SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): FEBRUARY 10, 2002
MOODY'S CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 001-14037 13-3998945
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
99 CHURCH STREET
NEW YORK, NEW YORK 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 553-0300
ITEM 5. OTHER EVENTS.
Moody's Corporation ("Moody's") and XYZ Acquisition LLC, a Delaware
limited liability company and a wholly-owned subsidiary of Moody's, have entered
into an Agreement and Plan of Merger and Stock Purchase Agreement, dated as of
February 10, 2002, with KMV LLC, a Delaware limited liability company, and KMV
Corporation, a California corporation, whereby, subject to customary closing
conditions and regulatory approvals, KMV LLC and KMV Corporation will become
wholly-owned subsidiaries of Moody's (the "Acquisition"). The Acquisition was
announced and further described in a press release issued by Moody's on February
11, 2002. The Agreement and Plan of Merger and Stock Purchase Agreement is being
filed as Exhibit 2.1 to this report and is incorporated by reference into this
Item 5. The press release is being filed as Exhibit 99 to this report and is
incorporated by reference into this Item 5.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Report:
Exhibit No. Description
2.1 Agreement and Plan of Merger and Stock
Purchase Agreement, dated as of February 10,
2002, by and among Moody's Corporation, XYZ
Acquisition LLC, KMV LLC, KMV Corporation and
the principal members of KMV LLC and the
shareholders of KMV Corporation identified
therein.
99 Press Release issued February 11, 2002.
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.
MOODY'S CORPORATION
By: /s/ John J. Goggins
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John J. Goggins
Senior Vice President and
General Counsel
Date: February 22, 2002
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger and Stock Purchase Agreement, dated
as of February 10, 2002, by and among Moody's Corporation, XYZ
Acquisition LLC, KMV LLC, KMV Corporation and the principal
members of KMV LLC and the shareholders of KMV Corporation
identified therein.
99 Press Release issued February 11, 2002.