SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the transition period from ___________ to ___________
Commission file number 1-13286
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DUFF & PHELPS CREDIT RATING CO.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-3569514
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
55 East Monroe Street 60603
Chicago, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (312) 368-3100
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Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock, without par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 16, 2000, computed by reference to the last reported
price at which the stock was sold on such date, was $444,663,339.
The number of shares outstanding of the registrant's common stock, without par
value, as of March 16, 2000 was 4,656,454.
PART I
ITEM 1. BUSINESS.
GENERAL
Duff & Phelps Credit Rating Co. (the "Company") is an internationally
recognized credit rating agency which was established in 1982. The credit rating
business was an outgrowth of the fixed income research services provided by the
firm, and/or its predecessors, dating back to 1932. The Company was incorporated
in Illinois in 1987 as a wholly-owned subsidiary of Duff & Phelps Corporation
(which subsequently changed its name to Phoenix Investment Partners, Ltd.), at
which time Duff & Phelps Corporation contributed substantially all of the assets
and liabilities of its credit rating business to the Company. On October 31,
1994, Duff & Phelps Corporation distributed to its stockholders all of the
outstanding shares of common stock of the Company. The dividend of one share of
common stock of the Company for each three shares of Duff & Phelps Corporation
common stock was distributed to the stockholders of Duff & Phelps Corporation of
record as of October 26, 1994. As a result of the distribution, the Company owns
and operates the credit rating business as an independent public company.
RECENT DEVELOPMENTS
On March 6, 2000, the Company entered into an Agreement and Plan of
Merger by and among Fimilac S.A., a French SOCIETE ANONYME ("Parent"), Fimalac,
Inc., a Delaware corporation, FSA Acquisition Corp., a Delaware corporation
("Purchaser"), which is an indirect wholly-owned subsidiary of Parent, and the
Company (the "Merger Agreement"). Pursuant to the Merger Agreement, on March 15,
2000, Purchaser commenced a tender offer to purchase all of the outstanding
shares of common stock of the Company at a purchase price of $100.00 per share,
net to the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 15, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal (which together with the
Offer to Purchase and any amendments or supplements thereto constitute the
"Offer"). The Offer is disclosed in the Tender Offer Statement on Schedule TO,
dated March 15, 2000, as filed by Parent and Purchaser with the Securities and
Exchange Commission.
Pursuant to the Merger Agreement, following the consummation of the
Offer, upon the satisfaction or waiver of certain conditions, and in accordance
with the Illinois Business Corporation Act of 1983, as amended, and the Delaware
General Corporation Law, either (1) Purchaser will be merged with and into the
Company with the Company surviving the Merger or (2) the Company will be merged
with and into Purchaser (in either case, the "Merger") with Purchaser surviving
the Merger. In the Merger, the holders of shares of common stock of the Company
as of the Effective Time (as defined in the Merger Agreement) of the Merger
(other than Purchaser) will receive an amount in cash equal to the Offer Price.
The Offer is conditioned upon, among other things, (i) there being
validly tendered and not properly withdrawn prior to the expiration date of the
Offer that number of shares of common stock of the Company which represents not
less than 51 percent of the total issued and outstanding shares of common stock
on a fully diluted basis (excluding any shares held by the Company or any of its
subsidiaries) and (ii) the expiration or termination of any and all waiting
periods applicable to the transactions contemplated by the Merger Agreement
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Offer is also subject to certain other terms and conditions. A copy of the
Merger Agreement is filed as Exhibit 2.1 to this Annual Report on Form 10-K and
is incorporated herein by reference in its entirety.
2
PRODUCTS AND SERVICES
The Company issues credit ratings on domestic and international
corporate bonds, sovereign bonds, preferred stocks, commercial paper,
certificates of deposit, structured financings and insurance company claims
paying ability. To a lesser extent, the Company issues credit ratings on
municipal securities. Credit ratings typically are issued for a fee paid by the
issuer, and are published for access by investors, issuers, investment bankers,
traders and the general public. Credit ratings concern only credit quality and
are not recommendations to buy, sell or hold rated securities, certificates of
deposit or insurance policies.
Credit ratings are issued in response to requests from issuers,
investment bankers, or investors. Requested ratings are for corporate short and
long-term fixed obligations, sovereign financings and structured finance
programs, including securitizations of receivables such as auto loans, credit
cards, residential real estate loans and commercial real estate loans, as well
as single project financings. In addition, claims paying ability ratings are
issued for life, property/casualty, financial guaranty, title and mortgage
insurance companies.
The Company's professional staff analyzes the factors that determine an
issuer's credit quality and summarizes the basis for ratings. Credit ratings are
assigned and reviewed by a Credit Rating Committee composed of senior officers
and managers of the Company. Ratings are monitored and reviewed at appropriate
intervals depending on the type of rating. A watch list is utilized to alert
clients to ratings that are under review for potential rating changes. New
ratings, the watch list and changes to existing ratings are primarily
communicated through news releases to financial news services, the internet,
on-line data products, electronic and print media and through the Company's
research publications.
The Company's research services include published reports concerning
new issues, detailed and summary reports on issuers, rating guides, comparative
statistical guides and industry research. In addition, the Company's research is
delivered to users electronically. The Company is committed to delivering a
valuable research service as evidenced by a policy of hiring analysts with
excellent educational backgrounds, including many with prior employment
experience in the respective industries they follow. The Company's research
service is widely distributed to domestic and international institutional
investors including most of the largest U.S. mutual funds, banks, trust
companies, public and private pension advisors and life and property/casualty
insurance companies, as well as investment banks. The Company's management
believes that its policy of allowing research subscribers direct access to
credit analysts is attractive to current and prospective subscribers.
REVENUES
Revenue is derived from fees for ratings in connection with debt
issuance, annual surveillance of outstanding rated securities and research
subscriptions. Although revenue is sensitive to the level of debt issuance, fees
from annual surveillance and research subscriptions tend to stabilize the
revenue base. The Company's fee schedule depends on the type and amount of
securities issued, the type of company or issue rated, the complexity of the
transaction and the types of services subscribed to for research publications.
Revenues increased from $40.4 million in 1994 to $92.3 million in 1999, a
five-year compounded annual growth rate of approximately 18 percent. This
performance reflects a number of factors: increased market penetration by the
Company in the traditional corporate and structured finance rating businesses,
the increasing number of new financial instruments that require ratings, the
expansion of international rating activities and the growing use of multiple
agencies for ratings. No single client represented more than 1.5 percent of the
Company's revenues in 1999.
3
Revenues for the year ended December 31, 1999, were $92.3 million, an
increase of 10 percent or $8.3 million, over the $84.0 million recorded in 1998.
Corporate rating revenues rose nine percent or $3.6 million, while structured
finance rating revenues increased 12 percent or $4.8 million. Rating revenue
increases were partially offset by a decline in research revenues of $0.1
million.
Revenues for the year ended December 31, 1998, were $84.0 million, an
increase of 25 percent or $17.0 million, over the $67.0 million recorded in
1997. Corporate rating revenues rose 15 percent or $5.1 million, while
structured finance rating revenues increased 41 percent or $12.2 million. Rating
revenue increases were partially offset by a decline in research revenues of
$0.3 million.
MARKETING
The Company's marketing staff, as well as senior analytical staff,
introduces the rating service to prospective issuers and markets the Company's
research services to institutional investors, investment bankers and other key
users of credit ratings. The Company's management believes that the breadth of
its research has led issuers to recognize the value of its rating services to
investors of securities rated by the Company. The Company provides a
comprehensive service that includes publicity for the ratings and rating
rationale for each issuer or transaction. The Company also conducts seminars,
participates in conferences and publishes timely articles related to securities
analysis.
COMPETITION
The Company competes primarily with three other full-service nationally
recognized credit rating agencies. Moody's Investors Service, Inc. and Standard
& Poor's dominate the market and are much larger than the Company.
The Company's management believes that significant growth opportunities
exist in the credit rating market for the following reasons: 1) Multiple
agencies are increasingly used for ratings in the domestic and international
markets; 2) Securities issuance continues to grow globally; 3) Certain
securities issued in the marketplace have become more complex; 4) New and
innovative asset-backed securities continue to be introduced into the capital
markets; 5) More international issuers now have the ability to access the U.S.
capital markets for financing than in the past; and 6) Global markets continue
to experience disintermediation.
The Company penetrates international markets through strategic joint
ventures and its U.S., London, Hong Kong, Tokyo, Singapore and Buenos Aires
offices. As part of its marketing efforts, the Company attempts to identify new
financial products or emerging markets not fully covered by other rating
agencies. This strategy has allowed the Company to gain significant market
penetration in rating domestic and international structured financings.
Structured finance ratings are transaction specific, and while growth of related
rating revenue has been substantial, there remains the potential for further
growth through penetration and continued development of the structured finance
markets, especially internationally.
While precise statistics are not available on industry revenues as each
of the Company's competitors are privately owned or are part of larger
corporations, the Company estimates its comparable 1999 revenues to be equal to
approximately 16 percent of the revenues of its largest competitor. The
Company's market penetration, however, is believed to vary significantly
depending on market sector. For example, the Company has an inconsequential
share of the municipal, mutual fund and high-yield rating market, as
historically it has not actively competed in these segments. However, the
Company believes its share of the rating business for insurance company claims
paying ability, structured financings, and certain segments of the corporate
market is much more meaningful.
4
Specifically, in the United States market, the Company has issued claims paying
ability ratings on 85 percent of the 100 largest life insurance companies. The
Company rates approximately 70 percent of the companies comprising the
investor-owned electric utility industry and about 80 percent of the 50 largest
telecom and cable TV companies. Of banks and finance companies, the Company
rates 71 percent of the ratable debt issued by the top 50 U.S. banks and rates
22 of the top 25 U.S. finance companies. The Company also rates 51 percent of
Fortune 100 companies. On the structured finance side of the business, the
Company currently rates the majority of the privately placed asset-backed
securities transactions and rates 26 percent of the public asset-backed
securities transactions. Market share penetration for the commercial
mortgage-backed securities market is approximately 30 percent and about 41
percent for the residential mortgage-backed securities market.
The Company believes that significant growth opportunities also exist
due to the generally low market penetration described above, in addition to the
growing use of multiple agencies for ratings, the increasing number of new
financial instruments that require ratings and the growth of international
financial markets as previously discussed. Moreover, as part of its strategy to
grow, the Company has established joint ventures in certain North and South
American, European, African and Asian countries (see "International") and has
offices in London, Hong Kong, Tokyo, Singapore and Buenos Aires.
INTERNATIONAL
The Company participates in joint ventures in Bangladesh, Canada,
Chile, Colombia, Costa Rica, Czech Republic, Egypt, India, Indonesia, Italy,
Korea, Mexico, Pakistan, Peru, South Africa, Spain, Sri Lanka, Turkey, Venezuela
and Zimbabwe and is pursuing joint venture relationships in several other
countries.
In July 1994, the Company organized Duff & Phelps Credit Rating Co. of
Europe, a U.S. wholly-owned subsidiary of the Company with an office in London,
to provide rating services in the United Kingdom and throughout Europe, as well
as Africa.
In July 1996, the Company organized Duff & Phelps Credit Rating Co. of
Asia, a U.S. wholly-owned subsidiary of the Company which has offices in Hong
Kong, Tokyo and Singapore to provide rating services throughout Asia.
In November 1999, the Company acquired the portion of the capital stock
of Duff & Phelps de Argentina-Sociedad Calificadora de Riesgo S.A. ("DCR
Argentina") that the Company did not previously own. DCR Argentina provides
credit rating services in Argentina.
EMPLOYEES
As of December 31, 1999, the Company employed 361 persons. The Company
considers its employee relations to be satisfactory.
ITEM 2. PROPERTIES.
The Company, which is headquartered in Chicago, conducts its operations
through offices located in Chicago, Illinois; New York, New York; London,
England; Hong Kong; Tokyo, Japan; Singapore; and Buenos Aires, Argentina, in
which locations it leases a total of approximately 108,000 square feet of office
space.
5
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries are from time to time parties to
various legal actions arising in the normal course of business. Management
believes that there are no proceedings pending against the Company or any of its
subsidiaries which, if determined adversely, would have a material adverse
effect on the financial condition or results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.
PRICE RANGE OF COMMON STOCK
The Company's common stock has traded on the New York Stock Exchange
("NYSE") under the ticker symbol "DCR" since October 24, 1994. The following
table sets forth the high and low sales prices per share for the common stock
traded on the NYSE for the periods indicated:
1999 High Low 1998 High Low
Fourth quarter $ 88 15/16 $ 71 3/8 Fourth quarter $ 55 1/16 $ 40 1/2
Third quarter 79 15/16 66 13/16 Third quarter 59 7/16 46 1/16
Second quarter 66 7/8 51 1/2 Second quarter 59 50 5/8
First quarter 54 9/16 51 15/16 First quarter 50 3/8 36 5/8
As of February 29, 2000, there were approximately 72 holders of record
of the Company's common stock.
DIVIDEND POLICY
In the first quarter of 2000 and during 1999 and 1998, the Company paid
a regular quarterly dividend of $0.03 per share. The Merger Agreement prohibits
the Company from declaring and paying any future cash dividends without the
prior written consent of Fimalac S.A. Additionally, the Company's bank credit
agreement contains provisions which may limit the aggregate dividends that the
Company may pay on its common stock. Future cash dividends would also depend on
the financial condition, capital requirements and net earnings of the Company.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data of the Company should be read in
conjunction with the Company's Consolidated Financial Statements, including the
Notes thereto, and Management's Discussion and Analysis of Financial Condition
and Results of Operations.
6
FOR THE YEARS ENDED DECEMBER 31, 1999 1998 1997 1996 1995
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(In millions, except per share data)
INCOME STATEMENT DATA:
Revenues $92.3 $84.0 $67.0 $53.1 $46.0
Operating expenses 56.7 53.6 46.2 35.4 30.1
Name use fee paid to former parent 2.0 2.0 2.0 2.0 2.0
Operating income 33.6 28.4 18.8 15.7 13.9
Interest income (expense) and other income, net 0.3 0.4 - (0.1) (0.5)
Earnings before income taxes 33.9 28.8 18.8 15.6 13.4
Income taxes 14.8 12.4 8.1 6.6 5.8
Net earnings $19.1 $16.4 $10.7 $9.0 $7.6
PER COMMON SHARE DATA:
Diluted earnings per common share $3.85 $3.16 $2.00 $1.54 $1.28
Cash dividends paid per common share $0.12 $0.12 $0.12 $0.12 $0.12
BALANCE SHEET DATA (AT END OF PERIOD):
Working capital $6.4 $(3.8) $0.7 $0.5 $1.6
Goodwill and organization costs, net 24.5 21.7 22.3 23.1 23.8
Total assets 57.1 44.5 45.5 42.4 42.3
Total debt - - 7.0 5.5 6.0
Stockholders' equity $36.5 $24.8 $23.3 $25.1 $26.1
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999, COMPARED WITH YEAR ENDED DECEMBER 31, 1998
Revenues for the year ended December 31, 1999 were $92.3 million, an
increase of 10 percent, or $8.3 million over the $84.0 million recorded in 1998.
Structured finance rating revenues grew $4.8 million and corporate rating
revenues increased $3.6 million. Rating revenue increases were offset by a net
decline in research and other revenues of $0.1 million.
Structured finance rating revenues increased 12 percent over 1998 and
were driven by high levels of mortgage-backed and asset-backed transactions.
Corporate rating revenues increased nine percent over 1998 and resulted from
increased global power business and strong issuance by financial corporations.
International rating revenues, which are included in the comparisons
above, increased 27 percent over 1998 and contributed $3.4 million to the
revenue growth in 1999. Growth in our European operations plus a recovery in our
Asian operations accounted for the majority of the increase. Growth in our Latin
American operations was largely due to the acquisition of the Company's
Argentine subsidiary in the fourth quarter of 1999.
Operating expenses for the year ended December 31, 1999 were $58.7
million, an increase of
7
$3.1 million, or six percent over the $55.6 million recorded in 1998. The
increase was largely due to higher employment expenses as well as increases
resulting from the inclusion of the results of the Company's Argentine
operations. These were offset by lower general and administrative expenses that
were achieved despite the growth in business.
Operating income of $33.6 million for the year ended December 31, 1999
increased $5.2 million, or 18 percent over the $28.4 million recorded in 1998.
Interest expense was nominally lower in 1999 due to a lower average
debt balance during the year compared to 1998. Other income, which is mainly
derived from income from the Company's international partnerships, decreased
nominally in 1999. Income tax expense increased proportionately with income
before taxes.
Net earnings totaled $19.1 million for the year ended December 31,
1999, a $2.7 million, or 16 percent increase over last year. Diluted earnings
per share increased to $3.85 in 1999 versus $3.16 in 1998. Basic earnings per
share increased to $4.16 versus $3.45 in 1998. In addition to the financial
performance discussed above, a reduction of approximately four percent in the
Company's weighted average shares outstanding contributed to the 22 percent
increase in diluted earnings per share in 1999. The decrease in weighted average
shares outstanding benefited from the Company's recent common share repurchases.
YEAR ENDED DECEMBER 31, 1998, COMPARED WITH YEAR ENDED DECEMBER 31, 1997
Revenues for the year ended December 31, 1998 were $84.0 million, an
increase of 25 percent, or $17.0 million over the $67.0 million recorded in
1997. Corporate rating revenues grew $5.1 million and structured finance rating
revenues increased $12.2 million. Rating revenue increases were partially offset
by a decline in research revenues of $0.3 million.
Corporate rating revenues, which increased 15 percent over 1997,
benefited from a high level of financing activity by non-financial corporations.
Structured finance rating revenues increased 41 percent over 1997 and were
driven by a high level of real estate and asset-backed financings.
International rating revenues, which are incorporated in the above
comparisons and contributed to the overall gains, increased 30 percent. Strong
performance by our European operation was offset by weaknesses in our Asian
operation, while our Latin American business remained relatively flat year over
year.
Operating expenses for the year ended December 31, 1998 were $55.6
million, an increase of $7.4 million, or 15 percent over the $48.2 million
recorded in 1997. The increase was predominantly the result of higher employment
expenses as well as increased general and administrative expenses directly
attributable to the growth in business, offset, in part, by lower professional
service fees.
Operating income for the year ended December 31, 1998 was $28.4
million, an increase of $9.6 million, or 51 percent over the $18.8 million
recorded in 1997.
Interest expense decreased $0.3 million for the year ended December 31,
1998, due to a lower average debt balance in 1998 versus 1997. Other income,
mostly derived from dividends paid by the Company's international partnerships,
increased nominally over the previous year. Income tax expense increased
proportionately with income before taxes.
8
Net earnings totaled $16.4 million for the year ended December 31,
1998, a $5.7 million, or 53 percent increase over 1997. Diluted earnings per
share increased 58 percent to $3.16 versus $2.00 in 1997. Basic earnings per
share increased to $3.45 in 1998 versus $2.14 in 1997. Earnings per share gains
are primarily the result of the performance described above in addition to the
reduction in weighted average shares outstanding as a result of the Company's
stock repurchases of 347,355 common shares during 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company has typically financed its operations, which do not require
significant amounts of working capital or capital expenditures, through funds
provided by operations.
For the years ended December 31, 1999 and 1998, capital expenditures,
net of retirements totaled $1.2 million and $1.7 million, respectively. These
capital expenditures were primarily for leasehold improvements, computer
equipment and office furniture. The Company expects capital expenditures to
approximate $3.0 million in 2000.
Cash investments of $3.5 million in 1999 and $0.6 million in 1998 were
for the acquisition of businesses and ownership shares in certain joint
ventures. Investments in 1999 include $2.8 million for the acquisition of the
remaining shares of the Company's Argentine joint venture.
Financing activities for the year ended December 31, 1999 included
stock repurchases of 354,500 common shares amounting to $22.2 million, net debt
payments of $1.5 million and dividend payments totaling approximately $0.6
million. Proceeds received from options exercised under the Company's long-term
stock incentive plan plus the related tax benefit totaled $15.3 million in 1999.
During 1998, the Company repurchased 347,355 of its common shares for
approximately $16.7 million, made net debt payments of $5.5 million and made
dividend payments totaling approximately $0.6 million. Proceeds received from
options exercised under the Company's long-term stock incentive plan plus the
related tax benefit totaled $2.3 million in 1998. Future share repurchases are
contingent upon the Company's financial condition, capital requirements and
earnings, as well as the market price and availability of the Company's common
stock.
The Company has in place a $40.0 million revolving bank credit
agreement that expires February 28, 2003. At December 31, 1999, the Company had
no debt outstanding compared with $1.5 million outstanding at December 31, 1998,
at a weighted average interest rate of 6.0 percent. Commitment fees are accrued
on the unused facility at an annual rate of .25 percent with respect to an
unused facility of up to $20 million and .375 percent with respect to an unused
facility in excess of $20 million and are paid quarterly.
The bank credit agreement contains the following financial covenants
among others: (i) a maximum cash flow leverage ratio; (ii) a minimum earnings
before interest, taxes, depreciation and amortization test; (iii) a minimum net
worth test; (iv) a minimum fixed charge coverage ratio; and (v) a limitation on
indebtedness. The Company is currently in compliance with such covenants. The
bank credit agreement also imposes certain restrictions on sale of assets,
mergers or consolidations, creation of liens, investments and certain other
matters.
The Company believes that funds provided by operations and amounts
available under its credit agreement will provide adequate liquidity for the
foreseeable future.
9
SEGMENT REPORTING
The primary business of the Company is to provide credit ratings on
domestic and international corporate bonds, sovereign bonds, preferred stocks,
commercial paper, certificates of deposit, structured financings and insurance
company claims paying ability. To assess performance of the Company, executive
management regularly reviews the financial statements on a consolidated basis.
In addition, executive management reviews revenues by major service type on a
consolidated basis. See Note 11 to the Consolidated Financial Statements,
Segment Information, for the Company's disclosures regarding segment reporting.
MARKET RISK
As of December 31, 1999, only 16 percent of the Company's total assets
were located outside of the United States. International revenues totaled
approximately 18 percent of the Company's total revenues in 1999. The majority
of the revenue was invoiced in U.S. dollars. The Company feels that any exposure
to loss due to foreign exchange rate fluctuations is minimal and immaterial to
the financial statements at this time; therefore, the Company has not used
derivatives or hedging transactions to mitigate any risks.
The market risk inherent in the Company's bank credit agreement is the
potential for increased interest expense resulting from adverse changes in
interest rates. Management believes that any potential losses due to interest
rate fluctuations would be minimal and immaterial to the financial statements
based on current and anticipated loan levels; therefore, the Company has not
entered into any interest rate swap agreements.
YEAR 2000
The Year 2000 issue is the result of computer programs using a two
digit format instead of a four digit format to indicate years, which could cause
a system failure or other computer errors relating to dates after 1999.
The Company has no knowledge of any material failure of any of its
systems, nor has the Company received any Year 2000 complaints from clients
using the Company's products. Likewise, the Company is unaware of any error with
a third party system that could adversely affect the Company. Outside vendors
have continued to deliver goods and services on schedule and appear relatively
unaffected by the Year 2000 issue at this time.
The Company will continue to monitor its Year 2000 status, although the
Company does not expect any material impact from the issue at this time nor in
the future.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains forward-looking statements that are subject to
risks and uncertainties, including but not limited to the following: the
Company's performance is highly dependent on corporate debt issuances and
structured finance transactions, which may decrease for any number of reasons,
including changes in interest rates and adverse economic conditions; the
Company's performance is affected by the demand for and market acceptance of the
Company's services; and the Company's performance may be impacted by changes in
the performance of the financial markets and general economic conditions.
Accordingly, actual results may differ materially from those set forth in the
forward-looking statements. Attention is also directed to other risk factors set
forth in documents filed by the Company with the Securities and Exchange
Commission.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income - For the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity For
the Years Ended December 31, 1999, 1998 and 1997
Notes to the Consolidated Financial Statements
Report of Independent Public Accountants
11
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
December 31,
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1999 1998
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ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 8,338 $ 618
Accounts receivable, net of allowance for doubtful
accounts of $601 and $494, respectively 13,487 11,611
Other current assets 1,344 1,197
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Total current assets 23,169 13,426
OFFICE FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
net of accumulated depreciation of $7,265 and $5,422, respectively (Note 1) 4,641 4,880
OTHER ASSETS:
Goodwill, net (Note 1) 24,536 21,742
Intangible assets, net (Note 1) 1,486 1,710
Other long-term investments (Note 3) 2,252 2,316
Other long-term assets (Note 6) 987 413
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Total assets $57,071 $44,487
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued compensation and employment taxes $10,944 $10,767
Accounts payable 3,807 3,154
Current maturities of long-term debt (Note 4) - 1,500
Advance service fee billings to clients (Note 1) 1,182 1,166
Accrued income taxes 797 614
Other current liabilities 6 5
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Total current liabilities 16,736 17,206
OTHER LONG-TERM LIABILITIES (Note 8) 3,815 2,479
STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 3,000 shares authorized, zero shares issued and
outstanding - -
Common stock, no par value: 15,000 shares authorized, 4,632 and 4,544
shares issued and outstanding, respectively - -
Retained earnings 36,520 24,802
------- -------
Total stockholders' equity 36,520 24,802
------- -------
Total liabilities and stockholders' equity $57,071 $44,487
======= =======
The accompanying notes to consolidated financial statements are an integral part
of these statements.
12
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
Years Ended December 31,
----------------------------------------
1999 1998 1997
------------ -------------- ------------
REVENUES (Note 1) $92,324 $83,995 $66,954
EXPENSES:
Employment expense 39,119 34,831 27,768
Other operating expenses 14,958 15,914 15,902
Name usage fees paid to former parent (Note 2) 2,000 2,000 2,000
Depreciation and amortization (Note 1) 2,628 2,828 2,490
------------ -------------- ------------
Total expenses 58,705 55,573 48,160
------------ -------------- ------------
OPERATING INCOME 33,619 28,422 18,794
Other income 435 590 510
Interest expense, net (Note 4) 108 146 495
------------ -------------- ------------
EARNINGS BEFORE INCOME TAXES 33,946 28,866 18,809
Income taxes (Note 6) 14,848 12,432 8,131
------------ -------------- ------------
NET EARNINGS $19,098 $16,434 $10,678
============ ============== ============
Basic weighted average shares outstanding (Note 1) 4,589 4,767 4,986
BASIC EARNINGS PER SHARE (Note 1) $4.16 $3.45 $2.14
Diluted weighted average shares outstanding (Note 1) 4,965 5,195 5,330
DILUTED EARNINGS PER SHARE (Note 1) $3.85 $3.16 $2.00
The accompanying notes to consolidated financial statements are an integral part
of these statements.
13
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
Years Ended December 31,
----------------------------------------
1999 1998 1997
------------ -------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 19,098 $ 16,434 $10,678
Adjustments to reconcile net earnings to
cash provided by operating activities:
(Increase) decrease in accounts receivable (1,373) 622 (1,686)
Increase in accrued compensation and employment taxes 199 2,598 2,412
Increase (decrease) in advance service fee billings to clients 16 (93) 1,458
Depreciation and amortization 2,628 2,828 2,490
(Decrease) increase in accrued income taxes payable (351) (646) 387
Increase (decrease) in other assets and liabilities, net 1,231 682 (1,101)
------------ -------------- ------------
Cash provided by operating activities 21,448 22,425 14,638
------------ -------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of businesses, net of cash acquired (2,909) - -
Purchase of office furniture, equipment,
and leasehold improvements (1,175) (1,715) (1,811)
Increase in other long-term investments (600) (611) (857)
------------ -------------- ------------
Cash used in investing activities (4,684) (2,326) (2,668)
------------ -------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid to shareholders (553) (572) (599)
(Increase) decrease in deferred financing costs, net (85) 27 (4)
Issuance of common stock 5,789 927 1,232
Repurchases of common stock (22,228) (16,677) (13,885)
Tax benefit due to employee option exercises 9,533 1,359 741
Repayments of line of credit borrowings (13,000) (15,500) (15,750)
Line of credit borrowings 11,500 10,000 17,250
------------ -------------- ------------
Cash used in financing activities (9,044) (20,436) (11,015)
------------ -------------- ------------
Net change in cash 7,720 (337) 955
------------ -------------- ------------
Cash and cash equivalents, beginning of year 618 955 -
------------ -------------- ------------
Cash and cash equivalents, end of year $ 8,338 $ 618 $ 955
============ ============== =============
The accompanying notes to consolidated financial statements are an integral part
of these statements.
14
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands)
Common Retained
Stock Earnings Total
------------ -------------- ------------
BALANCE AT DECEMBER 31, 1996 $5,032 $20,023 $25,055
Net earnings - 10,678 10,678
Stock option exercises 1,232 - 1,232
Deferred compensation 55 - 55
Tax benefit of stock options exercised 741 - 741
Dividend paid to shareholders - (599) (599)
Stock repurchased (6,697) (7,188) (13,885)
------------ -------------- ------------
BALANCE AT DECEMBER 31, 1997 363 22,914 23,277
Net earnings - 16,434 16,434
Stock option exercises 927 - 927
Deferred compensation 54 - 54
Tax benefit of stock options exercised 1,359 - 1,359
Dividend paid to shareholders - (572) (572)
Stock repurchased (2,703) (13,974) (16,677)
------------ -------------- ------------
BALANCE AT DECEMBER 31, 1998 - 24,802 24,802
Net earnings - 19,098 19,098
Stock option exercises 5,789 - 5,789
Deferred compensation 79 - 79
Tax benefit of stock options exercised 9,533 - 9,533
Dividend paid to shareholders - (553) (553)
Stock repurchased (15,401) (6,827) (22,228)
------------ -------------- ------------
BALANCE AT DECEMBER 31, 1999 $ - $36,520 $36,520
============ ============== ============
The following table provides a summary of common stock issued and outstanding:
Years Ended December 31,
--------------------------------------------
1999 1998 1997
------------ ------------- -------------
BALANCE AT JANUARY 1 4,544 4,807 5,152
Repurchases of common stock (355) (347) (448)
Stock option exercises 443 84 103
------------ ------------- -------------
BALANCE AT DECEMBER 31 4,632 4,544 4,807
============ ============= =============
The accompanying notes to consolidated financial statements are an integral part
of these statements.
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
Duff & Phelps Credit Rating Co. (the "Company") is an internationally
recognized credit rating agency that provides ratings and research on corporate,
structured and sovereign financings, as well as insurance claims paying ability.
The Company has offices in Chicago, New York, London, Hong Kong, Tokyo,
Singapore, and Buenos Aires and operates directly or through international
partners in North America, South America, Europe, Asia and Africa.
On October 31, 1994, the spin-off of the Company from its former parent
company, Phoenix Investment Partners, Ltd., formerly Duff & Phelps Corporation
("D&P"), was finalized. The Company's shares, held by D&P, were distributed
October 31, 1994, to D&P shareholders of record on October 26, 1994, as a
tax-free distribution for which a favorable tax ruling was obtained from the
Internal Revenue Service. D&P shareholders received one of the Company's shares
for every three shares held of D&P common stock, and cash payments were made in
lieu of fractional shares. The distribution resulted in the Company operating as
a freestanding entity whose common stock is publicly traded on the New York
Stock Exchange under the ticker symbol "DCR."
BASIS OF PRESENTATION
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates affect the reported amounts of assets, liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements. In addition, they affect the reported amounts of revenues and
expenses during the period. Actual results could differ from these estimates.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and include those
assets, liabilities, revenues and expenses directly attributable to the
Company's operations in the periods presented. Certain reclassifications have
been made to prior period financial statements to conform with the current
presentation.
PRINCIPLES OF CONSOLIDATION
During July 1994, the Company organized a U.S. subsidiary, Duff & Phelps
Credit Rating Co. of Europe, with an office located in London, England. In
July 1996, the Company organized a U.S. subsidiary, Duff & Phelps Credit
Rating Co. of Asia, which has offices in Hong Kong, Tokyo and Singapore. In
November 1999, the Company acquired its Argentine subsidiary, Duff & Phelps
de Argentina-Sociedad Calificadora de Riesgo, which has an office in Buenos
Aires. The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, Duff & Phelps Credit Rating Co. of
Europe, Duff & Phelps Credit Rating Co. of Asia and Duff & Phelps de
Argentina-Sociedad Calificadora de Riesgo. All significant intercompany
balances and transactions have been eliminated.
16
EARNINGS PER SHARE
Earnings per share were computed using the weighted average number of
shares of common stock and common stock equivalents outstanding for each of
the periods presented. Common stock equivalents are based on outstanding
non-qualified stock options under the Company's long-term stock incentive
plan.
Following is a reconciliation of the denominator used to calculate
basic earnings per share to the denominator used to calculate diluted
earnings per share for the years ended December 31 (in thousands):
1999 1998 1997
- ---------------------------------------------------------------------------------------------------------------
Basic weighted average shares outstanding 4,589 4,767 4,986
Stock options outstanding 1,079 1,310 1,179
Reduction in shares for treasury stock proceeds (703) (882) (835)
---- ---- ----
Diluted weighted average shares outstanding 4,965 5,195 5,330
===== ===== =====
- ---------------------------------------------------------------------------------------------------------------
REVENUE RECOGNITION
Rating revenues are typically recognized when services rendered for credit
ratings are complete, generally when billed. Revenues are dependent, in large
part, on levels of debt issuance. The Company's fee schedule depends on the type
and amount of securities rated and the complexity of securities issued. Research
revenues are billed in advance and amortized over the subscription period.
Certain monitoring fees are billed in advance and are amortized over the length
of the life of the security.
GOODWILL AND INTANGIBLE ASSETS
Goodwill and intangible assets are shown net of accumulated amortization.
Goodwill is amortized over its estimated remaining lives of approximately 28 and
40 years and intangible assets are amortized over remaining lives of four
through nine years. The Company periodically evaluates whether significant
events have occurred that may require a revision of the estimated useful life of
goodwill and intangible assets or an impairment of the recoverability of
remaining balances. The Company uses an estimate of future undiscounted cash
flows over the remaining useful life of goodwill and intangible assets to
measure recoverability. Management believes that the full amount of goodwill and
intangible assets is recoverable.
DEPRECIATION AND AMORTIZATION
Office furniture and equipment are stated at cost less accumulated
depreciation and are depreciated on a straight-line basis over the estimated
remaining lives of the assets, typically three to 10 years. Leasehold
improvements are amortized over the remaining lease terms, which are one to
nine years.
17
2 RELATED PARTIES:
NAME USE FEES PAID TO D&P
A name use fee agreement in effect between the Company and the former
parent requiring payment of $2.0 million per year is included in the Company's
financial results for the periods presented. Effective September 30, 2000, the
name use fee reduces to $10,000 per year.
SERVICE FEES PAID TO THE COMPANY
The Company provides the former parent with fixed-income research services
for an annual fee of $0.9 million. For the periods presented, the fixed-income
research fees are included in revenue. The fixed-income research agreement
expires on September 30, 2000.
3 OTHER LONG-TERM INVESTMENTS:
The Company's other long-term investments are composed of investments made
in international rating agency partnerships in Chile, Colombia, Czech Republic,
Egypt, India, Indonesia, Italy, Mexico, Pakistan, Peru, South Africa, Spain, Sri
Lanka, Turkey and Venezuela. These investments are primarily accounted for under
the cost method.
4 LINE OF CREDIT AND LONG-TERM DEBT:
The Company's debt obligation under its $40.0 million revolving credit
facility was zero at December 31, 1999. The Company's debt obligation was $1.5
million at an interest rate of 6.0 percent on December 31, 1998.
The credit agreement contains financial covenants that require the Company
to maintain certain ratios and satisfy certain financial tests, including
restrictions on the ability to incur indebtedness and limitations on the amount
of capital expenditures and common stock dividends paid by the Company. The
Company was in compliance with such covenants for all years presented.
5 LITIGATION MATTERS:
The Company and its subsidiaries are from time to time parties to various
legal actions arising in the normal course of business. Management believes that
there are no proceedings pending against the Company or any of its subsidiaries
which, if determined adversely, would have a material adverse effect on the
financial condition or results of operations of the Company.
18
6 INCOME TAXES:
Income tax expense was as follows for the years ended December 31 (in
thousands):
1999 1998 1997
- ---------------------------------------------------------------------------------------------
Current
Federal $ 12,919 $ 10,876 $ 6,761
Foreign, state and local,
net of federal benefit 2,399 2,020 1,154
--------- ---------- --------
15,318 12,896 7,915
--------- ---------- --------
Deferred
Federal (446) (440) 180
State (24) (24) 36
--------- ---------- --------
(470) (464) 216
--------- ---------- --------
Income taxes $ 14,848 $ 12,432 $ 8,131
========= ========== ========
- ---------------------------------------------------------------------------------------------
The following table presents a reconciliation from the federal statutory
rate to the effective tax rate for the years ended December 31:
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------
Federal statutory rate 35% 35% 35%
Foreign, state and local average rates,
net of federal benefit 7 7 7
Goodwill amortization & other 2 1 1
--- --- ---
Effective rate 44% 43% 43%
== == ==
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets and liabilities represent the amount of taxes
receivable or payable in future years as a result of differences between the tax
bases of assets and liabilities and amounts reported in the financial statements
as of year end.
The effects of these temporary differences comprised the net deferred tax
asset for the years ended December 31 (in thousands):
1999 1998
- ------------------------------------------------------ ----------------- ---------------
Deferred tax assets:
Long-term reserves $ 72 $ -
Allowance for doubtful accounts 211 205
Accrued compensation 162 11
Foreign tax credit carryforwards 706 386
Deferred tax liabilities:
Depreciation and amortization (401) (322)
----- - ----
Net deferred tax asset $ 750 $ 280
===== =====
- ----------------------------------------------------------------------------------------
The net deferred tax asset is included in other long-term assets.
Management has determined that a valuation allowance for total deferred tax
assets is not required.
19
At December 31, 1999 the foreign tax credit carryforwards available to
reduce possible future U.S. income tax amounted to approximately $0.7 million.
If unused, these will expire between 2001 and 2003.
Tax benefits related to the exercise of options were approximately $9.5
million, $1.4 million and $0.7 million for the years ended December 31, 1999,
1998 and 1997, respectively, and are included in stockholders' equity.
7 LEASES:
The Company leases its office space in New York, London, Singapore, Hong
Kong, Tokyo and Buenos Aires and subleases its office space in Chicago. A
substantial portion of these leases expire on December 31, 2008. The lease
agreements include escalation clauses, the effect of which cannot be determined
at this time. Lease payments for 1999, 1998 and 1997 were $2.7 million, $2.3
million and $1.8 million, respectively. Annual minimum lease payments under
operating leases for the five years subsequent to December 31, 1999, and
thereafter, are as follows (in thousands):
2000 $ 3,120
2001 3,032
2002 2,863
2003 2,871
2004 2,871
2005 and thereafter 6,244
-------
Total $21,001
=======
8 OTHER LONG-TERM LIABILITIES:
Other long-term liabilities are comprised of advanced client billings for
services to be performed beyond the current year.
9 STOCK OPTION PLAN:
The Company's 1994 Long-Term Stock Incentive Plan (the "Plan") allows for
awards of up to a maximum of 1,925,000 shares of common stock to be granted to
key employees, officers and directors.
Outstanding Options Shares Option Price Exercisable
- --------------------------------------------------------------------------------------------------------------------
Balance December 31, 1996 1,085,103 590,817
Granted 234,056 $ 31.34 - 36.875
Exercised (103,291) $ 2.06 - 22.625
Canceled (36,537) $ 9.00 - 22.625
------------------
Balance, December 31, 1997 1,179,331 763,352
Granted 236,877 $ 43.24 - 49.1875
Exercised (84,350) $ 1.85 - 22.625
Canceled (21,701) $ 14.375 - 36.875
------------------
Balance December 31, 1998 1,310,157 873,930
Granted 242,848 $ 59.875 - 79.125
Exercised (442,846) $ 1.85 - 49.1875
Canceled (31,571) $ 22.625 - 49.1875
==================
Balance December 31, 1999 1,078,588 636,627
==================
- --------------------------------------------------------------------------------------------------------------------
20
The Plan is administered by a committee of the Board of Directors. As of
December 31, 1999, options to purchase 1,078,588 common shares were granted and
outstanding under the Plan; 1,062,421 were held by the Company's employees,
officers, and directors, and 16,167 were held by former parent company
employees, officers, and directors. The options outstanding vest and become
exercisable, on average, in even annual installments over three years at a
weighted average exercise price of $39.64. Options held by participants
terminate no later than 10 years from the date of grant.
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
the Plan. Accordingly, no compensation expense has been recognized for its Plan.
Had compensation cost for the Company's Plan been determined based on the
average fair value at the grant date for option awards under the Plan consistent
with the methodology prescribed under Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation," the Company's net
income would have been reduced by approximately $0.6 million in 1999, $0.4
million in 1998 and $0.2 million in 1997. Basic earnings per share would have
been reduced by $0.14 in 1999, $0.08 in 1998 and $0.05 in 1997. Diluted earnings
per share would have been reduced by $0.13 in 1999, $0.07 in 1998 and $0.05 in
1997.
The average fair value of options granted in 1999 is estimated at $38.94
per option on the date of grant using the Black-Scholes option pricing model
with the following assumptions: dividend yield of 0.13 percent; volatility of
19.47 percent; risk-free interest rate of 6.65 percent; assumed forfeiture rate
of 5 percent per year and an expected life of 10 years.
The average fair value of options granted in 1998 is estimated at $20.94
per option on the date of grant using the Black-Scholes option pricing model
with the following assumptions: dividend yield of 0.26 percent; volatility of
20.21 percent; risk-free interest rate of 4.98 percent; assumed forfeiture rate
of 5 percent per year and an expected life of 10 years.
The average fair value of options granted in 1997 is estimated at $18.16
per option on the date of grant using the Black-Scholes option pricing model
with the following assumptions: dividend yield of 0.28 percent; volatility of
24.85 percent; risk-free interest rate of 5.62 percent; assumed forfeiture rate
of 5 percent per year and an expected life of 10 years.
21
10 QUARTERLY FINANCIAL INFORMATION (UNAUDITED):
The following is a summary of condensed quarterly financial information for
the years 1999 and 1998 (in thousands, except per share data):
First Second Third Fourth
Quarter Quarter Quarter Quarter
- ---------------------------------------------------------------------------------------------------
Revenue
1999 $ 22,194 $ 23,489 $ 21,560 $ 25,081
1998 21,771 21,512 19,108 21,604
Operating Income
1999 8,055 8,630 7,695 9,239
1998 7,649 7,398 6,255 7,120
Net Earnings
1999 4,623 4,956 4,357 5,162
1998 4,406 4,207 3,784 4,037
Basic Earnings Per Share
1999 1.01 1.09 0.94 1.12
1998 0.91 0.87 0.79 0.88
Diluted Earnings Per Share
1999 0.93 1.01 0.87 1.04
1998 0.84 0.80 0.72 0.81
- ---------------------------------------------------------------------------------------------------
11 SEGMENT INFORMATION:
The primary business of the Company is to provide credit ratings on
domestic and international corporate bonds, sovereign bonds, preferred stocks,
commercial paper, certificates of deposit, structured financings and insurance
company claims paying ability. To assess performance of the Company, executive
management regularly reviews the financial statements on a consolidated basis.
In addition, executive management reviews revenues by major service type on a
consolidated basis.
22
The following table presents, on an enterprise-wide basis, revenues by
service type and revenues and long-lived assets by geographic area.
Years Ended December 31, 1999 1998 1997
- ------------------------------------------------------------------------------------------------------
(in thousands)
REVENUES BY SERVICE TYPE
Corporate rating revenues $ 42,086 $ 38,516 $ 33,436
Structured finance rating revenues 47,000 42,151 29,940
Research and other revenues 3,238 3,328 3,578
--------- --------- ---------
Consolidated total $ 92,324 $ 83,995 $ 66,954
========= ========= =========
GEOGRAPHIC REVENUES
United States $ 76,131 $ 71,120 $ 57,048
International 16,193 12,875 9,906
--------- --------- ---------
Consolidated total $ 92,324 $ 83,995 $ 66,954
========= ========= =========
LONG-LIVED ASSETS
United States $ 29,680 $ 27,887 $ 28,749
International 4,222 3,174 2,594
--------- --------- ---------
Consolidated total $ 33,902 $ 31,061 $ 31,343
========= ========= =========
- ------------------------------------------------------------------------------------------------------
12 SUPPLEMENTAL CASH FLOW INFORMATION:
For purposes of the consolidated statements of cash flows, the Company
considers investments with maturities of three months or less to be cash
equivalents.
Net cash interest and fees paid were $0.1 million, $0.2 million and $0.5
million in 1999, 1998 and 1997, respectively.
Income taxes paid were $5.6 million, $11.7 million and $6.9 million in
1999, 1998 and 1997, respectively.
13 SUBSEQUENT EVENT:
DIVIDEND DECLARATION
On February 18, 2000, the Company declared its regular quarterly dividend
of $0.03 per share payable March 10, 2000, to shareholders of record February
29, 2000.
RECENT DEVELOPMENTS
On March 6, 2000, the Company entered into an Agreement and Plan of Merger
by and among Fimalac S.A., a French SOCIETE ANONYME ("Parent"), Fimalac, Inc., a
Delaware corporation, FSA Acquisition Corp., a Delaware corporation
("Purchaser"), which is an indirect wholly-owned subsidiary of Parent, and the
Company (the "Merger Agreement"). Pursuant to the Merger Agreement, on March 15,
2000, Purchaser commenced a tender offer to purchase all of the outstanding
shares of common stock of the Company at a purchase price of $100.00 per share,
net to the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 15, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal (which together with the
Offer to Purchase and any amendments or supplements thereto constitute the
"Offer"). The
23
Offer is disclosed in the Tender Offer Statement on Schedule TO, dated March 15,
2000, as filed by Parent and Purchaser with the Securities and Exchange
Commission.
Pursuant to the Merger Agreement, following the consummation of the Offer,
upon the satisfaction or waiver of certain conditions, and in accordance with
the Illinois Business Corporation Act of 1983, as amended, and the Delaware
General Corporation Law, either (1) Purchaser will be merged with and into the
Company with the Company surviving the Merger or (2) the Company will be merged
with and into Purchaser (in either case, the "Merger") with Purchaser surviving
the Merger. In the Merger, the holders of shares of common stock of the Company
as of the Effective Time (as defined in the Merger Agreement) of the Merger
(other than Purchaser) will receive an amount in cash equal to the Offer Price.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not properly withdrawn prior to the expiration date of the Offer
that number of shares of common stock of the Company which represents not less
than 51 percent of the total issued and outstanding shares of common stock on a
fully diluted basis (excluding any shares held by the Company or any of its
subsidiaries) and (ii) the expiration or termination of any and all waiting
periods applicable to the transactions contemplated by the Merger Agreement
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Offer is also subject to certain other terms and conditions.
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF DUFF & PHELPS CREDIT RATING CO.:
We have audited the accompanying consolidated balance sheets of DUFF &
PHELPS CREDIT RATING CO. (an Illinois corporation) and subsidiaries as of
December 31, 1999 and 1998, and the related consolidated statements of income,
changes in stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. 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 financial position of Duff & Phelps Credit Rating
Co. and subsidiaries as of December 31, 1999, and 1998, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 31, 2000 (except with respect to the matters discussed in
Note 13, as to which the dates are February 18, 2000,
March 6, 2000 and March 15, 2000)
25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
SERVED AS
NAME AGE POSITION DIRECTOR SINCE
- ---- --- -------- --------------
Paul J. McCarthy(1) 61 Chairman of the Board, Chief Executive Officer, 1991
Chief Financial Officer and Director
Philip T. Maffei(1) 56 President, Chief Operating Officer and Director 1991
Milton L. Meigs(2)(3) 67 Director 1991
Jonathan Ingham(2)(3) 58 Director 1994
Robert N. Westerlund(2)(3) 68 Director 1999
Ernest T. Elsner 59 Executive Vice President and General Counsel
Peter J. Stahl 50 Executive Vice President
Paul G. Taylor 37 Executive Vice President
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
The directors of the Company are elected to hold office until the next
annual meeting of shareholders and until their successors are duly elected and
qualified. The executive officers of the Company are elected annually and serve
at the discretion of the Board of Directors of the Company.
Mr. McCarthy has been Chairman of the Board of the Company since December
1995 and Chief Executive Officer of the Company since February 1991. He has also
been Chief Financial Officer of the Company since November 1994. Mr. McCarthy
was President of the Company from February 1991 to December 1995.
Mr. Maffei has been President of the Company since December 1995 and Chief
Operating Officer of the Company since October 1994. From February 1991 to
December 1995, Mr. Maffei was an Executive Vice President of the Company.
Mr. Meigs is presently retired. Mr. Meigs was an Executive Vice President
of the Company from February 1991 to December 31, 1994.
26
Mr. Ingham has been President and Chief Executive Officer of Ingham
Industries Inc. (DBA Auth Chimes), a manufacturer of door chimes, since August
1989.
Mr. Westerlund is presently retired. Mr. Westerlund was a partner of Fowler
Rosenau & Geary LLC, a New York Stock Exchange Specialist, from 1990 to 1997 and
a partner of Ziebarth Geary Co. from 1969 to 1990, when it was merged with
Fowler Rosenau & Geary LLC.
Mr. Elsner has been General Counsel of the Company since July 1995 and an
Executive Vice President of the Company since February 1991.
Mr. Stahl has been an Executive Vice President of the Company since July
1994. From January 1992 to July 1994, Mr. Stahl was a Senior Vice President of
the Company.
Mr. Taylor has been an Executive Vice President of the Company since
January 1999. Mr. Taylor was a Senior Vice President, Managing Director of the
Company from July 1994 to January 1999.
27
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth certain information regarding the
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and each of the other four people serving as executive
officers of the Company at December 31, 1999 for services rendered in all
capacities during each of the Company's fiscal years ended December 31, 1999,
1998 and 1997:
LONG TERM
COMPENSATION
AWARDS
NAME AND SECURITIES
PRINCIPAL ANNUAL COMPENSATION UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS(1) OPTIONS(#)(2) COMPENSATION(3)
-------- ---- ------ -------- ------------- ---------------
Paul J. McCarthy, 1999 $400,000 $982,210 10,000 $10,668
Chairman of the Board
and Chief Executive 1998 390,000 981,334 12,000 9,875
Officer
1997 380,000 890,521 12,000 9,251
Philip T. Maffei, 1999 285,000 857,210 9,000 7,800
President and Chief
Operating Officer 1998 273,000 856,334 10,000 7,458
1997 260,000 750,521 10,000 7,103
Ernest T. Elsner, 1999 216,000 342,903 6,000 8,825
Executive Vice President
1998 208,000 360,031 6,600 8,386
1997 198,000 330,434 6,600 7,957
Peter J. Stahl, 1999 208,000 206,873 6,000 6,482
Executive Vice President
1998 200,000 281,334 6,600 6,299
1997 190,000 354,100 6,600 6,066
Paul G. Taylor, 1999 228,150 407,870 6,000 290
Executive Vice
President(4)
28
(1) The Company maintains an Incentive Compensation Plan pursuant to which cash
bonuses are awarded annually to officers and other key employees of the
Company based on operating income (before depreciation, amortization,
incentive compensation and name use fees) and a performance assessment of
the participant. The Company also maintains an Executive Management
Incentive Compensation Plan pursuant to which cash bonuses are awarded
annually to the executive officers of the Company based on operating income
(before depreciation, amortization, incentive compensation and name use
fees) of the Company.
(2) Number of shares of Common Stock subject to options granted during 1999,
1998 and 1997 under the Company's 1994 Long-Term Stock Incentive Plan.
(3) Consists of matching contributions made by the Company pursuant to the
Company's Savings Plan and life insurance premiums paid by the Company on
behalf of each executive officer. For 1999, life insurance premiums in the
following amounts were paid by the Company: Mr. McCarthy, $5,868; Mr.
Maffei, $3,000; Mr. Elsner, $4,025; Mr. Stahl, $1,682; and Mr. Taylor,
$290.
(4) Mr. Taylor became an executive officer of the Company in January 1999.
29
EMPLOYEE STOCK OPTIONS
OPTION GRANTS. The following table sets forth certain information regarding
options to purchase shares of Common Stock granted as incentive compensation to
the executive officers of the Company named in the Executive Compensation Table
during the Company's 1999 fiscal year:
INDIVIDUAL GRANTS
-----------------
% of Total
Number of Options
Securities Granted
Underlying to Employees Exercise Grant Date
Options Granted in Price Present
NAME (#)(1) Fiscal Year ($Sh)(2) Expiration Date Value ($)(3)
- ---- ------------------ --------------- ------------- ------------------ ------------------
Paul J. McCarthy 10,000 4.3% $78.75 November 11, 2009 $390,596
Philip T. Maffei 9,000 3.9 78.75 November 11, 2009 351,545
Ernest T. Elsner 6,000 2.6 78.75 November 11, 2009 234,379
Peter J. Stahl 6,000 2.6 78.75 November 11, 2009 234,379
Paul G. Taylor 6,000 2.6 78.75 November 11, 2009 234,379
(1) All options were granted on November 11, 1999 under the Company's 1994
Long-Term Stock Incentive Plan. All options are non-qualified stock
options. Beginning November 11, 2000, annually, upon the anniversary of the
date of grant of the options, one-third of the options granted become
vested and exercisable, until the third anniversary of the date of grant,
whereupon all of the options granted are vested and exercisable.
(2) The option exercise price is equal to the fair market value per share of
Common Stock on the date of grant.
(3) Calculated pursuant to the Black-Scholes option pricing model. Assumes
expected volatility of 19.47%, risk-free rate of return of 6.7%, dividend
yield of .13%, time of exercise of 10 years and no risk of forfeiture.
OPTION EXERCISES. The following table sets forth certain information
regarding options to purchase shares of Common Stock exercised during the
Company's 1999 fiscal year and the number and value of unexercised options to
purchase shares of Common Stock held at the end of the Company's 1999 fiscal
year by the executive officers of the Company named in the Executive
Compensation Table:
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal at Fiscal
Year End (#) Year End ($)(2)
Number of ------------ ---------------
Shares Acquired on Exercisable/ Exercisable/
NAME Exercise (#) Value Realized ($)(1) Unexercisable Unexercisable
- ---- ------------ ------------------ ------------- -------------
Paul J. McCarthy 85,603 $5,628,354 48,000/22,000 $3,111,250/628,125
Philip T. Maffei 76,167 3,881,201 15,000/19,000 811,146/530,229
Ernest T. Elsner 9,315 526,117 63,350/12,600 4,632,478/350,563
Peter J. Stahl 37,183 1,709,138 26,600/12,600 1,725,275/350,563
Paul G. Taylor 0 0 34,600/12,600 2,451,525/350,563
30
(1) Value realized is equal to the difference between the fair market value per
share of Common Stock on the date of exercise and the option exercise price
per share multiplied by the number of shares acquired upon exercise of an
option.
(2) Value of unexercised in-the-money options is equal to the difference
between the fair market value per share of Common Stock at December 31,
1999 and the option exercise price per share multiplied by the number of
shares subject to options.
SEVERANCE PROTECTION AGREEMENTS
The Company entered into Severance Protection Agreements with each of the
executive officers of the Company in 1994 (1999 in the case of Mr. Taylor)
providing them with severance compensation equal to 2.9 times their annual
salary and bonus in the event their employment is terminated for specified
reasons within 36 months following a change in control of the Company or in the
event the executive officer terminates his employment for any reason during the
60-day period commencing on the first anniversary of a change in control of the
Company. The specified reasons for termination which will result in the
obligation to pay severance compensation include (a) any termination of the
executive officer's employment without Cause (as defined in the Severance
Protection Agreement); (b) a change in the executive officer's status, title,
position or responsibilities which represents an adverse change from his status,
title, position or responsibilities as in effect at any time within 90 days
preceding the date of a change in control or at any time thereafter; the
assignment to the executive officer of any duties or responsibilities which are
inconsistent with his status, title, position or responsibilities as in effect
at any time within 90 days preceding the date of a change in control or at any
time thereafter; or any removal of the executive officer from or failure to
reappoint or reelect him to any of such offices or positions; (c) a reduction in
the executive officer's base salary or any failure to pay the executive officer
any compensation or benefits to which he is entitled within 5 days of the date
due; (d) requiring the executive officer to be based at any place outside a
30-mile radius from the city in which he is employed; (e) the failure by the
Company to (A) continue in effect any material compensation or employee benefit
plan in which the executive officer was participating at any time within 90 days
preceding the date of a change in control or at any time thereafter or (B)
provide the executive officer with compensation and benefits, in the aggregate,
at least equal to those provided for under each other employee benefit plan,
program and practice in which the executive officer was participating at any
time within 90 days preceding the date of a change in control or at any time
thereafter; (f) the insolvency or the filing of a petition for bankruptcy of the
Company, which petition is not dismissed within 60 days; (g) any material breach
by the Company of any provision of the Severance Protection Agreement; (h) any
purported termination of the executive officer's employment for cause which does
not comply with the terms of the Severance Protection Agreement; and (i) the
failure of the Company to obtain an agreement, satisfactory to the executive
officer, from any successors and assigns to assume and agree to perform the
Severance Protection Agreement.
Under the Severance Protection Agreements, a "change in control" includes
(a) an acquisition of any voting securities of the Company by any person
immediately after which such person has beneficial ownership of 20% or more of
the combined voting power of the Company's then outstanding voting securities;
(b) the cessation for any reason of the individuals who are presently members of
the Board (the "Incumbent Board") to constitute at least two-thirds of the
Board; provided, however, that if the election, or nomination for election, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall be considered a member of the Incumbent Board;
and (c) approval by shareholders of the Company of (1) a merger, consolidation
or reorganization involving the Company, unless (i) the shareholders of the
Company, immediately before such merger, consolidation or reorganization, own,
directly or indirectly immediately following such merger, consolidation or
reorganization, at least 85% of the combined voting power of the outstanding
31
voting securities of the corporation resulting from such merger or consolidation
or reorganization (the "Surviving Corporation") in substantially the same
proportion as their ownership of the voting securities immediately before such
merger, consolidation or reorganization; (ii) the individuals who were members
of the Incumbent Board immediately prior to the execution of the agreement
providing for such merger, consolidation or reorganization constitute at least
two-thirds of the members of the Board of Directors of the Surviving
Corporation; and (iii) no person has beneficial ownership of 15% or more of the
combined voting power of the Surviving Corporation's then outstanding voting
securities; (2) a complete liquidation or dissolution of the Company; or (3) an
agreement for the sale or other disposition of all or substantially all of the
assets of the Company to any person.
DIRECTORS' COMPENSATION
Directors who are employees of the Company do not receive any compensation
for serving as directors of the Company. Other directors receive an annual
retainer of $25,000 and an additional $2,000 payable to any such director who
serves as a chairman of a committee of the Board of Directors, plus an
attendance fee for each such director of $1,000 per regular meeting and $500 per
committee meeting. Under the Company's 1994 Long-Term Stock Incentive Plan,
non-employee directors ("Outside Directors") are automatically granted on the
date of their initial election an option to purchase 5,000 shares of the
Company's Common Stock at an exercise price per share equal to the fair market
value per share of Common Stock on the date of grant. Such options become
exercisable one year after the date of grant and expire ten years after the date
of grant. Outside Directors may also elect to receive options to purchase shares
of Common Stock in lieu of being paid their annual retainer. On May 11, 1999,
Mr. Westerlund was granted an option to purchase 5,000 shares of Common Stock of
the Company at an exercise price equal to $59.875 per share in connection with
his election as a director of the Company. Such option becomes exercisable on
May 11, 2000 and expires on May 11, 2009. On November 11, 1999, Messrs. Ingham,
Meigs and Westerlund were each granted an option to purchase 2,116 shares of the
Company's Common Stock at an exercise price equal to $66.9375 per share in lieu
of being paid their annual retainer for 1999. Such options become exercisable on
the date of the 2000 annual meeting of shareholders and expire on November 11,
2009. Additionally, all Outside Directors are reimbursed for expenses incurred
in attending board meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors maintains a Compensation Committee, which is
presently composed of Messrs. Ingham (Chairman), Meigs and Westerlund. Mr. Meigs
was an Executive Vice President of the Company until December 31, 1994. None of
the other members of the Compensation Committee is presently or was formerly an
officer or employee of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table shows with respect to each person who is known to be
the beneficial owner of more than 5% of the Common Stock of the Company: (i) the
total number of shares of Common Stock beneficially owned as of March 3, 2000;
and (ii) the percent of the Common Stock so owned as of that date:
32
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner Ownership(1) Common Stock
- ---------------- ------------ ------------
Bear Stearns & Co. Inc. 455,050(2) 9.8%
115 South Jefferson Road
Whippany, New Jersey 07981
Mellon Bank Corporation 303,980(3) 6.6
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
The following table shows with respect to each director of the Company, the
executive officers of the Company named in the Executive Compensation Table, and
all directors and executive officers as a group, 8 in number: (i) the total
number of shares of Common Stock beneficially owned as of March 3, 2000; and
(ii) the percent of the Common Stock so owned as of that date:
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership(1) Common Stock
- ------------------------ ------------ ------------
Paul J. McCarthy(4) 114,667 2.4%
Philip T. Maffei(4) 16,098 *
Milton L. Meigs (4)(5) 62,217 1.3
Jonathan Ingham(4) 24,872 *
Robert N. Westerlund(4) 7,616 *
Ernest T. Elsner(4) 79,495 1.7
Peter J. Stahl(4) 59,133 1.3
Paul G. Taylor(4) 34,600 *
All directors and executive officers as a group (8 persons)(4) 398,698 8.1%
- --------------------
* Less than one percent.
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule 13d-3(d),
shares not outstanding which are subject to options, warrants, rights or
conversion privileges exercisable within 60 days are deemed outstanding for
the purpose of calculating the number and percentage owned by such person,
but are not deemed outstanding for the purpose of calculating the
percentage owned by each other person listed.
(2) Number of shares reported in the most recent Form 13F filed by Bear Stearns
& Co. Inc. with the Securities and Exchange Commission.
33
(3) Number of shares reported in the most recent Schedule 13G filed by Mellon
Bank Corporation ("Mellon") with the Securities and Exchange Commission.
Includes 301,080 shares as to which Mellon has sole voting power and
303,980 shares as to which Mellon has sole dispositive power.
(4) Includes shares of Common Stock which could be acquired through the
exercise of stock options as follows: Mr. McCarthy, 48,000 shares; Mr.
Maffei, 15,000 shares; Mr. Meigs, 34,192 shares; Mr. Ingham, 24,872 shares;
Mr. Westerlund, 7,116 shares; Mr. Elsner, 63,350 shares; Mr. Stahl, 26,600
shares; Mr. Taylor, 34,600 shares; and all directors and executive officers
as a group, 253,730 shares.
(5) Includes 80 shares owned by Mr. Meigs' wife. Mr. Meigs disclaims beneficial
ownership of such shares.
CHANGE IN CONTROL
On March 6, 2000, the Company entered into an Agreement and Plan of Merger
by and among Fimilac S.A., a French SOCIETE ANONYME ("Parent"), Fimalac, Inc., a
Delaware corporation, FSA Acquisition Corp., a Delaware corporation
("Purchaser"), which is an indirect wholly-owned subsidiary of Parent, and the
Company (the "Merger Agreement"). Pursuant to the Merger Agreement, on March 15,
2000, Purchaser commenced a tender offer to purchase all of the outstanding
shares of common stock of the Company at a purchase price of $100.00 per share,
net to the seller in cash (the "Offer Price"), upon the terms and subject to the
conditions set forth in the Offer to Purchase dated March 15, 2000 (the "Offer
to Purchase") and the related Letter of Transmittal (which together with the
Offer to Purchase and any amendments or supplements thereto constitute the
"Offer"). The Offer is disclosed in the Tender Offer Statement on Schedule TO,
dated March 15, 2000, as filed by Parent and Purchaser with the Securities and
Exchange Commission.
Pursuant to the Merger Agreement, following the consummation of the Offer,
upon the satisfaction or waiver of certain conditions, and in accordance with
the Illinois Business Corporation Act of 1983, as amended, and the Delaware
General Corporation Law, either (1) Purchaser will be merged with and into the
Company with the Company surviving the Merger or (2) the Company will be merged
with and into Purchaser (in either case, the "Merger") with Purchaser surviving
the Merger. In the Merger, the holders of shares of common stock of the Company
as of the Effective Time (as defined in the Merger Agreement) of the Merger
(other than Purchaser) will receive an amount in cash equal to the Offer Price.
The Offer is conditioned upon, among other things, (i) there being validly
tendered and not properly withdrawn prior to the expiration date of the Offer
that number of shares of common stock of the Company which represents not less
than 51 percent of the total issued and outstanding shares of common stock on a
fully diluted basis (excluding any shares held by the Company or any of its
subsidiaries) and (ii) the expiration or termination of any and all waiting
periods applicable to the transactions contemplated by the Merger Agreement
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The
Offer is also subject to certain other terms and conditions.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. FINANCIAL STATEMENTS
(a) Duff & Phelps Credit Rating Co. Financial Statements
The Consolidated Financial Statements of the Company, together with the
report thereon of Arthur Andersen LLP, consisting of:
Consolidated Balance Sheets - December 31, 1999 and 1998
Consolidated Statements of Income - For the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows - For the Years Ended
December 31, 1999, 1998 and 1997
Consolidated Statements of Changes in Stockholders' Equity -
For the Years Ended December 31, 1999, 1998 and 1997
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
All schedules have been omitted either as inapplicable or because the
required information is included in the financial statements or notes thereto.
35
3. EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of March 6, 2000, among
Fimalac S.A., Fimalac, Inc., FSA Acquisition Corp. and Duff & Phelps
Credit Rating Co., incorporated by reference to Exhibit (d)(1) to the
Tender Offer Statement on Schedule TO of Fimalac S.A. and FSA
Acquisition Corp., dated March 15, 2000.
3.1 Amended and Restated Articles of Incorporation of Duff & Phelps
Credit Rating Co. (1)
3.2 Bylaws of Duff & Phelps Credit Rating Co. (3)
4 Form of Common Stock Certificate. (1)
10.1 Duff & Phelps Credit Rating Co. 1994 Long-Term Stock Incentive Plan.
(1) (4)
10.2 Tax Sharing and Indemnification Agreement. (2)
10.3 Distribution and Indemnity Agreement. (2)
10.4 Services Agreement. (2)
10.41 Amendment to Services Agreement. (3)
10.5 Name Use Agreement. (2)
10.6 Sublease Agreement relating to Chicago, Illinois office space. (2)
10.7 Lease Assignment Agreement relating to New York, New York office
space. (2)
10.8 Form of Severance Protection Agreement between the Registrant and its
executive officers. (1) (4)
10.9 Duff & Phelps Credit Rating Co. Incentive Compensation Plan. (4)
10.10 Amended and Restated Credit Agreement among Duff & Phelps Credit
Rating Co., various financial institutions and Bank of America,
National Association.
21 Subsidiaries of Duff & Phelps Credit Rating Co.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
- -------------------
(1) Incorporated herein by reference to the corresponding exhibit to the
Registrant's registration statement on Form 10, as amended.
(2) Incorporated herein by reference to the corresponding exhibit to the
Registrant's Annual Report on Form 10-K for 1994.
(3) Incorporated herein by reference to the corresponding exhibit to the
Registrant's Annual Report on Form 10-K for 1995.
(4) Denotes management contract or compensatory plan or arrangement required to
be filed as an exhibit to this report pursuant to Item 601 of Regulation
S-K.
(b) Reports on Form 8-K.
None.
36
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on the 16th day of
March, 2000.
DUFF & PHELPS CREDIT RATING CO.
By /s/ Paul J. McCarthy
----------------------------------
Paul J. McCarthy
Chairman of the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 16th day of March, 2000 by the following
persons on behalf of the Registrant in the capacities indicated.
SIGNATURE TITLE
/S/ PAUL J. MCCARTHY Chairman of the Board, Chief Executive Officer, Chief
- -------------------- Financial Officer and Director (Principal Executive
Paul J. McCarthy and Financial Officer)
/S/ MARIE C. BECKER Group Vice President, Accounting & Finance (Principal
- ------------------- Accounting Officer)
Marie C. Becker
/S/ PHILIP T. MAFFEI President, Chief Operating Officer and Director
- --------------------
Philip T. Maffei
/S/ MILTON L. MEIGS Director
- -------------------
Milton L. Meigs
/S/ JONATHAN INGHAM Director
- -------------------
Jonathan Ingham
/S/ ROBERT N. WESTERLUND Director
- ------------------------
Robert N. Westerlund
INDEX TO EXHIBITS
Exhibit
NO. DESCRIPTION
2.1 Agreement and Plan of Merger, dated as of March 6, 2000, among
Fimalac S.A., Fimalac, Inc., FSA Acquisition Corp. and Duff &
Phelps Credit Rating Co., incorporated by reference to Exhibit
(d)(1) to the Tender Offer Statement on Schedule TO of Fimalac S.A.
and FSA Acquisition Corp., dated March 15, 2000.
3.1 Amended and Restated Articles of Incorporation of Duff & Phelps
Credit Rating Co. (1)
3.2 Bylaws of Duff & Phelps Credit Rating Co. (3)
4 Form of Common Stock Certificate. (1)
10.1 Duff & Phelps Credit Rating Co. 1994 Long-Term Stock Incentive
Plan. (1) (4)
10.2 Tax Sharing and Indemnification Agreement. (2)
10.3 Distribution and Indemnity Agreement. (2)
10.4 Services Agreement. (2)
10.41 Amendment to Services Agreement. (3)
10.5 Name Use Agreement. (2)
10.6 Sublease Agreement relating to Chicago, Illinois office space. (2)
10.7 Lease Assignment Agreement relating to New York, New York office
space. (2)
10.8 Form of Severance Protection Agreement between the Registrant and
its executive officers. (1)(4)
10.9 Duff & Phelps Credit Rating Co. Incentive Compensation Plan. (4)
10.10 Amended and Restated Credit Agreement among Duff & Phelps Credit
Rating Co., various financial institutions and Bank of America,
National Association.
21 Subsidiaries of Duff & Phelps Credit Rating Co.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
- --------------------
(1) Incorporated herein by reference to the corresponding exhibit to the
Registrant's registration statement on Form 10, as amended.
(2) Incorporated herein by reference to the corresponding exhibit to the
Registrant's Annual Report on Form 10-K for 1994.
(3) Incorporated herein by reference to the corresponding exhibit to the
Registrant's Annual Report on Form 10-K for 1995.
(4) Denotes management contract or compensatory plan or arrangement required to
be filed as an exhibit to this report pursuant to Item 601 of Regulation
S-K