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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): June 30, 1998
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7155 13-2740040
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE DIAMOND HILL ROAD
MURRAY HILL, NEW JERSEY 07974
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 665-5000
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ITEM 5. Other Events
On December 17, 1997, the Board of Directors of the Registrant approved
in principle a plan to distribute to the holders of common stock of the
Registrant (the "Distribution") all of the common stock of the Registrant's
subsidiary, The New Dun & Bradstreet Corporation ("New D&B"). On June 3, 1998,
the Registrant's Board of Directors formally approved the Distribution and
declared a dividend payable to each holder of record of the Registrant's common
stock at the close of business on June 17, 1998 (the "Record Date") of one share
of New D&B common stock for each share of the Registrant's common stock held by
such holder at the close of business on the Record Date. Prior to the
Distribution, the Registrant will have contributed to New D&B all or
substantially all of the businesses which will comprise the New D&B business,
which accounted for approximately 84% of the Registrant's revenues and 75% of
the Registrant's operating income in 1997. Certificates representing shares of
New D&B common stock will be mailed to stockholders of the Registrant on or
about June 30, 1998. The Registrant has received a ruling from the Internal
Revenue Service to the effect that the Distribution will be tax-free to the
Registrant and its stockholders.
As a result of the Distribution, the Registrant will be separated into
two independent publicly traded companies: (i) The New Dun & Bradstreet
Corporation, a leading global information company, and (ii) R.H. Donnelley
Corporation, a leading provider of yellow pages and directory publishing
services.
New D&B is a newly created Delaware corporation, the businesses of
which will consist of two leading global information companies -- Dun &
Bradstreet, Inc., the leading provider of commercial credit, business marketing
and purchasing information and receivables management services; and Moody's
Investors Service, Inc., a leading provider of credit ratings and analysis
covering debt instruments and other obligations issued in global capital markets
and a provider of business and financial information for investment research and
reference uses. In connection with the Distribution, New D&B will change its
name to "The Dun & Bradstreet Corporation". Shares of New D&B Common Stock have
been accepted for listing on the New York Stock Exchange, Inc. (the "NYSE")
under the symbol "DNB".
R.H. Donnelley Inc., a subsidiary of the Registrant, provides sales,
marketing and publishing services for yellow pages and other directory products
and is the largest independent marketer of yellow pages advertising in the
United States. As a result of the Distribution, the R.H. Donnelley business will
remain with the Registrant, and at the time of the Distribution, the Registrant
will change its name to "R.H. Donnelley Corporation". The Registrant's common
stock will continue to trade on the NYSE after the Distribution, but the symbol
under which it trades will change from "DNB" to "RHD".
After the Distribution, the Registrant will not have any ownership
interest in New D&B, and New D&B will be an independent public company. In
addition, after the Distribution, New D&B will not have any ownership interest
in the Registrant.
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New D&B and the Registrant will enter into certain agreements governing
the relationship between New D&B and the Registrant subsequent to the
Distribution and providing for the allocation of tax, employee benefits and
certain other assets and liabilities and obligations arising from periods prior
to the Distribution, including contingent liabilities relating to certain
litigation. Forms of such agreements are filed as Exhibits 99.2 to 99.9 to this
Form 8-K and are incorporated herein by reference.
In connection with the Distribution, R.H. Donnelley Inc. has borrowed
approximately $350 million under a new bank credit facility and issued $150
million of senior subordinated notes, all of which is guaranteed by the
Registrant. A portion of the proceeds of this indebtedness will be used to repay
existing indebtedness of the Registrant prior to the Distribution. This $500
million of debt will be an obligation of the Registrant after the Distribution.
New D&B will retain the obligation for approximately $300 million of existing
minority interest financing.
Attached hereto as Exhibit 99.1 is the Information Statement dated as
of June 22, 1998 (the "Information Statement") which the Registrant has sent to
each of the record holders of its common stock as of the close of business on
the Record Date. The Information Statement contains additional information
regarding the Distribution and the Registrant. All of the information included
in the following sections of the Information Statement is incorporated herein by
reference:
Questions and Answers About the Distribution
Information Statement Summary
Forward-Looking Statements
Risk Factors--Risks Relating to The New Dun & Bradstreet
Corporation and R.H. Donnelley Corporation and --Risks Relating to
R.H. Donnelley
The Distribution
Relationship Between The New Dun & Bradstreet Corporation and R.H.
Donnelley Corporation After the Distribution
Dividend Policies
R.H. Donnelley Capitalization
R.H. Donnelley Selected Financial Data
R.H. Donnelley Management's Discussion and Analysis of Financial
Condition and Results of Operations
R.H. Donnelley Business
R.H. Donnelley Management and Executive Compensation
R.H. Donnelley Security Ownership By Certain Beneficial Owners and
Management
Financial Statements--R.H. Donnelley Inc. and --DonTech (pages F-39
to F-71 inclusive)
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ITEM 7. Financial Statements; Pro Forma Financial Statements and Exhibits
(b) Pro Forma Financial Information
The infomation included in the section of the Information Statement
entitled "R.H. Donnelley Pro Forma Condensed Financial Statements" is
incorporated herein by reference. Readers should note that notwithstanding the
legal form of the Distribution described above, whereby the Registrant will
"spin-off" New D&B, because of the relative significance of the New D&B business
to the Registrant, New D&B will be treated as the "accounting successor" to the
Registrant for financial reporting purposes. The pro forma financial statements
incorporated by reference herein relate to the ongoing operations of the
Registrant after the Distribution.
(c) Exhibits
Exhibit No. Description
23 Consent of Independent Accountants
27 Financial Data Schedule
99.1 Information Statement dated as of June 22, 1998
99.2 Form of Distribution Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.3 Form of Tax Allocation Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.4 Form of Employee Benefits Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.5 Form of Intellectual Property Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
99.6 Form of Shared Transaction Services Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
99.7 Form of Data Services Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.8 Form of Transition Services Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
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99.9 Form of Amended and Restated Transition Services Agreement among
The Dun & Bradstreet Corporation, The New Dun & Bradstreet
Corporation, Cognizant Corporation, IMS Health Incorporated,
ACNielsen Corporation and Gartner Group, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE DUN & BRADSTREET CORPORATION
By: /s/ Nancy L. Henry
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Title: Senior Vice President
and Chief Legal Counsel
Date: June 30, 1998
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EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Accountants
27 Financial Data Schedule
99.1 Information Statement dated as of June 22, 1998
99.2 Form of Distribution Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.3 Form of Tax Allocation Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.4 Form of Employee Benefits Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.5 Form of Intellectual Property Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
99.6 Form of Shared Transaction Services Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
99.7 Form of Data Services Agreement between The Dun & Bradstreet
Corporation and The New Dun & Bradstreet Corporation
99.8 Form of Transition Services Agreement between The Dun &
Bradstreet Corporation and The New Dun & Bradstreet Corporation
99.9 Form of Amended and Restated Transition Services Agreement among
The Dun & Bradstreet Corporation, The New Dun & Bradstreet
Corporation, Cognizant Corporation, IMS Health Incorporated,
ACNielsen Corporation and Gartner Group, Inc.