Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE DUN & BRADSTREET CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 13-2740040
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(Address, including zip code, of Registrant's principal executive office)
KEY EMPLOYEES PERFORMANCE UNIT PLAN
(Full title of the Plan)
Nancy L. Henry, Esq.
Senior Vice President and Chief Legal Counsel
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
(908) 665-5000
(Name, address, including zip code, and telephone number, including area
code, of Registrant's agent for service)
Copies to:
Joel S. Hoffman, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount to Maximum Maximum Amount of
be Offering Price Aggregate Registration
Title of Securities to be Registered Registered Per Share<F1> Offering Price<F1> Fee<F1>
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value per share<F2> 2,000,000 $32.03125 $64,062,500 $18,898.44
<FN>
<F1> Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the average of the high and low closing prices
of the Common Stock reported on the New York Stock Exchange Composite
Tape on February 17, 1998.
<F2> Includes Preferred Share Purchase Rights which, prior to the occurrence
of certain events, will not be exercisable or evidenced separately from
the Common Stock.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by The Dun & Bradstreet Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996, as amended by Form 10-K/A-1 dated April 2,
1997 and Form 10-K/A-2 dated June 19, 1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The description of the Company's capital stock contained in
the Company's Registration Statement on Form S-3 (Registration
No. 33-10462) filed on November 28, 1986.
(d) The description of the Company's Preferred Share Purchase
Rights contained in the Company's Registration Statement on
Form 8-A (File No. 1-7155) filed on October 28, 1988.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement indicating that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
<PAGE>
the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The indemnity may include expenses
(including attorneys' fees),judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided that such officer, director, employee or agent
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, and, for criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses
which such officer or director actually and reasonably incurred.
The Company's Restated Certificate of Incorporation provides that the
Company shall indemnify directors and officers made party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative to the fullest extent permitted by the laws
of the State of Delaware. Such indemnification shall continue after an
individual ceases to be an officer or director and shall inure to the benefit
of the heirs, executors and administrators of such person. The Company's
Restated Certificate of Incorporation also provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporation Law of the State of Delaware as the same exists
or may hereafter be amended.
The indemnification rights conferred by the Restated Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company will
also provide liability insurance for the directors and officers for certain
losses arising from claims or charges made against them while acting in their
capacities as directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
4.1 Restated Certificate of Incorporation of the
Company dated June 15, 1988 (incorporated
herein by reference to Exhibit 4(A) to
Registration No. 33-25774 on Form S-8 filed
November 25, 1988).
<PAGE>
4.2 By-Laws of the Company (incorporated herein
by reference to Exhibit E to the registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 1-7155) filed
March 25, 1994).
4.3 The Rights Agreement, dated as of October 19,
1988, between the Company and Morgan
Shareholder Services Trust Company (attached
as Exhibit 1 to the Company's Registration
Statement on Form 8-A (File No. 1-7155) filed
on October 28, 1988 and incorporated herein
by reference).
5 Opinion of Nancy L. Henry, Senior Vice
President and Chief Legal Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Nancy L. Henry, Senior Vice
President and Chief Legal Counsel (included
in Exhibit 5)
24 Power of Attorney
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement (except to the extent the information required to be
included by clauses (i) or (ii) is contained in periodic reports filed by
the Company pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference into this Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
<PAGE>
(4) That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Murray Hill, State of New Jersey,
on this 18th day of February, 1998.
THE DUN & BRADSTREET CORPORATION
(Registrant)
By /s/ Nancy L. Henry
------------------------------
Nancy L. Henry
Senior Vice President
and Chief Legal Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- -----
Volney Taylor Chairman, Chief Executive
- ------------------------------ Officer and Director
Volney Taylor (principal executive
officer)
Frank S. Sowinski Senior Vice President and
- ------------------------------ Chief Financial Officer
Frank S. Sowinski (principal financial
officer)
Chester J. Geveda, Jr. Vice President-Controller
- ------------------------------ (principal accounting
Chester J. Geveda, Jr. officer)
*Hall Adams, Jr.
- ------------------------------ Director
Hall Adams, Jr.
*Clifford L. Alexander, Jr.
- ------------------------------ Director
Clifford L. Alexander, Jr.
*Mary Johnston Evans
- ------------------------------ Director
Mary Johnston Evans
<PAGE>
*Ronald L. Kuehn, Jr.
- ------------------------------ Director
Ronald L. Kuehn, Jr.
*Robert J. Lanigan
- ------------------------------ Director
Robert J. Lanigan
*Vernon R. Loucks Jr.
- ------------------------------ Director
Vernon L. Loucks Jr.
*Henry A. McKinnell
- ------------------------------ Director
Henry A. McKinnell
*John R. Meyer
- ------------------------------ Director
John R. Meyer
*James R. Peterson
- ------------------------------ Director
James R. Peterson
*Michael R. Quinlan
- ------------------------------ Director
Michael R. Quinlan
February 18, 1998
*By /s/ Nancy L. Henry
- ------------------------------
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Sequentially
Number Numbered Page
4.1 Restated Certificate of Incorporation
of the Company dated June 15, 1988
(incorporated herein by reference to
Exhibit 4(a) to Registration No. 33-
25774 on Form S-8 filed November 25,
1988).
4.2 By-Laws of the Company (incorporated
herein by reference to Exhibit E to
the registrant's Annual Report on
Form 10-K for the year ended December
31, 1993 (File No. 1-7155) filed
March 25, 1994).
4.3 The Rights Agreement, dated as of
October 19, 1988, between the Company
and Morgan Shareholder Services Trust
Company (attached as Exhibit 1 to the
Company's Registration Statement on
Form 8-A (File No. 1-7155) filed on
October 28, 1988 and incorporated
herein by reference).
5 Opinion of Nancy L. Henry, Senior
Vice President and Chief Legal
Counsel
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Nancy L. Henry, Senior
Vice President and Chief Legal
Counsel (included in Exhibit 5)
24 Power of Attorney
<PAGE>
Exhibit 5
February 18,1998
The Dun & Bradstreet Corporation
One Diamond Hill Road
Murray Hill, NJ 07974
Ladies & Gentlemen:
I have acted as counsel to The Dun & Bradstreet Corporation, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which the Company
intends to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
2,000,000 shares of the Company's common stock, par value $1.00 per share
(the "Common Stock"), which may be issued to employees of the Company in
accordance with the Key Employees Performance Unit Plan for The Dun &
Bradstreet Corporation and Subsidiaries (the "Plan").
I have examined a copy of the Registration Statement (including
the exhibits thereto) and the related Prospectus (the "Prospectus"). In
addition, I have examined, and have relied as to matters of fact upon, the
originals or copies, certified or otherwise identified to my satisfaction, of
such corporate records, agreements, documents and other instruments and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such other and further
investigations, as I have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents
<PAGE>
of all documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
I hereby advise you that in my opinion shares of Common Stock
issuable in accordance with the Plan when duly authorized and issued as
contemplated by the Registration Statement, the Prospectus and the Plan will
be validly issued, fully paid and non-assessable shares of Common Stock of
the Company.
I am a member of the Bar of the State of New York and I do not
express any opinion herein concerning any law other than the law of the State
of New York and the Delaware General Corporation Law.
I hereby consent to the filing of this opinion letter as an
Exhibit to the Registration Statement.
Very truly yours,
/s/ Nancy L. Henry
NANCY L. HENRY
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of The Dun & Bradstreet Corporation ("D&B") of our
reports dated February 26, 1997, on our audits of the consolidated financial
statements and financial statement schedule, which are included or
incorporated by reference in D&B's Annual Report on Form 10-K for the year
ended December 31, 1996, as amended by Form 10-K/A-1 dated April 2, 1997 and
Form 10-K/A-2 dated June 19, 1997.
/s/ Coopers & Lybrand L.L.P.
New York, New York
February 18, 1998
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
of The Dun & Bradstreet Corporation (the "Company") in their respective
capacities set forth below constitutes and appoints Nancy L. Henry and
Mitchell C. Sussis, and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for
him or her and in his or her name, place and stead, in any and all
capacities, to do any and all acts and all things and to execute any and all
instruments which said attorney and agent may deem necessary or desirable to
enable the Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission thereunder in connection with the registration under such Act of
shares of Common Stock of the Company ("Common Stock") to be issued to
employees of the Company pursuant to the Company's Key Employees Performance
Unit Plan for The Dun & Bradstreet Corporation and Subsidiaries, to the
extent that any such registration may be required in the opinion of the
executive officers of the Company, upon the advice of counsel, including
without limitation, the power and authority to sign the name of the
undersigned individual in the capacity indicated below opposite the name of
such individual to the Registration Statement on Form S-8 or any Form
relating to the registration of such Common Stock, to be filed with the
Securities and Exchange Commission with respect to said Common Stock, to sign
any and all amendments (including post-effective amendments) and supplements
to such Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
/s/ Hall Adams, Jr. Director December 17, 1997
- ------------------------------
Hall Adams, Jr.
/s/ Clifford L. Alexander, Jr. Director December 17, 1997
- ------------------------------
Clifford L. Alexander, Jr.
/s/ Mary Johnston Evans Director December 17, 1997
- ------------------------------
Mary Johnston Evans
/s/ Ronald L. Kuehn, Jr. Director December 17, 1997
- ------------------------------
Ronald L. Kuehn, Jr.
<PAGE>
/s/ Robert J. Lanigan Director December 17, 1997
- ------------------------------
Robert J. Lanigan
/s/ Vernon R. Loucks Jr. Director December 17, 1997
- ------------------------------
Vernon R. Loucks Jr.
/s/ Henry A. McKinnell Director December 17, 1997
- ------------------------------
Henry A. McKinnell
/s/ John R. Meyer Director December 17, 1997
- ------------------------------
John R. Meyer
/s/ James R. Peterson Director December 17, 1997
- ------------------------------
James R. Peterson
/s/ Michael R. Quinlan Director December 17, 1997
- ------------------------------
Michael R. Quinlan
/s/ Volney Taylor Chairman, Chief December 17, 1997
- ------------------------------ Executive
Volney Taylor Officer and
Director
