SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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) April 12, 2000
DUFF & PHELPS CREDIT RATING CO.
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(Exact name of registrant as specified in its charter)
Illinois 1-13286 36-3569514
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(State or other jurisdiction) (Commission File Number) (IRS Employer
of incorporation) Identification No.)
55 East Monroe Street, Chicago, Illinois 60603
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 368-4100
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant.
On April 12, 2000, Fimalac S.A. announced that it had successfully
completed its $100.00 per share cash tender offer for all outstanding shares of
Duff & Phelps Credit Rating Co. common stock. The tender offer expired at 12:00
midnight, New York City time, on April 11, 2000. Approximately 4,496,138 Duff &
Phelps shares, representing about 96.8% of the outstanding shares, had been
validly tendered and not withdrawn prior to the expiration of the offer
(including approximately 30,479 shares that were guaranteed to be delivered).
All such shares so validly tendered and not withdrawn were accepted for payment,
and Fimalac subsequently purchased 4,495,179 shares that were delivered. The
acquisition of the shares of common stock was financed partially by Fimalac's
internal resources and also from borrowings under secured credit facilities
provided by Credit Agricole Indosuez and Credit Lyonnais.
The newly elected Duff & Phelps officers and board members are Marc
de Lacharriere, Chairman of Fitch IBCA and now Chairman of Duff & Phelps, Robin
Monro-Davies, CEO, Stephen W. Joynt, President and COO, and Veronique Morali,
Managing Director of FIMALAC. Paul McCarthy and Philip Maffei, former Chairman
and former President and COO of Duff & Phelps, will stay on as board members of
Duff & Phelps.
A copy of Fimalac's press release dated April 12, 2000 announcing
the completion of the tender offer is attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit No. Description
99 Press Release of Fimalac S.A. dated
April 12, 2000.
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SIGNATURE
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.
DUFF & PHELPS CREDIT RATING CO.
Date: April 26, 2000 By: /s/ Stephen W. Joynt
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Stephen W. Joynt
President
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INDEX TO EXHIBITS
Exhibit Number Exhibit Description
99 Press Release of Fimalac S.A.
dated April 12, 2000.
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Exhibit 99
FITCH IBCA/DUFF & PHELPS
ANNOUNCE INTEGRATION PLAN
Fitch IBCA - Paris/New York/London - April 12, 2000: Fitch IBCA, controlled by
FIMALAC, a French diversified group listed on the Paris Stock Exchange,
announced today that it had successfully completed its $100.00 per share cash
tender offer for all outstanding shares of Duff & Phelps Credit Rating Co.
common stock. The tender offer expired at 12:00 midnight, New York City time, on
April 11, 2000. Approximately 4,496,138 Duff & Phelps shares, representing about
96.8% of the outstanding shares, had been validly tendered and not withdrawn
prior to the expiration of the offer (including approximately 30,479 shares that
are guaranteed to be delivered). All such shares so validly tendered and not
withdrawn have been accepted for payment.
The newly elected Duff & Phelps officers and board members are Marc de
Lacharriere, Chairman of Fitch IBCA and now Chairman of Duff & Phelps, Robin
Monro-Davies, CEO, Stephen W. Joynt, President and COO, and Veronique Morali,
Managing Director of FIMALAC. Paul McCarthy and Philip Maffei, former Chairman
and former President and COO of Duff & Phelps, will stay on as board members of
Duff & Phelps.
The merger of Duff & Phelps and Fitch IBCA is expected to be completed by late
May upon completion of requisite corporate procedures. Until the final merger
date, Duff & Phelps will operate as a separate legal entity and ratings of both
Duff & Phelps and Fitch IBCA will remain outstanding. However, all new issue
ratings will be released by Fitch IBCA on behalf of the new organization.
The integration process has begun with combined analytical staffs of Fitch IBCA
and Duff & Phelps working togther to harmonize the ratings and rating approach
for the new company. All rating changes resulting from the review process will
be announced when the companies merge.
For information at Fitch IBCA in New York, contact Stephen Joynt or James Jockle
at (212) 908-0547; in London, Robin Monro-Davies or Kris Anderson at
44-171-417-4222; at FIMALAC in Paris contact Veronique Morali at
33-1-47-53-61-71.
