction and investment manager fees relating to investments in the
Ameritech/Dun & Bradstreet Common Stock Fund, Equity Index Fund, and Long-Term
Bond Index Fund are charged against Plan assets. Trustee fees and other
expenses of administering the Plan are borne by DonTech.
F-10
