-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ua9lDOdwhzZH4cOM8Zk+yBZxkXz6hB9sogXamGEZa/tieTMYyavvh3TI98oRASM2 KmJTKsd8OnJpAz8kvPraJg== 0000030419-98-000011.txt : 19980630 0000030419-98-000011.hdr.sgml : 19980630 ACCESSION NUMBER: 0000030419-98-000011 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-07155 FILM NUMBER: 98655624 BUSINESS ADDRESS: STREET 1: ONE DIAMOND HILL ROAD CITY: MURRAY HILL STATE: NJ ZIP: 07974 BUSINESS PHONE: 2032224200 MAIL ADDRESS: STREET 1: 1 DIAMOND HILL RD CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 10-K/A 1 1997 10-K AMENDENDMENT NO. 1 ================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 10-K/A AMENDMENT NO. 1 (Mark One) X __________ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Required] For the fiscal year ended December 31, 1997 OR __________ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] For the Transition Period From __________ to __________. Commission file number 1-7155. The Dun & Bradstreet Corporation (Exact name of registrant as specified in its charter) Delaware 13-2740040 (State of incorporation) (I.R.S. Employer Identification No.) 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. The undersigned registrant hereby amends its Annual Report on Form 10-K, for the year ended December 31, 1997 by amending the Index to Exhibits to add new exhibits 99a and 99b as described below and by filing such new exhibits: Exhibit 99a - Form 11-K Annual Report for the fiscal year ended December 31, 1997 of the Profit Participation Plan of The Dun & Bradstreet Corporation. Exhibit 99b - Form 11-K Annual Report for the fiscal year ended December 31, 1997 of the DonTech Profit Participation Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. THE DUN & BRADSTREET CORPORATION (Registrant) By: __________________________________ Chester J. Geveda Jr. Vice President and Controller Date: June 22, 1998 INDEX TO EXHIBITS Regulation S-K Exhibit to Exhibit Number this Report (3) Articles of Incorporation and By-laws. (a) Restated Certificate of Incorporation of The Dun & Bradstreet Corporation dated June 15, 1988 (incorporated herein by reference to Exhibit 4(a) to Registrant's Registration No. 33-25774 on Form S-8 filed November 25, 1988). (b) By-laws of Registrant dated December 15, 1993 (incorporated herein by reference to Exhibit E to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, file number 1-7155, filed March 25, 1994). (4) Instruments Defining the Rights of Security Holders, Including Indentures. (a) Credit agreement, dated as of August 30, 1996, among The Dun & Bradstreet Corporation , The borrowing Subsidiaries Party Hereto, The Lenders Party Hereto, The Chase Manhattan Bank, Citibank, N.A. and Morgan Guaranty Trust Company of New York, $1,000,000,000 Revolving Credit and Competitive Advance Facility (incorporated herein by reference to Exhibit 4(a) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1997, file number 1-7155, filed March 27, 1998. Another Instrument with respect to an issue of long term debt has not been filed as an exhibit to this Annual Report on Form 10-K, as the authorized principal amount of such issue does not exceed 10% of total assets of registrants and subsidiaries on a consolidated basis. The Dun & Bradstreet Corporation agrees to furnish a copy of such instruments to the Commission upon request. *(b) Notice dated April 10, 1997 of election by the Dun & Bradstreet Corporation to reduce commitments under $1,000,000,000 Revolving Credit and Competitive Advance Facility to $750,000,000 (10) Material Contracts. *(a) Nonfunded Deferred Compensation Plan for Non-Employee Directors of Registrants as amended July 16, 1997. *(b) Pension Benefit Equalization Plan, as amended July, 16, 1997. *(c) Profit Participation Benefit Equalization Plan, as amended and restated effective July 16, 1997. *(d) 1982 Key Employees Stock Option Plan for Registrants and Subsidiaries, as amended July 16, 1997. *(e) 1991 Key Employees Stock Option Plan for Registrant and Subsidiaries, as amended July 16,1997. (f) Form of Limited Stock Appreciation Rights Agreement Relating to Incentive Stock Options (incorporated herein by reference to Exhibit 28(f) to Registrants. Registration No. 33-44551 on Form S-8 filed December 18, 1991). (g) Form of Limited Stock Appreciation Rights Relating to Non Qualified Stock Options (incorporated herein by reference to Exhibits 28(g) to Registrant's Registration No. 33-44551 on Form S-8, filed December 18, 1991). *(h) Form of Limited Stock Appreciation Rights Agreement Relating to Stock Options, effective for grants made on and after November 15,1996. *(i) Key Employees Performance Unit Plan Registrant and Subsidiaries, as amended December 17, 1997. (j) Corporate Management Incentive Plan, as amended February 19, 1997 (incorporated herein by reference to Exhibit A to registrant's Proxy Statement dated March 27, 1997, file number 1-7155). *(k) 1989 Key Employees Restricted Stock Plan for Registrant and Subsidiaries, as amended July 16, 1997. Regulation S-K Exhibit to Exhibit Number this Report *(l) Forms of Change-in-Control Severance Agreement, as amended July 16, 1997. *(m) Supplement Executive Benefit Plan as amended July 16, 1997. *(n) Restricted Stock Plan for Non-Employee Directors, as amended July 16, 1997. (o) Executive Transition Plan, as amended February 19, 1997 (incorporated by reference to Exhibit 10(s) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155 filed March 27, 1997). *(p) 1996 The Dun & Bradstreet Corporation Non Employee Directors' Stock Incentive Plan, as amended December 17, 1997. *(q) Special Corporate Management Incentive Plan, adopted December 17, 1997. (r) Amended and Restated Agreement of Limited Partnership of D&B Investors L.P., dated April 1, 1997 (incorporated by reference to Exhibit 10(u) to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, file number 1-7155 filed August 14, 1997). *(s) Amendment No. 1, dated July 14, 1997, to Amended and Restated Agreement of Limited Partnership of D&B Investors, L.P., dated April 1, 1997. (t) Agreement to Retire General Partner Interest dated October 21, 1996 by and between D&B Investors L.P. and IMS America, LTD (incorporated by reference to Exhibit 10(w) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155, filed March 27, 1997). (u) Distribution Agreement dated as of October 28, 1996, among the Company, Cognizant Corporation and AC Nielsen Corporation (incorporated by reference to Exhibit 10(x) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155, filed March 27, 1997). (v) Tax Allocation Agreement dated as of October 28, 1996, among the Company, Cognizant Corporation and AC Nielsen Corporation (incorporated by reference to Exhibit 10(y) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155, filed March 27, 1997). (w) Employee Benefits Agreement dated as of October 28, 1996, among the Company, Cognizant Corporation and AC Nielsen Corporation (incorporated by reference to Exhibit 10(z) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155, filed March 27, 1997). (x) Indemnity and Joint Defense Agreement dated as of October 28, 1996, among the Company, Cognizant Corporation and AC Nielsen Corporation (incorporated by reference to Exhibit 10(aa) to Registrant's Annual Report on Form 10-K for the year ended December 31, 1996, file number 1-7155, filed March 27, 1997). *(13) Annual Report to Security Holders 1997 Annual Report *(18) Letter Re Change in Accounting Principles. *(21) Subsidiaries of the Registrants. *(23) Consents of Experts and Counsel. Consent of Coopers & Lybrand *(27) Financial Data Schedule (99) Additional Exhibits (a) Form 11-K Annual Report for the fiscal year ended December 31, 1997 of the Profit Participation Plan of The Dun & Bradstreet Corporation Exhibit 99(a) (b) Form 11-K Annual Report for the fiscal year ended December 31, 1997 of the DonTech Profit Participation Plan Exhibit 99(b) * Filed with Form 10-K on March 20, 1998; not included with this amendment EX-99 2 1997 11-K FOR THE DUN & BRADSTREET CORPORATION Exhibit 99(a) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _________________ to _________________ Commission file number 1-7155 (The Dun & Bradstreet Corporation) A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Profit Participation Plan of The Dun & Bradstreet Corporation. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ 07974. REQUIRED INFORMATION The required financial statements are attached to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Committee of The Dun & Bradstreet Corporation has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION (Name of Plan) BY: __________________________________ Chester J. Geveda Jr. Vice President & Controller Date: June 22, 1998 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in Post-Effective Amendment No.4 to the registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No. 33-27144) of our report dated June 22, 1998 on our audits of the financial statements of the Profit Participation Plan of The Dun & Bradstreet Corporation as of December 31, 1997 and 1996 and for the year ended December 31, 1997, which report is included in this annual report on Form 11-K. Coopers & Lybrand LLP New York, New York June 22, 1998 2 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION INDEX TO FINANCIAL STATEMENTS Pages F- Report of Independent Accountants 2 Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the year Ended December 31, 1997 5 Notes to Financial Statements 6-11 F-1 ----------------- REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Benefits Committee of The Board of Directors of THE DUN & BRADSTREET CORPORATION: We have audited the accompanying statements of net assets available for plan benefits of the PROFIT PARTICIPATION PLAN of THE DUN & BRADSTREET CORPORATION (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statements of net assets available for plan benefits as of December 31, 1997 and 1996 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1997 is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Coopers & Lybrand L.L.P. New York, New York June 22, 1998 F-2
PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1997 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund ---------------------- Dun & Dun & Bradstreet Bradstreet Special Mid & Small International Balanced Equity Legacy Common Fixed Equity Equity Equity Index Stock Stock Income Index Index Index Loan Assets Total Fund Fund Fund Fund Fund Fund Fund Account - ------------------------------------------------------------------------------------------------------------------------- Investments in Group Trust, at fair value $872,861 $350,273 $103,873 $20,266 $306,416 $30,401 $17,735 $ 26,554 $17,343 Accrued interest receivable 127 54 0 24 34 6 5 4 0 on participant loans Interfund receivable (payable) 0 2,890 (1,367) 2,523 (4,842) 515 (1,016) 1,297 0 Contributions receivable: Employer 134 86 87 (38) 254 25 (288) 8 0 Participants 743 777 122 170 (670) 172 67 105 0 -------- -------- -------- ------- -------- ------- ------- ------- ------- Net assets available for plan benefits $873,865 $354,080 $102,715 $22,945 $301,192 $31,119 $16,503 $27,968 $17,343 ======== ======== ======== ======= ======== ======= ======= ======= ======= The accompanying notes are an integral part of the financial statements. F-3
PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1996 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund ------------------------ Dun & Dun & Bradstreet Bradstreet Special Long Term Mid & Small International Equity Legacy Common Fixed Bond Equity Equity Index Stock Stock Income Index Index Index Loan Assets Total Fund Fund Fund Fund Fund Fund Fund Account - ------------------------------------------------------------------------------------------------------------------------- Investments in Group Trust, $828,250 $316,336 $119,129 $ 1,709 $326,867 $ 37,019 $ - $ - $ 27,190 at fair value Accrued interest receivable 102 53 0 0 41 7 1 0 0 on participant loans Interfund receivable (payable) 0 (7,188) (8,723) 2,561 18,140 (21,028) 9,151 7,087 0 Contributions receivable: Employer 340 113 (9) 93 115 20 5 3 0 Participants 2,145 841 0 498 595 178 21 12 0 --------- -------- --------- -------- ---------- -------- ------- -------- ------- Total assets 830,837 310,155 110,397 4,861 345,758 16,196 9,178 7,102 27,190 --------- -------- --------- -------- ---------- -------- ------- -------- ------- LIABILITIES Due to other companies (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269) (Note 2) --------- -------- --------- -------- ---------- -------- ------- -------- ------- Total liabilities (48,460) (25,912) (3,859) (28) (9,766) (3,596) (25) (5) (5,269) --------- -------- --------- -------- ---------- --------- ------- -------- ------- Net assets available for plan benefits $782,377 $284,243 $106,538 $4,833 $335,992 $12,600 $9,153 $7,097 $21,921 ========= ========= ========= ======== ========= ======== ======== ======== ======= The accompanying notes are an integral part of the financial statements. F-4
PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For The Year Ended December 31, 1997 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund --------------------- Dun & Dun % Bradstreet Bradstreet Special Long Term Mid & Small International Balanced Equity Legacy Common Fixed Bond Equity Equity Equity Index Stock Stock Income Index Index Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Fund Account - ---------------------------------------------------------------------------------------------------------------------------------- Allocated income in Group Trust $151,471 $88,947 $29,571 $3,363 $20,095 $ 114 $4,094 $(3) $3,897 $ 1,393 Accrued interest receivable on 126 53 0 24 34 0 6 5 4 0 participant loans Contributions received: Employer 10,980 4,393 (4) 2,217 2,849 0 679 466 380 0 Participants 33,693 15,167 (114) 5,378 7,037 (24) 2,851 1,790 1,608 0 Participant loan repayments (116) 3,993 2 1,680 3,667 (97) 334 268 321 (10,284) Benefits Paid to participants (103,647) (41,290) (11,339) (971) (45,198) (1,034) (1,259) (1,012) (1,544) 0 Loans to participants (3,927) (3,530) (1,285) (472) (2,532) (20) (171) (135) (107) 4,325 Transfer of assets to other 2,908 3,280 (9) 10 (387) (102) 10 13 105 (12) companies (note 2) Interfund transfers 0 (1,176) (20,645) 6,883 (20,365) (11,437) 15,422 8,014 23,304 0 -------- ------- ------- ------ -------- ------- ------ ------- ------- ------- Net increase (decrease) for the 91,488 69,837 (3,823) 18,112 (34,800) (12,600) 21,966 9,406 27,968 (4,578) year ------- ------- ------- ------- -------- ------- ------- -------- ------- ------- Net assets available for plan benefits, as of January 1, 1997 782,377 284,243 106,538 4,833 335,992 12,600 9,153 7,097 0 21,921 ------- ------- ------- ------- -------- ------- ------- -------- ------ ------ Net assets available for plan benefits, as of December 31, $873,865 $354,080 $102,715 $22,945 $301,192 $ - $31,119 $16,503 $27,968 $17,343 1997 ======== ======== ======== ======= ======== ======= ======= ======= ======= ======= The accompanying notes are an integral part of the financial statements. F-5
PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Master Trust The Dun & Bradstreet Corporation and affiliated participating companies (the "Company") has established with Bankers Trust Company (the "Trustee"), The Dun & Bradstreet Defined Contribution Plan Group Trust (the "Group Trust"), a master trust. The assets of the Profit Participation Plan of The Dun & Bradstreet Corporation (the "Plan") are commingled for investment purposes with the assets of the DonTech Profit Participation Plan. The Plan's investment in the Group Trust is based on its relative interest in the fair value of the assets held in the Group Trust. Investment income, gains and losses on sales of investments and net appreciation/depreciation in the fair value of investments are allocated to the Plan based upon its relative investment balances at fair value during the valuation period. Contributions Contributions by participating employees ("participants") are recorded in the period payroll deductions are made. Contributions by the Company are based upon amounts required to be funded under the provisions of the Plan. Payment of Benefits Benefits are recorded when paid. Liabilities of $17,771,944 and $17,079,604 for the years ended December 31, 1997 and 1996 respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on the Forms 5500. The difference between benefits paid to participants reported in the Statement of Changes in Net Assets Available for Plan Benefits and the Form 5500 for the year ended December 31, 1997 amounted to $692,340. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits. Plan Termination While the Company has not expressed any intent to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts. F-6 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description The following summary of major Plan provisions in effect for the Plan year is provided for general information purposes only. Participants should refer to the Plan document for more complete information. The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Full time associates of the Company are immediately eligible on their date of hire. Part time associates who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan on the following January 1 or July 1. Participants contribute to the basic Plan by authorizing payroll deductions equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan. The Company makes matching contributions equal to a minimum of 50% of aggregate participants contributions. If the average increase in earnings per share ("EPS"), as defined in the Plan, of common stock of The Dun & Bradstreet Corporation for any Plan year and the immediately preceding Plan year is greater than 5%, the Company contributes an additional percentage of the aggregate participant contributions. The percentage of additional Company matching contributions depends on the average increase in EPS and a participant's total years of service. Participants also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Participants are not permitted to invest more than 50% of their account balance or contributions in the Dun & Bradstreet Common Stock Fund, nor are they permitted to specify a dollar amount to be transferred into this fund. Participants are able to reallocate their entire account balances in multiples of 10% among the Plan's seven investment funds, subject to the 50% maximum for the Dun & Bradstreet Common Stock Fund. Participants' contributions under the basic Plan and additional contributions under the Investment Plan may be made in the form of contributions from after-tax earnings and/or contributions from before-tax earnings, which have the effect of reducing current taxable earnings for federal income tax purposes. A participant's aggregate contributions may not exceed 16% of the participant's creditable compensation (up to 6% in contributions under the basic Plan and up to 10% in contributions under the Investment Plan) subject to an overall limit on before-tax contributions imposed by the Internal Revenue Code. For 1997, the Internal Revenue Code limit on before-tax contribution was $9,500. To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the Plan limits maximum covered compensation as defined by the Secretary of the Treasury. The maximum covered compensation for purposes of determining participant and Company contributions under the Plan for 1997 was $160,000. Additionally, the Plan provides for graduated vesting in the value of Company contributions to a participant's Plan account over a three year period beginning on the participant's initial employment date with the Company. In addition a participant becomes 100% vested in the value of Company contributions immediately upon attainment of age 65 or if they become totally and permanently disabled or die. Upon termination of service with the Company, participants become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated participants who have an account balance in excess of $3,500 may elect various forms of deferred distribution F-7 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Participants may obtain loans from the Plan, which are secured by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each participant. Interest rates applicable to Plan loans are commensurate with prevailing rates of interest charged on similar commercial loans determined in the marketplace plus 2%. The total number of participants with outstanding loans at December 31, 1997 was 3,809. Amounts forfeited by nonvested or partially vested participants who terminated during the year ended December 31, 1997 totaled $706,332. Forfeited amounts reduce future Company contributions. Note 3. Investment Funds Participants of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of seven investment funds: an Equity Index Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock Fund, a Special Fixed Income Fund, a Balanced Equity Index Fund, a Mid & Small Equity Index Fund and an International Equity Index Fund. The Equity Index Fund is a fund invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500), the number of participants at December 31, 1997 were 5,480. The Dun & Bradstreet Legacy Stock fund consists of shares of the Company, ACNielsen Corporation and Cognizant Corporation common stock, the number of participants at December 31, 1997 were 2,906. The Dun & Bradstreet Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet Corporation, the number of participants at December 31, 1997 were 3,543. The Special Fixed Income Fund is a fund invested in group insurance contracts (GICs) with one or more insurance companies and/or financial institutions selected by The Dun & Bradstreet Corporation, the number of participants as of December 31, 1997 was 4,084. The insurance companies and/or financial institutions contract to repay both principle and a specific rate of return, depending on market conditions when the contract is negotiated, and the length of the contract The Balanced Equity Fund is a fund invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500) and long term bonds, the number of participants at December 31, 1997 were 1,126. The Mid & Small Equity Index Fund is a fund invested in common stocks in the U.S. equity market that are not included in the S&P 500, the number of participants at December 31, 1997 were 1,949. The International Equity Index Fund is a fund invested in a portfolio of securities traded outside the U.S. Investment selections are based on the Europe, Australia and Far East Index, the number of participants at December 31, 1997 were 1,521. The Balanced Equity Fund replaced the Long Term Bond Index Fund after December 31, 1996. Participants who had investments within the Long Term Bond Index Fund were allowed to transfer their assets to the remaining funds or have their assets transferred into the Balanced Equity Fund automatically. Contributions received from participants and the Company are temporarily invested in Bankers Trust Company Short-Term Investment Fund, pending investment into the funds. Investments of the Special Fixed Income Fund consist entirely of investment contracts with insurance companies which represents a concentration of credit risk. However, the Plan does not anticipate nonperformance by the insurance companies. F-8 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 4. Transfer of Assets On November 1, 1996, the Company reorganized into three publicly traded companies by spinning off two of its businesses to shareholders through a tax-free distribution ("the distribution"). The distribution resulted in the following three companies: The Dun & Bradstreet Corporation, AC Nielsen Corporation and Cognizant Corporation. The participants of the plan at October 31, 1996 were given the option to transfer their profit participation plan (PPP) account balances into the trivested companies' PPPs, receive a lump sum payment, or keep their funds in the Plan. In connection with the reorganization, assets relating to the participants who elected to transfer their account balance were distributed to AC Nielsen and Cognizant Corporation PPP's. Amounts transferred in 1996 totaled $83,506,932 and $44,839,809, respectively. The remaining balances of $8,968,573 and $4,271,816 were transferred in 1997. In addition, assets of $33,773,358 were transferred in 1997 relating to other companies sold as part of the reorganization. During 1996, Plan assets of Dataquest, and other divested companies of $6,199,600 and $987,092 respectively, were transferred. An additional $1,447,820 was transferred after year end relating to the divested companies. Note 5. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated July 7, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code(IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plans counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Note 6. Investment in Group Trust The investment reflected in the Statement of Net Assets Available for Plan Benefits represents the Plan's share of total assets in the Group Trust which is 95.5% and 95.8% at December 31, 1997 and 1996, respectively. F-9 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 6. Investment in Group Trust (Cont.) Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1997 1996 ---- ---- BGI Barclays Equity Index Fund $364,313* $326,028* The Dun & Bradstreet Corporation Common Stock 21,114 1,625 Ameritech Corporation Common Stock 3,011 2,274 Legacy Common Stock Fund 107,651* 122,915* New York Life Annuity Contract 32,272 42,764 John Hancock Annuity Contract 37,562 93,875* Principal Mutual Annuity Contract 64,064* 118,514* MetLife Annuity Contract 100,428* 87,211* Cigna Annuity Contract 52,150* 0 Trans American Annuity Contract 21,663 0 BZW Barclays Long-Term Bond Index Fund 0 37,865 BGI Balanced Equity Fund 27,481 0 BGI International Equity Fund 18,371 0 BGI Mid & Small Cap Fund 31,096 0 Loan Account 18,304 28,139 Bankers Trust Short-Term Investment Fund 13,074 1,407 --------- --------- Total Investments $912,554 $862,620 Accrued interest and dividends 1,797 1,530 --------- --------- Total assets in Group Trust $914,351 $864,150 ========= ========= * These investments represented 5% or more of the total Plan assets. The Group Trust's investments had the following income during 1997 (in thousands): Net Appreciation Investments, at fair value as determined by quoted market prices: BGI Barclays Equity Index Fund $ 90,545 The Dun & Bradstreet Common Stock 3,084 Ameritech Common Stock 719 Legacy Common Stock 28,570 BGI Balanced Equity Fund 3,553 BGI Mid & Small Cap Fund 3,912 BGI International Equity Fund (230) BGI Barclays Long-Term Bond Index Fund (63) ---------- Total net appreciation $ 130,090 ---------- F-10 PROFIT PARTICIPATION PLAN OF THE DUN & BRADSTREET CORPORATION NOTES TO FINANCIAL STATEMENTS - (Continued) Note 6. Investment in Group Trust (Cont.) Investment Income Interest $ 26,183 Dividends 1,886 -------- Total Investment Income 28,069 -------- Group Trust Income $158,159 ======== The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1997 Investments in securities are included at fair value. The fair value of investments is determined utilizing the applicable December 31 closing sales prices as quoted in published financial sources. Investments in the Bankers Trust Company Short-Term Investment Fund, the BZW Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the Funds. Investments under The New York Life Insurance Company, John Hancock Mutual Life Insurance Company, Metropolitan Life Insurance Company and the Principal Mutual Life Insurance Company investment contracts do not participate directly in market appreciation or depreciation. Such investments are stated at contract value which approximates fair value and which represents the aggregate amount of accumulated contributions into the account and interest earned thereon, less accumulated distributions and administrative expenses. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on the trade date. The net appreciation in the fair value of the Group Trust's investments consists of realized gains and losses and the unrealized appreciation on those investments for the year. Note 7. Plan Expenses Transaction and investment manager fees relating to investments in the Dun & Bradstreet Common Stock Fund, Equity Index Fund, and Long-Term Bond Index Fund are charged against Plan assets. Trustee fees and other expenses of administering the Plan are borne by the Company. Note 8 Subsequent Events The Company announced that it will reorganize into two publicly traded companies by spinning off businesses to shareholders through a tax free distribution. The distribution will result in the following companies: The Dun & Bradstreet Corporation and Ruben H. Donnelly Corporation. During May 1998, the Plan changed its trustee from Bankers Trust Company to Northern Trust. F-11 EX-99 3 1997 11-K FOR THE DONTECH PROFIT PARTICIPATION PLAN Exhibit 99(b) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _______________ to _______________ Commission file number 1-7155 (The Dun & Bradstreet Corporation) 1-8612 (Ameritech Corporation) A. Full title of the plan and the address of the plan, if different from that of the issuer named below: DonTech Profit Participation Plan, 205 N. Michigan Avenue, Chicago, Illinois 60601 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: The Dun & Bradstreet Corporation, One Diamond Hill Road, Murray Hill, NJ 07974; and Ameritech Corporation, 30 South Wacker Drive, Chicago, Illinois 60606 REQUIRED INFORMATION The required financial statements are attached to this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the AM/DON general partnership (the administrator of the DonTech Profit Participation Plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. DonTech Profit Participation Plan (Name of Plan) BY: _________________________ Robert Gross Vice President - Finance & Chief Financial Officer Date: June 22, 1998 1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in (i) the registration statement of Ameritech Corporation on Form S-8 (File No. 33-49036), and (ii) the registration statement of The Dun & Bradstreet Corporation on Form S-8 (File No.33-49060), of our report dated June 22, 1998 on our audits of the financial statements of the DonTech Profit Participation Plan as of December 31, 1997 and 1996 and for the year ended December 31, 1997, which report is included in this annual report on Form 11-K. Coopers & Lybrand L.L.P New York, New York June 22, 1998 2 DONTECH PROFIT PARTICIPATION PLAN INDEX TO FINANCIAL STATEMENTS Pages F- Report of Independent Accountants 2 Statements of Net Assets Available for Plan Benefits as of December 31, 1997 and 1996 3-4 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1997 5 Notes to Financial Statements 6-11 F-1 ----------------- REPORT OF INDEPENDENT ACCOUNTANTS To the Employee Benefits Committee of The Board of Directors of AM-DON GENERAL PARTNERSHIP: We have audited the accompanying statements of net assets available for plan benefits of the DONTECH PROFIT PARTICIPATION PLAN (the "Plan") as of December 31, 1997 and 1996, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1997. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for plan benefits for the year ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the statements of net assets available for plan benefits as of December 31, 1997 and 1996 and the statement of changes in net assets available for plan benefits for the year ended December 31, 1997 is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The fund information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Coopers & Lybrand L.L.P New York, New York June 22, 1998 F-2
PROFIT PARTICIPATION PLAN OF DONTECH STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1997 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund ------------------------------- Dun & Dun % Bradstreet Bradstreet Ameritech Special Mid & Small International Balanced Equity Legacy Common Common Fixed Equity Equity Equity Index Stock Stock Stock Income Index Index Index Loan ASSETS Total Fund Fund Fund Fund Fund Fund Fund Fund Account - ----------------------------------------------------------------------------------------------------------------------------------- Investments in Group Trust, $41,490 $14,054 $4,394 $898 $3,047 $15,774 $700 $732 $930 $961 at fair value Accrued interest receivable on 6 2 1 0 1 2 0 0 0 0 participant loans Interfund receivable (payable) 0 119 (1) (24) (32) (71) 5 (3) 7 0 Contributions receivable: Employer 50 21 (1) 8 3 1 3 12 3 0 Participants 169 81 5 41 18 5 7 6 6 0 -------- ------- ------ ---- ------ ------- ---- ---- ---- ---- Net assets available for $41,715 $14,277 $4,398 $923 $3,037 $15,711 $715 $747 $946 $961 plan benefits ======== ======= ====== ==== ====== ======= ==== ==== ==== ==== The accompanying notes are an integral part of the financial statements. F-3
PROFIT PARTICIPATION PLAN OF DONTECH STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION As of December 31, 1996 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund ------------------------------- Dun & Dun % Bradstreet Bradstreet Ameritech Special Long Term Mid & Small International Equity Legacy Common Common Fixed Bond Equity Equity Index Stock Stock Stock Income Index Index Index Loan ASSETS Total Fund Fund Fund Fund Fund Fund Fund Fund Account - ----------------------------------------------------------------------------------------------------------------------------------- Investments in Group Trust, at $35,900 $10,216 $3,968 $141 $2,319 $17,400 $907 $ - $ - $949 Accrued interest receivable on 5 2 1 0 1 1 0 0 0 0 participant loans Interfund receivable (payable) 0 0 (107) 32 (54) 179 (541) 293 198 0 Contributions receivable: Employer 129 49 0 21 18 34 5 1 1 0 Participants 168 70 2 43 12 38 2 1 0 0 ------- ------- ------ ---- ------ ------- ---- ---- ---- ---- Net assets available for plan benefits $36,202 $10,337 $3,864 $237 $2,296 $17,652 $373 $295 $199 $949 ======= ======= ====== ==== ====== ======= ==== ==== ==== ==== The accompanying notes are an integral part of the financial statements. F-4
PROFIT PARTICIPATION PLAN OF DONTECH STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION For The Year Ended December 31, 1997 (Dollars in Thousands) FUND INFORMATION - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock Fund ------------------------------ Dun & Dun & Bradstreet Bradstreet Ameritech Special Long Term Mid&Small Int'l Balanced Equity Legacy Common Common Fixed Bond Equity Equity Equity Index Stock Stock Stock Income Index Index Index Index Loan Total Fund Fund Fund Fund Fund Fund Fund Fund Fund Account - ----------------------------------------------------------------------------------------------------------------------------------- Allocated income in Group $6,688 $3,220 $1,170 $145 $ 807 $ 1,110 $ 6 $ 53 $ (8) $111 $ 74 Trust Accrued interest receivable 6 2 1 0 1 2 0 0 0 0 0 on participant loans Contributions received: Employer 842 364 (7) 111 105 173 (2) 37 28 33 0 Participants 2,525 1,095 5 309 308 484 4 128 102 90 0 Participant loan repayments 0 169 4 56 60 142 0 6 3 10 (450) Benefits paid to participants (4,425) (898) (262) (29) (226) (2,978) (8) (6) (11) (7) 0 Loans to participants (123) (232) (39) (11) (52) (159) 0 (2) (1) (15) 388 Interfund transfers 0 220 (338) 105 (262) (715) (373) 204 435 724 0 ------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ---- Net increase (decrease) for 5,513 3,940 534 686 741 (1,941) (373) 420 548 946 12 the year ------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ---- Net assets available for plan benefits, as of January 1, 1997 36,202 10,337 3,864 237 2,296 17,652 373 295 199 0 949 ------- ------- ------ ---- ------ ------ ---- ---- ---- ---- ---- Net assets available for plan benefits, as of December 31, 1997 $41,715 $14,277 $4,398 $923 $3,037 $15,711 $ - $715 $747 $946 $961 ======= ======= ====== ==== ====== ======= ==== ==== ==== ===== ==== The accompanying notes are an integral part of the financial statements. F-5
DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS Note 1. Summary of Significant Accounting Policies Master Trust AM-DON, a general partnership between The Reuben H. Donnelley Corporation and Ameritech Publishing of Illinois, Inc. doing business under the name DonTech ("DonTech" or "Company"), has adopted the DonTech Profit Participation Plan (the "Plan") for the benefit of its eligible associates. The assets of the Plan are commingled for investment purposes with the assets of The Profit Participation Plan of The Dun & Bradstreet Corporation in the Dun & Bradstreet Defined Contribution Plan Group Trust (the "Group Trust"), a master trust established between The Dun & Bradstreet Corporation and Bankers Trust Company (the "Trustee"). The Plan's investment in the Group Trust is based on its relative interest in the fair value of the assets held in the Group Trust. Investment income, gains and losses on sales of investments and net appreciation/depreciation in the fair value of investments are allocated to the Plan based upon its relative investment balances at fair value during the valuation period. Contributions Contributions by participating employees ("participants") are recorded in the period payroll deductions are made. Contributions by DonTech are based upon amounts required to be funded under the provisions of the Plan. Payment of Benefits Benefits are recorded when paid. Liabilities of $322,050 and $478,700 for the years ended December 31, 1997 and 1996, respectively, relating to participants who have elected to withdraw from the Plan but have not yet been paid, have been reflected on Form 5500. The difference between benefits paid to participants reported in the Statement of Changes in Net Assets Available for Plan Benefits and Form 5500 for the year ended December 31, 1997 amounted to $156,650. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities, mutual funds, and other investment securities. Certain investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits. Plan Termination While DonTech has not expressed any intent to discontinue its contributions or to terminate the Plan, it is free to do so at any time subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code of 1976, as amended ("the Code"), which state that, in such event, all participants of the Plan shall be fully vested in the amounts credited to their accounts. Note 2. Plan Description The following summary of major Plan provisions in effect for the Plan year is provided for general information purposes only. Participants should refer to the Plan document for more complete information. F-6 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) The Plan is a defined contribution plan and is subject to the provisions of ERISA. Full time associates of the Company are immediately eligible on their date of hire. Associates of DonTech who work at least one thousand hours during the consecutive twelve-month period following employment, or in any calendar year thereafter, are eligible to participate in the Plan on the following January 1 or July 1. Participants contribute to the basic Plan by authorizing payroll deductions equal to 2%, 3%, 4%, 5% or 6% of their creditable compensation as defined in the Plan. DonTech makes matching contributions equal to a minimum of 50% of aggregate participant contributions. If the average increase in DonTech's net income, as defined in the Plan, for any Plan year and the immediately preceding Plan year is greater than 5%, DonTech contributes an additional percentage of the aggregate participant contributions. Participants also may make additional contributions (which are not eligible for company matching contributions) under an Investment Plan addendum to the basic Plan. Participants are not permitted to invest more than 50% of their account balance or contributions in the Dun & Bradstreet Common Stock Fund and Ameritech Common Stock Fund (together, "the Company Stock Fund"). Contributions, transfers, reallocations of actual balances into the Company Stock Fund will be invested 50% in Ameritech Common Stock and 50% in Dun & Bradstreet Common Stock. Participants are able to reallocate their entire account balances in multiples of 10% among the Plan's eight investment funds, subject to the 50% maximum for the Company Stock Fund. Participants' contributions under the basic Plan and additional contributions under the Investment Plan may be made in the form of contributions from after-tax earnings and/or contributions from before-tax earnings, which have the effect of reducing current taxable earnings for federal income tax purposes. A participant's aggregate contributions may not exceed 16% of the participant's creditable compensation (up to 6% in contributions under the basic Plan and up to 10% in contributions under the Investment Plan) subject to an overall limit on before-tax contributions imposed by the Code. For 1997, the Code limit on before-tax contribution was $9,500. To comply with certain provisions of the Tax Reform Act of 1986 (the "Act"), the Plan limits maximum covered compensation as defined by the Secretary of the Treasury. The maximum covered compensation for purposes of determining participant and Company contributions under the Plan for 1997 was $160,000. Additionally, the Plan provides for graduated vesting in the value of Company contributions to a participant's Plan account over a three year period beginning on the member's initial employment date with the Company. In addition, a participant becomes 100% vested in the value Company contributions immediately upon attainment of age 65 or if he or she becomes totally and permanently disabled or dies. Upon termination of service with DonTech, participants become eligible for a lump sum distribution of the vested portion of their account balance. Retired and terminated participants who have an account balance in excess of $3,500 may elect various forms of deferred distribution. Participants may obtain loans from the Plan, which are secured by the vested balance in their accounts. The Plan limits the total number and amount of loans outstanding at any time for each participant. Interest rates applicable to Plan loans are commensurate with prevailing rates of interest charged on similar commercial loans determined in the marketplace plus 2%. The total number of participants with outstanding loans at December 31, 1997 was 201. F-7 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 2. Plan Description (Cont.) Amounts forfeited by nonvested or partially vested participants who terminated during the year ended December 31, 1997 totaled $19,756. Forfeited amounts reduce future DonTech contributions. Note 3. Investment Funds Participants of the Plan can elect to have amounts credited to their Plan accounts invested in one or more of eight investment funds: an Equity Index Fund, a Dun & Bradstreet Legacy Stock Fund, a Dun & Bradstreet Common Stock Fund, an Ameritech Common Stock Fund, a Special Fixed Income Fund, a Balanced Equity Index Fund, a Mid & Small Equity Index Fund and an International Equity Index Fund. The Equity Index Fund is a fund invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500); the number of participants at December 31, 1997 was 365. The Dun & Bradstreet Legacy Stock fund consists of shares of common stock of The Dun & Bradstreet Corporation, ACNielsen Corporation and Cognizant Corporation; the number of participants at December 31, 1997 was 197. The Dun & Bradstreet Common Stock Fund is a fund invested in the common stock of The Dun & Bradstreet Corporation; the number of participants at December 31, 1997 was 289. The Ameritech Common Stock Fund is a fund invested in the common stock of Ameritech Corporation; the number of participants at December 31, 1997 was 289. The Special Fixed Income Fund is a fund invested in group insurance contracts (GICs) with one or more insurance companies and/or financial institutions selected by The Dun & Bradstreet Corporation; the number of participants at December 31, 1997 was 467. The insurance companies and/or financial institutions contract to repay both principle and a specific rate of return, depending on market conditions when the contract is negotiated, and the length of the contract. The Balanced Equity Index fund is invested in the common stock of companies included in the Standard & Poor's 500 Stock Index (S&P 500) and long term bonds; the number of participants at December 31, 1997 was 86. The Mid & Small Equity Index Fund is a fund invested in common stocks in the U.S. equity market that are not included in the S&P 500; the number of participants at December 31, 1997 was 97. The International Equity Index Fund is a fund invested in a portfolio of securities traded outside the U.S. Investment selections are based on the Europe, Australia and Far East Index; the number of participants at December 31, 1997 was 104. The Balanced Equity Fund replaced the BZW Long-Term Bond Index Fund after December 31, 1996. Participants who had investments within the BZW Long-Term Bond Index Fund were allowed to transfer their assets to the remaining funds or have their assets transferred into the Balanced Equity Fund automatically. Contributions received from participants and from DonTech are temporarily invested in Bankers Trust Company Short-Term Investment Fund, pending investment into the funds. Investments of the Special Fixed Income Fund consist entirely of investment contracts with insurance companies which represents a concentration of credit risk. However, the Plan does not anticipate nonperformance by the insurance companies. Note 4. Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated January 31, 1996, that the Plan and related trust are designed in accordance with applicable sections of the Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. F-8 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investment in Group Trust The investment reflected in the Statement of Net Assets Available for Plan Benefits represents the Plan's share of total assets in the Group Trust which is 4.5% and 4.2% at December 31, 1997,and 1996 respectively. Assets at fair value in the Group Trust are summarized as follows (in thousands): December 31, 1997 1996 BZW Barclays Equity Index Fund $364,313* $326,028* The Dun & Bradstreet Corporation Common Stock 21,114 1,625 Ameritech Corporation Common Stock 3,011 2,274 Legacy Common Stock Fund 107,651* 122,915* New York Life Annuity Contract 32,272 42,764 John Hancock Annuity Contract 37,562 93,875* Principal Mutual Annuity Contract 64,064* 181,514* MetLife Annuity Contract 100,428* 87,211* Cigna Annuity Contract 52,150* 0 Trans American Annuity Contract 21,663 0 BZW Barclays Long-Term Bond Index Fund 0 37,865 BGI Balanced Equity Fund 27,481 0 BGI Internatonal Equity Fund 18,371 0 BGI Mid & Small Cap Fund 31,096 0 Loan Account 18,304 28,139 Bankers Trust Short-Term Investment Fund 13,074 1,407 -------- --------- Total Investments $912,554 $862,620 Accrued interest and dividends 1,797 1,530 --------- --------- Total assets in Group Trust $914,351 $864,150 ========= ========= * These investments represented 5% or more of total Plan assets. F-9 DONTECH PROFIT PARTICIPATION PLAN NOTES TO FINANCIAL STATEMENTS - (Continued) Note 5. Investments in Group Trust (Cont.) The Group Trust's investments had the following income during 1997 (in thousands): Net Appreciation Investments, at fair value as determined by quoted market prices: BGI Barclays Equity Index Fund $90,545 The Dun & Bradstreet Corporation Common Stock 3,084 Ameritech Corporation Common Stock 719 Legacy Common Stock 28,570 BGI Balanced Equity Index Fund 3,553 BGI Mid & Small Cap Fund 3,912 BGI International Equity Fund (230) BGI Barclays Long-Term Bond Index Fund (63) --------- Total net appreciation $130,090 Investment Income --------- Interest $ 26,183 Dividends 1,886 --------- Total Investment Income 28,069 --------- Group Trust Income $158,159 ========= The Plan's allocated income in the Group Trust represents its participating share throughout the year ended December 31, 1997. Investments in securities are included at fair value. The fair value of investments is determined utilizing the applicable December 31 closing sales prices as quoted in published financial sources. Investments in the Bankers Trust Company Short-Term Investment Fund, the BZW Barclays Equity Index Fund and the BZW Barclays Long-Term Bond Index Fund are valued at the applicable December 31 redemption prices reported by the managers of the funds. Investments under The New York Life Insurance Company, John Hancock Mutual Life Insurance Company, Metropolitan Life Insurance Company and the Principal Mutual Life Insurance Company investment contracts do not participate directly in market appreciation or depreciation. Such investments are stated at contract value which approximates fair value and which represents the aggregate amount of accumulated contributions into the account and interest earned thereon, less accumulated distributions. Dividend income is recorded on the ex-dividend date. Interest earned on investments is recorded on the accrual basis. Purchases and sales of securities are recorded on the trade date. The net appreciation in the fair value of the Group Trust's investments consists of realized gains and losses and the unrealized appreciation on those investments for the year. F-10 Note 6. Plan Expenses Transaction and investment manager fees relating to investments in the "Company Stock Fund", Equity Index Fund, and BZW Barclays Long-Term Bond Index Fund are charged against Plan assets. Trustee fees and other expenses of administering the Plan are borne by DonTech. Note 7. Subsequent Events During May 1998, the Plan changed its trustee from Bankers Trust Company to Northern Trust. On May 11, 1998, Ameritech jointly announced with SBC Communications Inc. ("SBC") a definitive agreement to merge an SBC subsidiary, SBC Delaware, Inc., with Ameritech in a transaction in which each share of Ameritech common stock (other than shares owned by Ameritech, SBC or their respective subsidiaries) will be converted into and exchanged for 1.316 shares of SBC common stock. After the merger, which is subject to the satisfaction of certain conditions and regulatory approvals as well as approval by shareowners of each company, Ameritech will be a wholly owned subsidiary of SBC. The definitive merger agreement provides for the conversion, at the effective date of the merger, of shares of Ameritech common stock held by the Plan into shares of SBC common stock, by multiplying the Ameritech shares by the exchange ratio. F-11 -----END PRIVACY-ENHANCED MESSAGE-----